How much capital did Regions raise from the Series F preferred stock offering?

Regions received proceeds of $490,141,000 before offering expenses from the sale of 20,000,000 Series F Depositary Shares, each representing a 1/40th interest in a share of Series F Preferred Stock.

What is the par value and liquidation preference of the Series F Preferred Stock?

Each share of Series F Preferred Stock has a liquidation preference of $1,000 per share and a par value of $1 per share, according to the filing.

Does the Series F issuance restrict Regions' ability to pay common stock dividends?

Yes. The filing states that if the Company does not declare and pay, or set aside, dividends on the Series F Preferred Stock for the last preceding dividend period, its ability to pay dividends on or repurchase common stock and junior or parity preferred shares is subject to certain restrictions.

Where can investors find the full terms of the Series F Preferred Stock?

The full terms are set out in the Certificate of Designations, filed with the Delaware Secretary of State on July 25, 2024, which is filed as Exhibit 3.6 to the Company's Form 8-A filed on July 26, 2024 and incorporated by reference.

RF 8-K: Shareholder Matters & Corporate Changes

01—Abstract

Summary

Summary of the 8-K filed July 29, 2024. Cited figures are marked; the original filing is the authoritative source.

Regions Financial Corporation filed this Form 8-K on July 29, 2024 to report the issuance of its Non-Cumulative Perpetual Preferred Stock, Series F, with a liquidation preference of $1,000^a per share.

The Company completed a public offering of 20,000,000 depositary shares, each representing a 1/40th interest in a share of the Series F Preferred Stock, receiving proceeds of $490,141,000^b before offering expenses. The offering was made under an underwriting agreement dated July 22, 2024 with Morgan Stanley & Co. LLC, BofA Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Regions Securities LLC as representatives of the underwriters.

Under Item 3.03, the filing states that following the Series F issuance, the Company's ability to declare or pay dividends on, or repurchase, redeem or otherwise acquire, its common stock and any junior or parity preferred shares is subject to certain restrictions if the Company does not declare and pay (or set aside) dividends on the Series F Preferred Stock for the last preceding dividend period. The Certificate of Designations establishing the preferences, limitations and relative rights of the Series F Preferred Stock was filed with the Delaware Secretary of State on July 25, 2024 and became effective upon filing. It is filed as Exhibit 3.6 to the Company's Form 8-A filed on July 26, 2024.

The filing is primarily a registration-related submission. It files the underwriting agreement, the deposit agreement with Broadridge Corporate Issuer Solutions, LLC as depositary, the form of depositary receipt, and opinions and consents of Sullivan & Cromwell LLP as exhibits to the Company's Form S-3 registration statement (File No. 333-262964).

02—Key points

Key Highlights

Regions completed the public offering of 20,000,000 depositary shares of Non-Cumulative Perpetual Preferred Stock, Series F on July 29, 2024, with proceeds of $490,141,000 before offering expenses.
Each depositary share represents a 1/40th interest in a share of Series F Preferred Stock, which has a liquidation preference of $1,000 per share and a par value of $1 per share.
The offering was made under an underwriting agreement dated July 22, 2024, with Morgan Stanley & Co. LLC, BofA Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Regions Securities LLC as representatives.
The Certificate of Designations for the Series F Preferred Stock was filed with the Delaware Secretary of State on July 25, 2024 and became effective upon filing.
Following issuance, the Company's ability to pay dividends on or repurchase common stock and junior or parity preferred stock (including Series B, C, D and E preferred) is restricted if Series F dividends are not declared and paid or set aside for the last preceding dividend period.
The Deposit Agreement dated July 29, 2024 names Broadridge Corporate Issuer Solutions, LLC as depositary for the Series F Depositary Shares.
The filing was made to file exhibits to the Company's Form S-3 registration statement (File No. 333-262964), and includes legal opinions and consents from Sullivan & Cromwell LLP.

03—Questions

Frequently Asked Questions

How much capital did Regions raise from the Series F preferred stock offering?
Regions received proceeds of $490,141,000 before offering expenses from the sale of 20,000,000 Series F Depositary Shares, each representing a 1/40th interest in a share of Series F Preferred Stock.
What is the par value and liquidation preference of the Series F Preferred Stock?
Each share of Series F Preferred Stock has a liquidation preference of $1,000 per share and a par value of $1 per share, according to the filing.
Does the Series F issuance restrict Regions' ability to pay common stock dividends?
Yes. The filing states that if the Company does not declare and pay, or set aside, dividends on the Series F Preferred Stock for the last preceding dividend period, its ability to pay dividends on or repurchase common stock and junior or parity preferred shares is subject to certain restrictions.
Where can investors find the full terms of the Series F Preferred Stock?
The full terms are set out in the Certificate of Designations, filed with the Delaware Secretary of State on July 25, 2024, which is filed as Exhibit 3.6 to the Company's Form 8-A filed on July 26, 2024 and incorporated by reference.

04—Continue

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