SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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On April 27, 2021, Regions Financial Corporation (“Regions”) launched a proposed public offering (the “Offering”) of a new series of preferred stock (the “Preferred Stock”). The Offering is subject to pricing, which has not yet occurred. If the Offering is priced and proceeds to closing, Regions intends to use a portion of the net proceeds from the sale of the Preferred Stock to redeem some or all outstanding shares of its 6.375% Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”), on the dividend payment date on June 15, 2021.
The pricing of the Offering, and thus whether the redemption of the Series A Preferred Stock will occur, is subject to market conditions and other considerations. There is no assurance that the Offering will price and close or that Regions will decide to redeem the Series A Preferred Stock, or, if it does, the amount to be redeemed and the timing of the redemption. If Regions decides to redeem the Series A Preferred Stock, it intends to announce its decision by filing a Current Report on Form 8-K and issuing an appropriate notice of redemption following the closing of the Offering.
The Offering is described in Regions’ preliminary prospectus supplement dated April 27, 2021, which was filed with the Securities and Exchange Commission today.
This Current Report on Form 8-K does not constitute an offer to sell the Preferred Stock.
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the completion of, and the use of proceeds from, the Offering, including the redemption of the Series A Preferred Stock. These statements are based upon Regions’ current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond the Regions’ control). Additional information regarding Regions’ use of “forward-looking statements” can be found under the caption “Forward-Looking Statements” beginning on page 7 of Regions’ Annual Report on Form 10-K for the year ended December 31, 2020. Actual results may differ, possibly materially, from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties set forth under “Risk Factors” beginning on page 21 of Regions’ Annual Report on Form 10-K for the year ended December 31, 2020.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Regions Financial Corporation|
|Date: April 27, 2021||By:|
|Name:||Hardie B. Kimbrough, Jr.|
|Title:||Executive Vice President and Controller (Chief Accounting Officer and Authorized Officer)|