Regions Financial Corporation
07/29/2024 | Press release | Distributed by Public on 07/29/2024 15:06
Material Event Form 8 K
Item 3.03. Material Modification to Rights of Security Holders.
Following the issuance of the Non-Cumulative Perpetual Preferred Stock, Series F, liquidation preference $1,000 per share, par value $1 per share (the "Series F Preferred Stock"), of Regions Financial Corporation (the "Company") on July 29, 2024, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock, any shares of the Company that rank junior to the Series F Preferred Stock or any shares of the Company that are pari passuwith the Series F Preferred Stock with respect to the payment of dividends (including the Company's 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, the Company's 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, the Company's Non-Cumulative Perpetual Preferred Stock, Series D and the Company's 4.45% Non-Cumulative Perpetual Preferred Stock, Series E) is subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series F Preferred Stock for the last preceding dividend period. The terms of the Series F Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.6 to the Company's Form 8-A filed on July 26, 2024 and is incorporated herein by reference.