Filed Pursuant to Rule 424(b)(2)

Registration No. 333-262964

Theinformationinthispreliminary prospectussupplementisnotcompleteandmaybechanged.Aregistrationstatementrelatingtothesesecuritieshasbeen

filed withtheSecuritiesandExchangeCommission.Thispreliminary prospectussupplementandtheaccompanyingprospectusarenotanoffertosellnordo

theyseek anofferto buythesesecuritiesinany jurisdictionwheretheofferorsaleisnotpermitted.

Subjectto Completion, Dated September 3, 2024

PRELIMINARYPROSPECTUSSUPPLEMENT

(To ProspectusDated February 24, 2022)

Regions FinancialCorporation

$% FixedRate / FloatingRate Senior Notesdue 20

We are offering by this prospectus supplement $          principal amount of our          % Fixed Rate / Floating Rate Senior Notes due 20    (the “Notes”). The

Notes will initially bear interest at          % per annum, payable semi-annually in arrears on [_____] and            of each year, beginning on the issue date to, but

excluding,          , 20  . Commencing on          , 20  , the Notes will bear interest at a floating rate per annum equal to Compounded SOFR (determined with respect

to each quarterly interest period using the SOFR Index as described herein under “Description of the Notes—Compounded SOFR”) plus        %, payable quarterly in

arrears on          , 20  ,            , 20  ,            , 20  and at the maturity date. 

On or after          , 2025 (or, if additional Notes are issued after the original issue date, on or after the date that is 181 days after the issue date of such additional

Notes) and prior to          , 20  , we may redeem the Notes, in whole or in part, at any time or from time to time, by paying the aggregate principal amount of the

Notes to be redeemed plus a “make-whole” premium (as described herein under “Description of the Notes—Redemption”) plus accrued and unpaid interest thereon,

if any, to, but excluding, the redemption date. On _____, 20  , we may redeem the Notes, in whole, but not in part, by paying the aggregate principal amount of the

Notes to be redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. At any time or from time to time on or after [_____],

20  , we may redeem the Notes in whole or in part by paying the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon,

if any, to, but excluding, the redemption date. The Notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be

entitled to any sinking fund.

The Notes will be senior unsecured obligations of Regions Financial Corporation and will rank equally among themselves and with all of our other unsecured

and unsubordinated indebtedness. The Notes will not be guaranteed by any of our subsidiaries.

The Notes will be issued only in registered book-entry form, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Notes will not be listed on any securities exchange. Currently there is no public market for the Notes.

Investingin theNotes involvesrisks.See “RiskFactors” beginningon page S-5of thisprospectus supplementand in our Annual Reporton

Form 10-K fortheyearended December 31, 2023 to read about factors you shouldconsiderbeforeinvestingin theNotes.

	Price to Public(1)	Underwriting Discount	Proceeds, Before Expenses, to Regions(1)
Per Note	%	%	%
Total Notes	$	$	$

(1)  Plus accrued interest, if any, from September, 2024.

Neither the Securities and Exchange Commission, any state securities commission, the Federal Deposit Insurance Corporation, the Board of

Governors of the Federal Reserve System nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus

supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The Notes are not savings accounts, deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any other

governmental agency or instrumentality.

The underwriters expect to deliver the Notes 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 September, 2024.

Our affiliates may use this prospectus supplement and the accompanying prospectus in connection with offers and sales of the Notes in the secondary market.

These affiliates may act as principal or agent in those transactions. Secondary market sales will be made at prices related to market prices at the time of sale.

JointBook-RunningManagers

Barclays Citigroup Deutsche Bank Securities UBS Investment Bank Regions Securities LLC

Prospectus Supplement dated September, 2024

S-i

TABLEOF CONTENTS

ProspectusSupplement

	Page
About This ProspectusSupplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-ii
WhereYou Can Find MoreInformation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-ii
SpecialNote RegardingForward-LookingStatements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-iv
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-5
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-12
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-13
Descriptionof Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-14
Book-Entry,Deliveryand Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-31
MaterialUnitedStatesFederalIncomeTax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-35
CertainERISAConsiderations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-39
Underwriting(Conflictsof Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-41
Validityof theNotes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-46
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-46

Prospectus

Page

About This Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

WhereYou Can Find MoreInformation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Incorporationof CertainInformationby Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

Validityof theSecurities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

S-ii

ABOUTTHIS PROSPECTUSSUPPLEMENT

This document consists of two parts. The first part is the prospectus supplement, which describes the specific

terms of this offering. The second part is the prospectus, which describes more general information, some of which

may not apply to this offering. You should read both this prospectus supplement and the accompanying prospectus,

together with additional information described below under the heading “Where You Can Find More Information.”

Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus

supplement to “we,” “us,” “our” or similar references mean Regions Financial Corporation and not its subsidiaries

and references to “Regions” mean Regions Financial Corporation and its subsidiaries.

If the information set forth in this prospectus supplement differs in any way from the information set forth in

the accompanying prospectus, you should rely on the information set forth in this prospectus supplement.

