REGIONS FINANCIAL CORP Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B Depositary Shares, each representing a 1/40th Interest in a Share of 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C Depositary Shares, each representing a 1/40th Interest in a Share of4.45% Non-Cumulative Perpetual Preferred Stock, Series E false 0001281761 0001281761 2022-09-28 2022-09-28 0001281761 us-gaap:CommonStockMember 2022-09-28 2022-09-28 0001281761 us-gaap:SeriesBPreferredStockMember 2022-09-28 2022-09-28 0001281761 us-gaap:SeriesCPreferredStockMember 2022-09-28 2022-09-28 0001281761 us-gaap:SeriesEPreferredStockMember 2022-09-28 2022-09-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 28, 2022

 

 

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34034   63-0589368

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1900 Fifth Avenue North

Birmingham, Alabama 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (800) 734-4667

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $.01 par value   RF   New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B   RF PRB   New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C   RF PRC   New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 4.45% Non-Cumulative Perpetual Preferred Stock, Series E   RF PRE   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 7.01

Regulation FD Disclosure.

Regions Bank (the “Bank”), a wholly owned subsidiary of Regions Financial Corporation, has entered into a Consent Order with the Consumer Financial Protection Bureau (the “CFPB”) regarding the previously disclosed investigation by the CFPB into certain of the Bank’s historical overdraft practices and policies, specifically focused on one type of overdraft fee the Bank stopped charging over a year ago. A copy of the Consent Order is available on the CFPB’s website. The terms of the Consent Order include payment by the Bank of a $50 million civil monetary penalty and customer redress of approximately $141 million. The financial impact of the settlement will be reflected in Regions Financial Corporation’s results for the third quarter of 2022.

On September 28, 2022, the Bank issued a press release commenting on the resolution of the matter. A copy of the Bank’s press release referenced above is being furnished as Exhibit 99.1 to this report and is also available on the Bank’s website at www.regions.com. Exhibit 99.1 is incorporated by reference under this Item 7.01.

In accordance with general instruction B.2 of Form 8-K, the information provided pursuant to this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits.

 

Exhibit
Number

  

Description of Exhibit

99.1    Press Release dated September 28, 2022.
104    Cover Page Interactive Data (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 28, 2022     REGIONS FINANCIAL CORPORATION
    By:  

/s/ Tara A. Plimpton

    Name:   Tara A. Plimpton
    Title:   Chief Legal Officer and Corporate Secretary
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