01—Abstract
Summary
Summary of the 8-K filed June 17, 2025. Cited figures are marked; the original filing is the authoritative source.
Regions Financial Corporation filed a Form 8-K on June 17, 2025 under Item 5.03 (Amendments to Articles of Incorporation or Bylaws) to report the elimination of the Certificate of Designations for its Non-Cumulative Perpetual Preferred Stock, Series D (the "Series D Preferred Stock").
The Certificate of Elimination was filed with the Delaware Secretary of State on June 17, 2025, and is attached as Exhibit 3.1. The filing states that all then-outstanding shares of Series D Preferred Stock were redeemed on June 16, 2025, in accordance with the terms of the Certificate of Designations, and that no shares of Series D Preferred Stock remain outstanding. The filing does not state the redemption amount or any other financial terms of the redemption.
Following the filing of the Certificate of Elimination, all previously authorized shares of Series D Preferred Stock returned to the status of undesignated shares of the Company's preferred stock, par value $1.00a per share. For investors, the event is a housekeeping corporate action that removes the Series D class from the company's capital structure; the filing reports no change to operations, earnings, or other financial results.
02—Key points
Key Highlights
- June 16, 2025: All outstanding shares of Series D Non-Cumulative Perpetual Preferred Stock were redeemed under the terms of the Certificate of Designations.
- June 17, 2025: A Certificate of Elimination was filed with the Delaware Secretary of State to remove the Series D Certificate of Designations.
- No shares of Series D Preferred Stock remain outstanding following the redemption.
- Previously authorized Series D shares now revert to undesignated preferred stock, par value $1.00 per share.
- The filing is reported under Item 5.03 (Amendments to Articles of Incorporation or Bylaws) and Item 9.01 (Exhibits).
- Exhibit 3.1 is the Certificate of Elimination, effective June 17, 2025; Exhibit 104 is the cover page interactive data file.
03—Questions
Frequently Asked Questions
What did Regions Financial Corporation file on June 17, 2025?
The company filed a Certificate of Elimination with the Delaware Secretary of State to eliminate the Certificate of Designations for its Non-Cumulative Perpetual Preferred Stock, Series D, and reported the action in a Form 8-K under Item 5.03.
Are any Series D Preferred Shares still outstanding?
No. The filing states that no shares of the Series D Preferred Stock remain outstanding after all then-outstanding shares were redeemed on June 16, 2025.
When were the Series D Preferred Shares redeemed?
All then-outstanding shares of Series D Preferred Stock were redeemed on June 16, 2025, in accordance with the terms of the Certificate of Designations.
What happens to the authorized Series D shares after the elimination?
They resume the status of undesignated shares of the company's preferred stock, which has a par value of $1.00 per share.
Does this filing report any change to Regions' financial results?
No. The filing addresses only the redemption and elimination of the Series D Preferred Stock designation and does not report financial results, earnings, or other operating information. It also does not state the redemption amount.
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