We and the underwriters have not authorized anyone to provide you with any information other than that

contained in this prospectus supplement, the accompanying prospectus, and any related free writing prospectus

prepared by us or on our behalf. When you make a decision about whether to invest in the Notes, you should not

rely upon any information other than the information in this prospectus supplement, the accompanying prospectus,

any related free writing prospectus prepared by us or on our behalf and the documents incorporated by reference.

We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any other

information that others may give you. You should assume that information contained in this prospectus supplement,

the accompanying prospectus, any related free writing prospectus prepared by us or on our behalf and the

documents incorporated by reference herein is accurate only as of their respective dates. Our business, financial

condition, results of operations and prospects may have changed since those dates. This prospectus supplement and

the accompanying prospectus are not an offer to sell or solicitation of an offer to buy Notes in any circumstances

under which the offer or solicitation is unlawful.

WHEREYOU CANFINDMORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and

Exchange Commission (the “SEC”). Our SEC filings are available to the public over the Internet at the SEC’s

website at www.sec.gov and on the investor relations page of our website at www.regions.com. Except for SEC

filings incorporated by reference in this prospectus supplement and the accompanying prospectus, none of the

information on or that can be accessed through our website is part of this prospectus supplement or the

accompanying prospectus.

The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with

it, which means that we can disclose important information to you by referring you to those documents. The

information incorporated by reference is an important part of this prospectus supplement and information that we

subsequently file with the SEC will automatically update and supersede the information in this prospectus

supplement and in our other filings with the SEC. We incorporate by reference the documents listed below, which

we have already filed with the SEC, and any future filings we make with the SEC under Section 13(a), 13(c), 14 or

15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until we sell all the Notes offered

by this prospectus supplement (in each case, other than information that is deemed, under SEC rules, not to have

been filed):

•Our Annual Reporton Form10-K fortheyearended December31, 2023, filedFebruary23, 2024;

•Our Proxy Statementon Schedule14A forour Annual Meetingof Shareholdersheldon April17, 2024,

filedMarch4, 2024;

•Our QuarterlyReporton Form10-Q forthequartersended March31, 2024 and June 30, 2024, filed

May 7, 2024 and August 6, 2024, respectively; and

•Our CurrentReports on Form8-K, filed February 14, 2024, April 18, 2024, June 6, 2024, July 23, 2024,

July 29, 2024, and August 13, 2024.

S-iii

You mayrequesta copy of thesefilings(otherthanan exhibitto a filingunlessthatexhibitisspecifically

incorporatedby referenceintothatfiling)atno cost,by writingor callingus atthefollowingaddress:

Regions FinancialCorporation

InvestorRelations

1900 FifthAvenue North

Birmingham,Alabama35203

Telephone:(205)264-7040

S-iv

SPECIALNOTEREGARDINGFORWARD-LOOKING STATEMENTS

The informationincludedor incorporatedby referencein thisprospectussupplementand theaccompanying

prospectusmayincludeforward-lookingstatementsas definedin thePrivateSecuritiesLitigationReformAct of

1995. The words “future,”“anticipates,”“assumes,”“intends,”“plans,”“seeks,”“believes,”“predicts,”

“potential,”“objectives,”“estimates,”“expects,”“targets,”“projects,”“outlook,”“forecast,”“would,” “will,”

“may,”“might,”“could,”“should,”“can,”and similartermsand expressionsoftensignifyforward-looking

statements.Forward-lookingstatementsaresubjectto theriskthattheactualeffectsmaydiffer,possibly

materially,fromwhat isreflectedin thoseforward-lookingstatementsdue to factorsand futuredevelopments

thatareuncertain,unpredictableand in manycasesbeyond our control.Forward-lookingstatementsarenot

basedon historicalinformation,but ratherarerelatedto futureoperations,strategies,financialresultsor other

developments.Forward-lookingstatementsarebasedon management’scurrentexpectationsas wellas certain

assumptionsand estimatesmadeby, and informationavailableto, managementatthetimethestatementsare

made.Those statementsarebasedon generalassumptionsand aresubjectto variousrisks,and becausetheyalso

relateto thefuturetheyarelikewisesubjectto inherentuncertaintiesand otherfactorsthatmaycauseactual

resultsto differmateriallyfromtheviews, beliefsand projectionsexpressedin such statements.Therefore,we

cautionyou againstrelyingon any of theseforward-lookingstatements.These risks,uncertaintiesand other

factorsinclude,but arenot limitedto, thosedescribedbelow:

•Currentand futureeconomicand marketconditionsin theUnitedStatesgenerallyor in the

communitiesRegions serves(inparticulartheSoutheasternUnitedStates),includingtheeffectsof

possibledeclinesin propertyvalues,increasesin interestratesand unemploymentrates,inflation,

financialmarketdisruptionsand potentialreductionsof economicgrowth, which mayadverselyaffect

Regions’lendingand otherbusinessesand Regions’financialresultsand conditions.

