RF 8-K
Regions Financial Corp (RF)
8-K
2025-06-17
For: 2025-06-17
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Added on
April 11, 2026
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): June 17, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
| Depositary Shares, each representing a 1/40th Interest in a Share of | ||||||||||||||
| Depositary Shares, each representing a 1/40th Interest in a Share of | ||||||||||||||
| Depositary Shares, each representing a 1/40th Interest in a Share of | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 17, 2025, Regions Financial Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designations (the “Certificate of Designations”) relating to the Company’s Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Preferred Stock”). No shares of the Series D Preferred Stock remain outstanding. On June 16, 2025, all then-outstanding shares of Series D Preferred Stock were redeemed in accordance with the terms of the Certificate of Designations. Following the filing of the Certificate of Elimination, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein, all previously-authorized shares of the Series D Preferred Stock resumed the status of undesignated shares of the Company’s preferred stock, par value $1.00 per share.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |||||||
| 3.1 | Certificate of Elimination of the Non-Cumulative Perpetual Preferred Stock, Series D of Regions Financial Corporation, filed with the Secretary of State of the State of Delaware and effective June 17, 2025. | |||||||
| 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.
| REGIONS FINANCIAL CORPORATION | ||||||||
| By: | /s/ Karin K. Allen | |||||||
| Name: | Karin K. Allen | |||||||
| Title: | Executive Vice President and Assistant Controller (Chief Accounting Officer and Authorized Officer) | |||||||
Date: June 17, 2025
Exhibit 3.1 CERTIFICATE OF ELIMINATION OF THE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES D OF REGIONS FINANCIAL CORPORATION (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Regions Financial Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows: FIRST: The Certificate of Designations filed on June 4, 2020 and constituting part of the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Designations”) authorizes the issuance of 3,500 shares of preferred stock of the Corporation, par value $1 per share, designated as Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Preferred Stock”). SECOND: Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), on June 17, 2025, the duly authorized Pricing Committee of the Board of Directors of the Corporation adopted the following resolutions: RESOLVED, that pursuant to Section 151 of the General Corporation Law of the State of Delaware and in accordance with the provisions of the Amended and Restated Certificate of Incorporation and the Bylaws of the Corporation and applicable law, a duly authorized committee of the Board adopted on June 2, 2020 resolutions authorizing the creation of 3,500 shares of preferred stock of the Corporation, par value $1 per share, liquidation preference $100,000 per share, designated as Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Preferred Stock”), of the Corporation, and fixed the designation, preferences, privileges, voting rights, and other special rights or qualifications, limitations and restrictions thereof, and authorized the filing of the Certificate of Designations of the Series D Preferred Stock (the “Series D Certificate of Designations”) with the Secretary of State of the State of Delaware; RESOLVED, that, as of the date hereof, no shares of the Series D Preferred Stock are outstanding and no shares of the Series D Preferred Stock will be issued subject to the Series D Certificate of Designations; RESOLVED, that when a certificate setting forth this resolution becomes effective, it shall have the effect of eliminating from the Corporation’s Amended and Restated Certificate of Incorporation all matters set forth in the Series D Certificate of Designations with respect to the Series D Preferred Stock; and RESOLVED, that each Authorized Officer (as defined in the resolutions duly adopted by the Board of Directors on February 12, 2025) or any designee of an Authorized Officer is authorized, in the name and on behalf of the Corporation or in any other capacity, to file a Certificate of Elimination with the Secretary of State of the State of Delaware effecting the elimination of the Series D Preferred Stock.
THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, the Certificate of Designations and all references to Series D Preferred Stock in the Corporation’s Amended and Restated Certificate of Incorporation hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by Andrew Nix, its Executive Vice President, Assistant Corporate Secretary, Chief Governance Officer and Deputy General Counsel, this 17th day of June, 2025. REGIONS FINANCIAL CORPORATION By: /s/ Andrew Nix Name: Andrew Nix Title: Executive Vice President, Assistant Corporate Secretary, Chief Governance Officer and Deputy General Counsel