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): June 30, 2020

 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))

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.¨

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% Non-Cumulative Perpetual Preferred Stock, Series A	RF PRA	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

Item 8.01     Other Events.

On June 30, 2020, Regions Financial Corporation (the “Company”) issued a press release announcing the results of its Supervisory Stress Test and its preliminary Stress Capital Buffer requirement for the fourth quarter of 2020 through the third quarter of 2021, as determined by the Federal Reserve Board.

A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number Description

99.1 Press Release dated June 30, 2020.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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/ Hope D. Mehlman
Name:	Hope D. Mehlman
Title:	Executive Vice President,
	Corporate Secretary, Chief Governance Officer and Deputy General Counsel

Date: June 30, 2020

EX-99.1

EXHIBIT 99.1

Media Contact:	Investor Relations Contact:
Evelyn Mitchell	Dana Nolan
205-264-4551	205-264-7040

Regions Financial Corp. Announces Preliminary Stress Capital Buffer Requirement of 3.0%

BIRMINGHAM, Ala. - June 30, 2020 - The Federal Reserve indicated to Regions Financial Corporation (NYSE:RF) that the company exceeded all minimum capital levels under the Supervisory Stress Test. Regions’ preliminary Stress Capital Buffer requirement for the fourth quarter of 2020 through the third quarter of 2021, as determined by the Federal Reserve, will be 3.0%, representing the amount of capital degradation under the Supervisory Severely Adverse scenario, inclusive of four quarters of planned common stock dividends. The company believes its proactive interest rate hedging program, which became effective in 2020, will provide substantial resilience to pretax pre-provision net revenue.

“Over the past decade we've strengthened our capital position and optimized our balance sheet to improve risk-adjusted returns while making strategic investments to deliver sustainable performance. Additionally, we have taken meaningful steps to reduce variability in our revenue streams,” said John Turner, President and CEO. “We are committed to effectively managing capital to strengthen organic growth, generate sustainable, long-term value for our shareholders, and continue lending activities to support customers and communities during the current economic downturn.”

These results allow Regions to manage capital in support of lending activities and focus on appropriate shareholder returns. Regions’ current Capital Plan reflects the previously announced suspension of share repurchases through year-end 2020. Regions' Board of Directors will evaluate the common stock dividend at its regularly scheduled meeting in July 2020. Additionally, the Federal Reserve has provided specific limitations on capital distributions in the third quarter of 2020 that the company will need to maintain compliance with in order to maintain its common stock dividend. Regions expects to be in compliance with these requirements for the third quarter of 2020.

Regions will continue to monitor the developing situation with COVID-19 and will, with its Board of Directors, consider adjustments to its capital actions if necessary. In addition, as part of its stress testing process, the Federal Reserve announced that due to rapidly changing conditions, it is requiring all large banks to update and resubmit their capital plans later this year so that it can conduct additional analysis to determine if adjustments are appropriate.

Regions believes its ongoing and robust capital planning process is designed

to ensure the efficient use of capital while maintaining a long-term approach to capital allocation and distribution consistent with the company’s strategic priorities.

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $133 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 1,400 banking offices and 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.

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Document and Entity Information	Jun. 30, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 30, 2020
Entity Registrant Name	REGIONS FINANCIAL CORPORATION
Entity Central Index Key	0001281761
Amendment Flag	false
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
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	RF
Security Exchange Name	NYSE
Series A Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	6.375% Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	RF PRA
Security Exchange Name	NYSE
Series B Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	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
Entity Information [Line Items]
Title of 12(b) Security	5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C
Trading Symbol	RF PRC
Security Exchange Name	NYSE