•Possiblechangesin trade,monetaryand fiscalpoliciesof, and otheractivitiesundertakenby,

governments,agencies,centralbanks and similarorganizations,which couldhave a materialadverse

effecton Regions’businessesand Regions’financialresultsand conditions.

•Changes in marketinterestratesor capitalmarketscouldadverselyaffectRegions’revenueand

expense,thevalueof assets(suchas Regions’portfolioof investmentsecurities)and obligations,as

wellas theavailabilityand costof capitaland liquidity.

•Volatilityand uncertaintyaboutthedirectionof interestratesand thetimingof any changes,which

mayleadto increasedcostsforbusinessesand consumersand potentiallycontributeto poor business

and economicconditionsgenerally.

•Possiblechangesin thecreditworthinessof customersand thepossibleimpairmentof the

collectability of loansand leases,includingoperatingleases.

•Changes in thespeedof loanprepayments,loanoriginationand salevolumes,charge-offs,creditloss

provisionsor actualcreditlosseswhere Regions’allowanceforcreditlossesmaynot be adequateto

coverRegions’eventuallosses.

•Possibleaccelerationof prepaymentson mortgage-backedsecuritiesdue to declininginterestrates,

and therelatedaccelerationof premiumamortizationon thosesecurities.

•Possiblechangesin consumerand businessspendingand savinghabitsand therelatedeffecton

Regions’abilityto increaseassetsand to attractdeposits,which couldadverselyaffectRegions’net

income.

•Loss of customercheckingand savingsaccountdepositsas customerspursueother,higher-yield

investments,or theneed to priceinterest-bearingdepositshigherdue to competitiveforces.Eitherof

theseactivitiescouldincreaseRegions’fundingcosts.

•Possibledowngradesin Regions’creditratingsor outlookcould,amongothernegativeimpacts,

increasethecostsof fundingfromcapitalmarkets.

S-v

•The lossof valueof Regions’investmentportfoliocouldnegativelyimpactmarketperceptionsof

Regions.

•Regions’abilityto managefluctuationsin thevalueof assetsand liabilitiesand off-balancesheet

exposureso as to maintainsufficientcapitaland liquidityto supportRegions’businesses.

•The effectsof socialmediaon marketperceptionsof Regions and banks generally.

•Marketreplacementof LIBORand therelatedeffecton Regions’ legacy LIBOR-based financialproducts

and contracts,including,but not limitedto, derivativeproducts,debtobligations,deposits,investments,

and loans.

•The effectsof problemsencounteredby otherfinancialinstitutionsthatadverselyaffectRegions or the

bankingindustrygenerallycouldrequireRegions to changecertainbusinesspractices,reduceRegions’

revenue,imposeadditionalcostson Regions, or otherwisenegativelyaffectRegions’businesses.

•Volatilityin thefinancialservicesindustry(includingfailuresor rumorsof failuresof otherdepository

institutions),alongwith actionstakenby governmentalagenciesto addresssuch turmoil,couldaffect the

abilityof depositoryinstitutions,includingRegions, to attractand retaindepositorsand to borrow or raise

capital.

•Regions’abilityto effectivelycompetewith othertraditionaland non-traditionalfinancialservices

companies,includingfintechs,someof which possessgreaterfinancialresourcesthanRegions does or

aresubjectto differentregulatorystandardsthanRegions is.

•Regions’inabilityto developand gainacceptancefromcurrentand prospectivecustomersfornew

productsand servicesand theenhancementof existingproductsand servicesto meetcustomers’needs

and respondto emergingtechnologicaltrendsin a timelymannercouldhave a negativeimpacton

Regions’revenue.

•Regions’inabilityto keep pacewith technologicalchanges,includingthoserelatedto theofferingof

digitalbankingand financialservices,couldresultin losingbusinessto competitors.

•Regions’abilityto executeon Regions’strategicand operationalplans,includingRegions’abilityto

fullyrealizethefinancialand nonfinancialbenefitsrelatingto Regions’strategicinitiatives.

•The risksand uncertaintiesrelatedto Regions’acquisitionor divestitureof businessesand risksrelated to

such acquisitions,includingthattheexpectedsynergies,costsavingsand otherfinancialor other benefits

maynot be realizedwithinexpectedtimeframes,or mightbe lessthanprojected;and difficultiesin

integratingacquiredbusinesses.

•The successof Regions’marketingeffortsin attractingand retainingcustomers.

•Regions’abilityto achieveRegions’expensemanagementinitiatives.

•Changes in commoditymarketpricesand conditionscouldadverselyaffectthecashflowsof Regions’

borrowersoperatingin industriesthatareimpactedby changesin commodityprices(including businesses

indirectlyimpactedby commoditiespricessuch as businessesthattransportcommoditiesor manufacture

equipmentused in theproductionof commodities),which couldimpairtheabilityof those borrowersto

serviceany loansoutstandingto themand/orreducedemandforloansin thoseindustries.

•The effectsof geopoliticalinstability,includingwars, conflicts,civilunrest,and terroristattacksand

thepotentialimpact,directlyor indirectly,on Regions’businesses.

