8-K

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): April 24, 2014

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))

Item 8.01     Other Events.

On April 24, 2014, Regions Financial Corporation issued a press release announcing an increase in its quarterly cash dividend on its common stock to $0.05 per share and authorization of a new $350 million common stock repurchase program, permitting repurchases through the end of the first quarter of 2015. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated April 24, 2014

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/ Fournier J. Gale, III

Name:    Fournier J. Gale, III

Title:    Senior Executive Vice President,

General Counsel and Corporate

Secretary

Date: April 24, 2014

EX-99.1

EXHIBIT 99.1

Media Contact:	Investor Relations Contacts:
Evelyn Mitchell	List Underwood or Dana Nolan
(205) 264-4551	(205) 581-7890

Regions Financial Corporation Increases Quarterly Common Stock Dividend to $0.05 Per Share and Announces $350 Million Common Stock Repurchase Program

BIRMINGHAM, Ala. - (BUSINESS WIRE) - April 24, 2014 - The Regions Financial Corporation (NYSE:RF) Board of Directors today declared a quarterly cash dividend of $0.05 per common share and authorized an equity repurchase program for up to $350 million of the company’s common stock.

Both actions were previously announced on March 26, 2014, following the Federal Reserve's indication to Regions that it did not object to the company's capital plan and proposed capital actions as part of the 2014 Comprehensive Capital Analysis and Review (CCAR) process.

The authority granted under the repurchase program expires on March 31, 2015. The timing and exact amount of common stock repurchases is subject to the terms of the company’s capital plan and will depend on various factors, including market conditions, the company's capital position and internal capital generation. The repurchase program does not include specific price targets, may be executed through open market purchases, accelerated share repurchase transactions or privately negotiated transactions, including utilizing Rule 10b5-1 programs, and may be suspended at any time.

The quarterly cash dividend of $0.05 per common share is payable July 1, 2014, to stockholders of record at the close of business on June 13, 2014. This represents an increase from the previous quarterly dividend of $0.03 per common share.

In addition, the Board of Directors authorized payment of a quarterly cash dividend related to the outstanding shares of its 6.375% Non-Cumulative Perpetual Preferred Stock, Series A (the "Series A Preferred Stock"). Each outstanding share of the Series A Preferred Stock is represented by depositary shares, each representing a 1/40th interest in a share of Series A Preferred Stock. The dividend of $15.9375 per share (equivalent to approximately $0.398438 per depositary share) will be paid on June 16, 2014, to stockholders of record at the close of business on June 2, 2014.

About Regions Financial Corporation:

Regions Financial Corporation (NYSE:RF), with $118 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, mortgage, and insurance products and services. Regions serves customers in 16 states across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,700 banking offices and 2,000 ATMs. Additional information about Regions and its full line of products and services can be found at www.regions.com.

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