Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-262964
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20,000,000 DEPOSITARY SHARES EACH REPRESENTING A 1/40TH INTEREST IN A SHARE OF
NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES F
Pricing Term Sheet
This pricing term sheet supplements the information set forth under “Description of the Series F Preferred Stock” in
the preliminary prospectus supplement, dated July 22, 2024 (the “Preliminary Prospectus Supplement”) to the
prospectus dated February 24, 2022.
Issuer:
Regions Financial Corporation
Security:
Depositary shares (the “Depositary Shares”) each representing a 1/40th
interest in a share of Non-Cumulative Perpetual Preferred Stock, Series
F, of the Issuer (the “Preferred Stock”)
Expected Security Ratings
(Moody’s/S&P/Fitch):*
Baa3 / BB+ / BB+ (Negative/Stable/Stable)
Size:
$500,000,000 / 20,000,000 Depositary Shares
Over-allotment Option:
No over-allotment option applies to this offering.
Liquidation Preference:
$25 per Depositary Share (equivalent to $1,000 per share of Preferred
Stock)
Term:
Perpetual
First Reset Date:
September 15, 2029
Reset Date:
The First Reset Date and each date falling on the fifth anniversary of the
preceding reset date
Reset Period:
The period from and including the First Reset Date to, but excluding, the
next following Reset Date and thereafter each period from and including
each Reset Date to, but excluding, the next following Reset Date
Reset Dividend Determination Date
In respect of any Reset Period, the day falling three business days prior to
the beginning of such Reset Period
Dividend Rate (Non-Cumulative):
At a rate per annum equal to (i) 6.95% from the Settlement Date to, but
excluding, September 15, 2029; and (ii) for each Reset Period from, and
including, September 15, 2029, the “five-year treasury rate” (as defined
in the Preliminary Prospectus Supplement) as of the most recent Reset
Dividend Determination Date plus 2.771%
Dividend Payment Dates:
Quarterly in arrears on March 15, June 15, September 15, and December
15 of each year, commencing on September 15, 2024
Day Count:
30/360
Trade Date:
July 22, 2024
Settlement Date:
July 29, 2024 (T+5)**
Optional Redemption:
The Issuer may redeem the Preferred Stock, at its option, subject to
regulatory approval (if then required), at a price equal to $1,000 per share
(equivalent to $25 per Depositary Share), plus any declared and unpaid
dividends (without regard to any undeclared dividends) to but excluding
the redemption date, (i) in whole or in part, from time to time, on any
dividend payment date on or after the First Reset Date or (ii) in whole but
not in part, at any time following a regulatory capital treatment event (as
defined in the Preliminary Prospectus Supplement)
Listing:
Application will be made to list the Depositary Shares on the New York
Stock Exchange (the “NYSE”) under the symbol “RFPrF.” If approved
for listing, trading of the Depositary Shares on the NYSE is expected to
commence within the 30-day period after the original issuance date of the
Depositary Shares
Public Offering Price:
$25 per Depositary Share
Underwriting Discounts and
Commissions:
$9,859,000, reflecting 10,960,000 Depositary Shares sold to institutional
investors, for which the underwriters received an underwriting discount
of $0.2500 per Depositary Share, and 9,040,000 Depositary Shares sold
to retail investors, for which the underwriters received an underwriting
discount of $0.7875 per Depositary Share
Net Proceeds to Issuer (after
underwriting discounts and
commissions, before offering
expenses):
$490,141,000
Joint Book-Running Managers:
Morgan Stanley & Co. LLC
BofA Securities, Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
RBC Capital Markets, LLC
Regions Securities LLC
Co-Managers:
Academy Securities, Inc.
Blaylock Van, LLC
Samuel A. Ramirez & Company, Inc.
R. Seelaus & Co., LLC
CUSIP/ISIN for the Depositary Shares:
7591EP 860/US7591EP8604
*An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating
agencies base their ratings on such material and information, and such of their own investigations, studies and
assumptions, as they deem appropriate. The rating of the Depositary Shares should be evaluated
independently from similar ratings of other securities. A credit rating of a security is not a recommendation to
buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any
time by the assigning rating agency.
**It is expected that delivery of the Depositary Shares will be made in book-entry form only through the
facilities of The Depository Trust Company for the accounts of its participants, including Clearstream
Banking, S.A., and Euroclear Bank SA/NV, against payment in New York, New York on or about the fifth
business day following the Trade Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades of
securities in the secondary market generally are required to settle in one business day, referred to as T+1,
unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the
Depositary Shares will not be made on a T+1 basis, investors who wish to trade the Depositary Shares more
than one business day before the Settlement Date will be required to specify an alternative settlement cycle at
the time of any such trade to prevent a failed settlement.
The Depositary Shares are not deposits or obligations of a bank and are not insured or guaranteed by the
Federal Deposit Insurance Corporation or by any other government agency or instrumentality.
The Issuer has filed a registration statement (including a prospectus, as supplemented by a preliminary
prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this
communication relates. Before you invest, you should read each of these documents and the other documents
the Issuer has filed with the SEC and incorporated by reference in such documents for more complete
information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, you may obtain a copy of these documents by calling
Morgan Stanley & Co. LLC at (866) 718-1649, BofA Securities, Inc. at (800) 294-1322, Goldman Sachs & Co.
LLC at (866) 471-2526, J.P. Morgan Securities LLC collect at (212) 834-4533, RBC Capital Markets, LLC at
(866) 375-6829, or Regions Securities LLC at (404) 279-7400.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be
disregarded. Such disclaimer or notice was automatically generated as a result of this communication being
sent by Bloomberg or another email system. 

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