•Fraud, theftor othermisconductconductedby externalparties,includingRegions’customersand

businesspartners,or by Regions’employees.

S-vi

•Any inaccurateor incompleteinformationprovidedto Regions by Regions’customersor

counterparties.

•Inabilityof Regions’frameworkto managerisksassociatedwith Regions’businesses,such as credit

riskand operationalrisk,includingthird-partyvendorsand otherserviceproviders,which inability

could,amongotherthings,resultin a breachof operatingor securitysystemsas a resultof a cyber-

attackor similaractor failureto deliverRegions’serviceseffectively.

•Regions’abilityto identifyand addressoperationalrisksassociatedwith theintroductionof or changes to

products,services,or deliveryplatforms.

•Dependenceon key suppliersor vendorsto obtainequipmentand othersuppliesforRegions’

businesseson acceptableterms.

•The inabilityof Regions’internalcontrolsand proceduresto prevent,detector mitigateany material

errorsor fraudulentacts.

•Regions’abilityto identifyand addresscyber-securityriskssuch as datasecuritybreaches,malware,

ransomware,“denialof service”attacks,“hacking”and identitytheft,includingaccounttake-overs,a

failureof which coulddisruptRegions’businessesand resultin thedisclosureof and/ormisuseor

misappropriationof confidentialor proprietaryinformation,disruptionor damageto Regions’systems,

increasedcosts,losses,or adverseeffectsto Regions’reputation.

•The effectsof thefailureof any componentof Regions’businessinfrastructureprovidedby a third party

coulddisruptRegions’businesses,resultin thedisclosureof and/ormisuseof confidential informationor

proprietaryinformation,increaseRegions’costs,negativelyaffectRegions’reputation, and causelosses.

•The effectsof any developments,changesor actionsrelatingto any litigationor regulatoryproceedings

broughtagainstRegions or any of Regions’subsidiaries.

•The costs,includingpossiblyincurringfines,penalties,or othernegativeeffects(includingreputational

harm)of any adversejudicial,administrative,or arbitralrulingsor proceedings,regulatoryenforcement

actionsor otherlegalactionsto which Regions or any of Regions’subsidiariesarea party,and which may

adverselyaffectRegions’results.

•Changes in laws and regulationsaffectingRegions’businesses,includinglegislationand regulations

relatingto bank productsand services,such as changesto debitcardinterchangefees,specialFDIC

assessments,any new long-termdebtrequirements,as wellas changesin theenforcementand

interpretationof such laws and regulationsby applicablegovernmentaland self-regulatoryagencies,

includingas a resultof thechangesin U.S.presidentialadministration,controlof theU.S.Congress, and

changesin personnelatthebank regulatoryagencies,which couldrequireRegions to change certain

businesspractices,increasecompliancerisk,reduceRegions’revenue,imposeadditionalcosts on

Regions, or otherwisenegativelyaffectRegions’businesses.

•Regions’capitalactions,includingdividendpayments,commonstockrepurchases,or redemptionsof

preferredstock,mustnot causeRegions to fallbelow minimumcapitalratiorequirements,with

applicablebufferstakenintoaccount,and mustcomplywith otherrequirementsand restrictionsunder

law or imposedby Regions’regulators,which mayimpactRegions’abilityto returncapitalto

shareholders.

•Regions’abilityto complywith stresstestingand capitalplanningrequirements(aspartof the

ComprehensiveCapitalAnalysisand Review processor otherwise)maycontinueto requirea

significantinvestmentof Regions’managerialresourcesdue to theimportanceof such testsand

requirements.

•Regions’abilityto complywith applicablecapitaland liquidityrequirements(including,amongother

things,theBaselIIIcapitalstandards),includingRegions’abilityto generatecapitalinternallyor raise

S-vii

capitalon favorableterms,and ifRegions failsto meetrequirements,Regions’financialconditionand

marketperceptionsof Regions couldbe negativelyimpacted.

•Regions’abilityto recruitand retaintalentedand experiencedpersonnelto assistin thedevelopment,

managementand operationof Regions’productsand servicesmaybe affectedby changesin laws and

regulationsin effectfromtimeto time.

•Regions’abilityto receivedividendsfromRegions’subsidiaries,in particularRegions Bank, could

affectRegions’liquidityand abilityto pay dividendsto shareholders.

•Fluctuationsin thepriceof Regions’commonstockand inabilityto completestockrepurchasesin the

timeframeand/oron thetermsanticipated.

•The effectsof anti-takeoverlaws and exclusiveforumprovisionin Regions’certificateof incorporation

and bylaws.

•The effectof new taxlegislationand/orinterpretationof existingtaxlaw, which mayimpactRegions’

earnings,capitalratiosand Regions’abilityto returncapitalto shareholders.

