Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 12, 2024

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 communications 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
Depositary Shares, each representing a 1/40th Interest in a Share of Non-Cumulative Perpetual Preferred Stock, Series F	RF PRF	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 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2024, Ronald G. Smith, Senior Executive Vice President, Head of Corporate Banking Group of Regions Financial Corporation (the “Company”), notified the Company of his intent to retire from the Company on or around December 31, 2024.

The Company has appointed Brian R. Willman to serve as Senior Executive Vice President, Head of Corporate Banking Group of the Company, effective upon Mr. Smith’s retirement.

Item 7.01 Regulation FD Disclosure.

On August 13, 2024, the Company issued a press release announcing Mr. Smith’s planned retirement from the Company and Mr. Willman’s appointment as Senior Executive Vice President, Head of Corporate Banking Group of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In accordance with general instruction B.2. of Form 8-K, the information included in and incorporated by reference under this Item 7.01 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 August 13, 2024.
104						Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

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: August 13, 2024	By:	/s/ Tara A. Plimpton
		Name:	Tara A. Plimpton
		Title:	Chief Legal Officer and Corporate Secretary

Exhibit 99.1

NEWS RELEASE

Media Contact:

Jeremy D. King Regions News Online: regions.doingmoretoday.com

Regions Bank

(205) 264-4551

Regions Bank Announces Retirement of Ronnie Smith, Appointment of Brian Willman as Head of Corporate Banking Group

Experienced Corporate Banking Group team positioned to build on Regions’ legacy of customized services for business clients.

BIRMINGHAM, Ala. – Aug. 13, 2024 – Regions Bank on Tuesday announced Ronnie Smith, head of the company’s Corporate Banking Group, will retire at the end of the year following more than four decades of service to Regions and its predecessor banks.

Brian Willman, head of Commercial Banking for Regions, will succeed Smith as head of Regions’ Corporate Banking Group. Nikki Stephenson, head of Credit Products for Regions, will be elevated to serve as head of Commercial Banking.

Smith began his career in 1981 at Deposit Guaranty National Bank in Mississippi, one of the banks that would ultimately combine to become Regions in the years that followed. Known for his dedication to clients and communities, Smith held numerous leadership roles before he was named head of Regions’ Corporate Banking Group in 2018.

“Ronnie’s leadership and integrity exemplify how we serve our customers. He leads by example, taking the time to understand what’s most important to business clients – and then guiding our teams in developing tailored financial solutions to help clients reach their goals,” said John Turner, Chairman, President and CEO of Regions Financial Corp. “As a member of Ronnie’s team, Brian Willman shares in Regions’ commitment to superior service. Brian’s ability to build strong teams and his experience helping business owners and managers achieve success will ensure our Corporate Banking Group remains well positioned to continue exceeding the expectations of the businesses we serve.”

As head of the Corporate Banking Group, Willman will report directly to Turner. A 15-year veteran of Regions, Willman joined the bank in 2009 as community banking executive serving Georgia and South Carolina. He was later elevated to further leadership roles, including area president for South Alabama and the Florida Panhandle, as well as chief operating officer for Commercial Banking. He became head of Commercial Banking in early 2020.

“Regions distinguishes itself in the marketplace through the quality of our bankers and our collaborative, team-based approach toward serving a wide range of businesses and industries,” Willman said. “Our team’s experience and expertise, combined with a dedicated focus on helping our clients achieve their strategic goals, define our measure of success.”

Willman added, “Ronnie Smith has championed collaboration and innovation throughout his career with the bank, and we will strive every day to build on the legacy of service he has instilled across the Corporate Banking Group.”

In her new role, Stephenson will report directly to Willman, leveraging over 16 years of experience meeting the financial needs of Regions’ business clients. Stephenson joined Regions’ Capital Markets division in 2008 from

SunTrust Bank and has held a number of leadership roles throughout her tenure. Her background includes years of capital-raising experience for middle market clients, large corporate organizations, and private equity firms.

“Our customer-centric approach enables Regions to serve as a steady, trusted source of quality financial guidance and customized insights,” Stephenson said. “Clients recognize they are getting more value as we deliver a broad range of experience, coupled with consistent innovations that make banking more convenient and more intuitive. Our teams are working hand-in-hand with customers to meet complex financial needs today, while helping position those clients for even greater success tomorrow.”

Smith, Willman and Stephenson will work closely with each other and additional leaders from Regions’ Corporate Banking Group to ensure a smooth transition of leadership in the coming months.

Smith reflected on his tenure with the bank, pointing out that while a lot has changed over time, at its core, banking is still a ‘people’ business.

“While both the industry and the logos on my business card have changed throughout my career, it’s what hasn’t changed that I will miss most – the people I’ve been privileged to work with,” Smith said. “Throughout my career, the quality of people I’ve been blessed to work alongside hasn’t changed. Knowing I have been part of a team with a shared purpose and a commitment to raising the bar and achieving excellence means the most to me. I am confident Brian will provide solid leadership that will empower the Corporate Banking Group to continue doing great things together. And Nikki’s experience and passion for service will guide our Commercial Banking teams in consistently finding new ways to deliver Regions’ best for the businesses we serve.”

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $154 billion in assets, is a member of the S&P 500 Index and is one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, and mortgage products and services. Regions serves customers across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,250 banking offices and more than 2,000 ATMs. Regions Bank is an Equal Housing Lender and Member FDIC. Additional information about Regions and its full line of products and services can be found at www.regions.com.

Cover	Aug. 12, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 12, 2024
Entity Registrant Name	REGIONS FINANCIAL CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34034
Entity Tax Identification Number	63-0589368
Entity Address, Address Line One	1900 Fifth Avenue North
Entity Address, City or Town	Birmingham
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35203
City Area Code	800
Local Phone Number	734-4667
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001281761
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	RF
Security Exchange Name	NYSE
Series B Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	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
Trading Symbol	RF PRB
Security Exchange Name	NYSE
Series C Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	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
Trading Symbol	RF PRC
Security Exchange Name	NYSE
Series E Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th Interest in a Share of 4.45% Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	RF PRE
Security Exchange Name	NYSE
Series F Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th Interest in a Share of Non-Cumulative Perpetual Preferred Stock, Series F
Trading Symbol	RF PRF
Security Exchange Name	NYSE