01—Abstract
Summary
Summary of the 8-K filed September 17, 2024. Cited figures are marked; the original filing is the authoritative source.
Regions Financial Corporation filed a Form 8-K on September 17, 2024 under Item 5.03 (Amendments to Articles of Incorporation or Bylaws) to report the elimination of the Certificate of Designations for its 6.375%a Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (the "Series B Preferred Stock").
On September 16, 2024, all then-outstanding shares of Series B Preferred Stock were redeemed in accordance with the terms of that Certificate of Designations. On September 17, 2024, the company filed a Certificate of Elimination with the Secretary of State of Delaware, which is attached as Exhibit 3.1. No shares of Series B Preferred Stock remain outstanding.
As a result, the previously authorized Series B shares returned to the status of undesignated shares of the company's preferred stock, par value $1.00b per share. For investors, this filing is a housekeeping and capital-structure update rather than a change in operations or earnings.
It confirms that the Series B preferred stock no longer exists as a designated class and that the authorized shares are again available as undesignated preferred stock. The filing does not state the redemption price or amount.
02—Key points
Key Highlights
- Regions Financial Corporation filed a Certificate of Elimination with the Delaware Secretary of State on September 17, 2024, eliminating the Certificate of Designations for its Series B Preferred Stock.
- The Series B Preferred Stock is the company's 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock.
- All outstanding Series B Preferred Stock was redeemed on September 16, 2024, in accordance with the terms of the Certificate of Designations.
- No shares of Series B Preferred Stock remain outstanding following the redemption.
- Previously authorized Series B shares now resume status as undesignated preferred stock, par value $1.00 per share.
- The filing is reported under Item 5.03 (charter/bylaw amendments) and Item 9.01, with the Certificate of Elimination filed as Exhibit 3.1.
03—Questions
Frequently Asked Questions
What did Regions Financial change in this filing?
The company eliminated the Certificate of Designations for its 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, by filing a Certificate of Elimination with the Delaware Secretary of State on September 17, 2024.
When were the Series B Preferred Shares redeemed?
All then-outstanding shares of Series B Preferred Stock were redeemed on September 16, 2024, in accordance with the terms of the Certificate of Designations.
Are any Series B Preferred Shares still outstanding?
No. The filing states that no shares of the Series B Preferred Stock remain outstanding.
What happens to the authorized Series B shares now?
Following the Certificate of Elimination, all previously authorized Series B shares resumed the status of undesignated shares of the company's preferred stock, par value $1.00 per share.
Does this filing affect the company's operations or financial results?
The filing addresses only the elimination of the Series B preferred stock designation and its redemption. It does not report any operational, earnings, or financial results information.
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