•Changes in accountingpoliciesor proceduresas maybe requiredby theFinancialAccountingStandard

Board or otherregulatoryagenciescouldmateriallyaffectRegions’financialstatementsand how

Regions reportsthoseresults,and expectationsand preliminaryanalysesrelatingto how such changes

willaffectRegions’financialresultscouldproveincorrect.

•Any impairmentof Regions’goodwillor otherintangibles,any repricingof assetsor any adjustmentof

valuationallowanceson Regions’deferredtaxassetsdue to changesin taxlaw, adversechangesin the

economicenvironmentdecliningoperationsof thereportingunitor otherfactors.

•The effectsof man-madeand naturaldisasters,includingfires,floods,droughts,tornadoes,hurricanes

and environmentaldamage(especiallyin theSoutheasternUnitedStates),which maynegativelyaffect

Regions’operationsand/orRegions’loanportfoliosand increaseRegions’costof conductingbusiness.

The severityand frequencyof futureearthquakes,fires,hurricanes,tornadoes,droughts,floodsand

otherweather-relatedeventsaredifficultto predictand maybe exacerbatedby globalclimatechange.

•The impactof pandemicson Regions’businesses,operationsand financialresultsand conditions.The

durationand severityof any pandemicas wellas governmentactionsor otherrestrictionsin connection

with such eventscoulddisrupttheglobaleconomy,adverselyaffectRegions’capitaland liquidity

position,impairtheabilityof borrowersto repayoutstandingloansand increaseRegions’allowance

forcreditlosses,impaircollateralvaluesand resultin lostrevenueor additionalexpenses.

•The effectsof any damageto Regions’reputationresultingfromdevelopmentsrelatedto any of the

itemsidentifiedabove.

You shouldnot placeundue relianceon any forward-lookingstatements,which speakonly as of thedate

made.Factorsor eventsthatcouldcauseRegions’actualresultsto differmayemergefromtimeto time,and itis

not possibleto predictallof them.We assumeno obligationto updateor reviseany forward-lookingstatements

thataremadefromtimeto time,eitheras a resultof futuredevelopments,new informationor otherwise,except

as maybe requiredby law.

The foregoinglistof factorsisnot exhaustive.For discussionof theseand otherfactorsthatmaycause

actualresultsto differfromexpectations,look underthecaptions“Forward-LookingStatements”in Regions’

Annual Reporton Form10-K fortheyearended December31, 2023 and QuarterlyReporton Form10-Q forthe

quarterended June 30, 2024, as filedwith theSEC,and “Risk Factors”in Regions’Annual Reporton

Form10-K fortheyearended December31, 2023, as filedwith theSECand availableon itswebsiteat

www.sec.gov.

S-1

SUMMARY

This summary highlights selected information contained or incorporated by reference in this prospectus

supplement and the accompanying prospectus and does not contain all the information that you need to consider

in making your investment decision. You should carefully read this entire prospectus supplement and the

accompanying prospectus, as well as the information incorporated by reference herein and therein, before

deciding whether to invest in the Notes. You should pay special attention to the “Risk Factors” section of this

prospectus supplement and contained in our Annual Report on Form 10-K for the year ended December 31, 2023

to determine whether an investment in the notes is appropriate for you.

Regions FinancialCorporation

Regions Financial Corporation is a Delaware corporation (NYSE symbol: RF) and financial holding company

headquartered in Birmingham, Alabama operating in the South, Midwest and Texas. In addition, Regions operates

several offices delivering specialty capabilities in New York, Washington D.C., Chicago and other locations

nationwide. Regions provides financial solutions for a wide range of clients including retail and mortgage banking

services, commercial banking services and wealth and investment services. Further, Regions and its subsidiaries

deliver specialty capabilities including merger and acquisition advisory services, capital market solutions, home

improvement lending and others. Through its subsidiary Regions Bank, Regions operated 1,262 total branch outlets

as of June 30, 2024. At June 30, 2024, Regions had total consolidated assets of approximately $154.1 billion, total

consolidated deposits of approximately $126.6 billion and total consolidated shareholders’ equity of approximately

$17.2 billion. Additional information about us and our subsidiaries is included in the documents incorporated by

reference in this prospectus under the heading “Where You Can Find More Information.”

Regions is a separate and distinct legal entity from our banking and other subsidiaries. A significant source

of funds to pay dividends on our common and preferred stock and service our debt is dividends from our

subsidiaries. Various federal and state statutes and regulations limit the amount of dividends that our banking and

other subsidiaries may pay to us without regulatory approval.

Our principal executive offices are located at 1900 Fifth Avenue North, Birmingham, Alabama 35203, and

the telephone number is (800) 734-4667.

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Summaryof the Offering

The followingsummary containsbasicinformationabout theNotes and thisofferingand isnot intendedto

be complete.Itdoes not containalltheinformationthatyou shouldconsiderbeforedecidingwhetherto investin

theNotes. For a completeunderstandingof theNotes, you shouldread thesectionof thisprospectussupplement

entitled“Descriptionof Notes.”

Issuer.......................................................	Regions Financial Corporation, a Delaware corporation and a financial holding company.
Notes Offered..........................................	$      aggregate principal amount of    % Fixed Rate / Floating Rate Senior Notes due 20  , which we refer to as the “Notes.”
Issue Date................................................	September    , 2024.
Maturity..................................................	, 20  .
Fixed Interest Rate.................................	% per annum.
Fixed Rate Period...................................	From, and including, the issue date to, but excluding,            , 20  .
Fixed Interest Payment Dates...............	Every          and            , commencing on            , 2025 and ending on            , 20  .
Floating Interest Rate............................	Compounded SOFR, determined as set forth under “Description of Notes—Compounded SOFR,” plus    %. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application and will in no event be lower than zero.
Floating Rate Period..............................	From, and including,            , 20  to, but excluding, the maturity date.
Floating Interest Payment Dates..........	, 20  ,            , 20  ,            , 20  and at the maturity date, as further described under “Description of Notes—Interest on the Notes.”
Day Count Convention..........................	During the fixed rate period, interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. During the floating rate period, interest will be computed on the basis of actual number of days in each interest period (or any other relevant period) and a 360-day year.
Record Dates...........................................	15 days prior to each interest payment date (whether or not a business day), provided that if the Notes are global notes held by DTC, the record date for such Notes will be the close of business on the business day preceding the applicable interest payment date, and provided further that interest payable at the maturity date or upon earlier redemption will be paid to the person to whom principal is payable.
No Guarantees........................................	The Notes are not guaranteed by any of our subsidiaries. As a result, the Notes will be structurally subordinated to the liabilities of our subsidiaries as discussed below under “Ranking.”

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Ranking...................................................	The Notes will be senior unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness and will be effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to the existing and future indebtedness of our subsidiaries. As of June 30, 2024, our subsidiaries had, in the aggregate, outstanding debt and other liabilities, including deposits, of approximately $133.9 billion. All of such debt and other liabilities would rank structurally senior to the Notes in case of liquidation or otherwise. As of June 30, 2024, Regions Financial Corporation (parent company only) had an aggregate of approximately $2.1 billion of outstanding senior debt and approximately $549 million of outstanding subordinated and junior subordinated debt. The indenture pursuant to which we will issue the Notes does not limit the amount of additional indebtedness we or our subsidiaries may incur.
Redemption/Repayment........................	On or after          , 2025  (or, if additional Notes are issued after the original issue date, on or after the date that is 181 days after the issue date of such additional Notes) and prior to          , 20  , we may redeem the Notes, in whole or in part, at any time or from time to time, by paying the aggregate principal amount of  Notes to be redeemed plus a “make-whole” premium (as described herein under “Description of the Notes—Redemption”) plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. On        , 20  , we may redeem the Notes, in whole, but not in part, by paying the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. At any time or from time to time on or after      , 20  , we may redeem the Notes in whole or in part by paying the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. See “Description of Notes— Redemption.”
Sinking Fund..........................................	There is no sinking fund for the Notes.
Further Issuances...................................	The Notes will initially be limited to an aggregate principal amount of $      . We may, without your consent, increase the principal amount of the Notes by issuing an unlimited principal amount of additional notes in the future on the same terms and conditions as the Notes offered hereby, except for any differences in the issue date, issue price and interest accrued prior to the date thereof, and with the same CUSIP number as the Notes offered hereby; provided that if any additional notes are not fungible with the Notes offered hereby for U.S. federal income tax purposes, such additional notes will be issued under a separate CUSIP number, and such additional notes will constitute and form a single series with the Notes offered hereby.

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Use of Proceeds.......................................	The net proceeds to us from the sale of the Notes, after deduction of estimated underwriting discount and estimated expenses payable by us, will be approximately $      , and will be used by us for general corporate purposes.
Form and Denomination.......................	The Notes will be offered in book-entry form through the facilities of The Depository Trust Company in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Investors may elect to hold interests in the Notes through Clearstream Banking, S.A., or Euroclear Bank SA/NV, as operator of the Euroclear System, if they are participants in these systems, or indirectly through organizations that are participants in these systems.
Listing......................................................	The Notes will not be listed on any securities exchange.
Governing Law.......................................	The Notes and the indenture pursuant to which we will issue the Notes will be governed by the laws of the State of New York.
Risk Factors............................................	See “Risk Factors” beginning on page S-5 of this prospectus supplement and in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider carefully before deciding to invest in the Notes.
Trustee....................................................	Deutsche Bank Trust Company Americas.
Conflicts of Interest................................	Regions Securities LLC, our subsidiary, is participating in this offering of Notes as an underwriter. Accordingly, this offering is being conducted in compliance with the provisions of FINRA Rule 5121. Regions Securities LLC is not permitted to sell the Notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the customer to which the account relates.

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RISK FACTORS

An investment in our Notes involves certain risks. You should carefully consider (i) the risks described below,

(ii) the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as

other disclosures in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and (iii) the other

information included or incorporated by reference in this prospectus supplement and the accompanying prospectus,

before making an investment decision. Our business, financial condition or results of operations could be materially

adversely affected by any of these risks. This prospectus supplement also contains forward-looking statements that

involve risks and uncertainties. Our actual results could differ materially from those anticipated in any forward-

looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in

this prospectus supplement and the accompanying prospectus.

The Notes are our obligations and not obligations of our subsidiaries and will be structurally subordinated to the

claims of our subsidiaries’ creditors.

The Notes are exclusively our obligations and not those of our subsidiaries. We are a holding company that

conducts substantially all of our operations through our bank and non-bank subsidiaries. As a result, our ability to

make payments on the Notes will depend primarily upon the receipt of dividends and other distributions from our

subsidiaries. If we do not receive sufficient cash dividends and other distributions from our subsidiaries, it is

unlikely that we will have sufficient funds to make payments on the Notes.

Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts

due on the Notes or to provide us with funds to pay our obligations, whether by dividends, distributions, loans or

other payments. In addition, any dividend payments, distributions, loans or advances to us by our subsidiaries in the

future will require the generation of future earnings by our subsidiaries and may require regulatory approval. There

are statutory and regulatory limitations on the payment of dividends by Regions Bank to us, as well as by us to our

shareholders. Regulations of both the Board of Governors of the Federal Reserve System (the “FRB”) and the State

of Alabama Banking Department affect the ability of Regions Bank to pay dividends and other distributions to us

and to make loans to us. If Regions Bank is unable to make dividend payments to us and sufficient capital is not

otherwise available, we may not be able to make principal and interest payments on our debt, including the Notes.

In addition, our right to participate in any distribution of assets of any of our subsidiaries upon the subsidiary’s

liquidation or otherwise will generally be subject to the prior claims of creditors of that subsidiary. Your ability as a

holder of the Notes to benefit indirectly from that distribution also will be subject to these prior claims. The Notes

are not guaranteed by any of our subsidiaries. As a result, the Notes will be structurally subordinated to all existing

and future liabilities and obligations of our subsidiaries, including deposits, which means that our subsidiaries’

creditors will be paid from our subsidiaries’ assets before holders of the Notes would have any claims to those

assets. Therefore, you should look only to our assets for payments on the Notes. At June 30, 2024, the aggregate

amount of all debt and other liabilities of our subsidiaries, including deposits, was approximately $133.9 billion.

Our subsidiaries may incur additional debt and liabilities in the future, all of which would rank structurally senior to

the Notes.

The Notes will be effectively junior to all of our and our subsidiaries’ secured indebtedness.

The Notes will be effectively subordinated to any of the existing and future secured debt we or our subsidiaries

may incur, to the extent of the value of the assets securing such debt. In the event that we are declared bankrupt,

become insolvent or are liquidated or reorganized, any debt that ranks ahead of the Notes will be entitled to be paid

in full from our assets before any payment may be made with respect to the Notes. Holders of the Notes will

participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same ranking as the

Notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each

holder or creditor, in our remaining assets. In any of the foregoing events, we may not have sufficient assets to pay

amounts due on the Notes. As a result, if holders of the Notes receive any payments, they may receive less, ratably,

than holders of secured indebtedness.

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There are limited covenants in the indenture pursuant to which we will issue the Notes.

Neither we nor any of our subsidiaries is restricted from incurring additional debt or other liabilities, including

additional senior debt, under the indenture pursuant to which we will issue the Notes. If we incur additional debt or

liabilities, our ability to pay our obligations on the Notes could be adversely affected. We expect to incur, from time

to time, additional debt and other liabilities. In addition, we are not restricted under the indenture from granting

security interests over our assets, except to the extent described under “Description of Notes—Merger,

Consolidation or Sale of Assets” and “Description of Notes—Certain Covenants” in this prospectus supplement, or

from paying dividends or issuing or repurchasing our securities.

In addition, there are no financial covenants in the indenture. You are not protected under the indenture in the

event of a highly leveraged transaction, reorganization, a default under our existing indebtedness, restructuring,

merger or similar transaction that may adversely affect you, except to the extent described under “Description of

Notes—Merger, Consolidation or Sale of Assets” and “Description of Notes—Certain Covenants” included in this

prospectus supplement.

The Notes are not insured or guaranteed by the Federal Deposit Insurance Corporation.

The Notes are not savings accounts, deposits or other obligations of a bank and are not insured by the Federal

Deposit Insurance Corporation or any other governmental agency or instrumentality.

You may be unable to sell the Notes because there is no public trading market for the Notes.

The Notes are a new issue of securities with no established trading market. The Notes will not be listed on any

securities exchange or included in any automated quotation system. Consequently, the Notes will be relatively

illiquid and you may be unable to sell your Notes. Although the representatives of the underwriters have advised us

that, following completion of the offering of the Notes, one or more of the underwriters currently intend to make a

secondary market in the Notes, they are not obligated to do so and may discontinue any market-making activities at

any time without notice. Accordingly, a trading market for the Notes may not develop or any such market may not

have sufficient liquidity.

If a trading market for the Notes develops, changes in our credit ratings or the debt markets could adversely

affect the liquidity and market price of the Notes.

If a trading market develops, the liquidity and prices of the Notes will depend on many factors, including: (i)

our credit ratings with major credit rating agencies; (ii) the prevailing interest rates being paid by other companies

similar to us; (iii) our financial condition, financial performance and future prospects; and (iv) the overall condition

of the financial markets.

The condition of the financial markets and prevailing interest rates have fluctuated significantly in the past and

may fluctuate in the future. Such fluctuations could have an adverse effect on the liquidity and price of the Notes.

In addition, credit rating agencies periodically review their ratings and ratings methodologies for the companies

that they follow, including Regions, the issuer of the Notes, and Regions Bank, our depository institution subsidiary.

However, our ratings may not reflect the potential impact of risks related to market or other factors. A negative

change in ratings could have an adverse effect on the liquidity and price of the Notes.

A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or

withdrawn by the credit rating agency at any time.

Holders of our debt, including the debt securities may absorb losses if we were to enter into a resolution.

FRB rules require that certain global systemically important banks (“GSIBs”) maintain minimum levels of

unsecured external long-term debt and other loss-absorbing capacity with specific terms (“Eligible LTD”) for

purposes of recapitalizing such GSIBs’ operating subsidiaries if such GSIBs were to enter into a resolution either:

• in a bankruptcy proceeding under Chapter 11 of the U.S. Bankruptcy Code, or

S-7

• in a receivership administered by the Federal Deposit Insurance Corporation under Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).

On August 29, 2023, the FRB, the Office of the Comptroller of the Currency and the Federal Deposit Insurance

Corporation issued a notice of proposed rulemaking (the “LTD NPR”), that proposed long-term debt requirements

that, if adopted as proposed, would require covered bank holding companies who are not GSIBs, such as us, to issue

and maintain minimum amounts of Eligible LTD with specific terms for purposes of absorbing losses or

recapitalizing the covered bank holding company and its operating subsidiaries. The LTD NPR also proposed

requiring minimum amounts of Eligible LTD to be maintained by insured depositary institutions (“IDIs”), such as

Regions Bank, that are not consolidated subsidiaries of U.S. GSIBs and that have at least $100 billion in

consolidated assets or are affiliated with IDIs that have at least $100 billion in consolidated assets.

While we are not currently subject to the Eligible LTD requirements applicable to GSIBs, if final rules are

adopted pursuant to the LTD NPR, we may be subject to the long-term debt requirements of such rules. Unless

otherwise specified in an accompanying supplement, we intend to qualify the Notes offered by this prospectus as

Eligible LTD for purposes of the FRB’s rules as currently in effect and the final rules, if any, adopted pursuant to

the LTD NPR. If we were to enter into a resolution, holders of our Eligible LTD and other debt and equity securities

will absorb our losses and the losses of our subsidiaries.

As a result, our losses and any losses incurred by our subsidiaries would be imposed first on holders of our

equity securities and thereafter on our unsecured creditors, including holders of Eligible LTD (such as the Notes)

and other debt securities. Claims of holders of those securities would have a junior position to the claims of

creditors of our subsidiaries and to the claims of priority (as determined by statute) and secured creditors of Regions

Financial Corporation.

Accordingly, in a resolution of Regions Financial Corporation in bankruptcy, holders of our Eligible LTD and

other debt securities, including the Notes, would realize value only to the extent available to us as a shareholder of

Regions Bank and our other subsidiaries, and only after any claims of priority and secured creditors of Regions

Financial Corporation have been fully repaid.

We may redeem the Notes prior to their maturity date and you may not be able to reinvest the proceeds in a

comparable security.

We may, at our option, redeem the Notes at the applicable times and at the applicable redemption price

described herein under “Description of Notes—Redemption.” In the event we redeem the Notes, you may not be

able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest

rate on your Notes being redeemed.

The interest rate on the Notes will reset from fixed to floating rates.

During the period from, and including, the issue date to, but excluding,                , 20  , the Notes will bear

interest at a fixed rate of                  % per annum. However, during the period from, and including                , 20  ,

to, but excluding, the maturity date, the Notes will bear interest at a floating rate per annum in accordance with the

formula set forth under “Description of Notes—Compounded SOFR,” plus                    %. As a result, the interest

rate in any floating rate period may be less than the initial interest rate or the interest rate that applies in the

preceding interest period, which would affect the amount of any interest payments under the Notes and, therefore,

could affect their market value.

The amount of interest payable with respect to each interest period during the floating rate period will be

determined near the end of such interest period for the Notes.

The interest rate with respect to any interest period during the floating rate period will only be capable of being

determined near the end of such interest period in relation to the Notes. Consequently, it may be difficult for

investors in the Notes to estimate reliably the amount of interest that will be payable on the Notes. In addition, some

investors may be unwilling or unable to trade the Notes without changes to their information technology systems,

both of which could adversely impact the liquidity and trading price of the Notes.

S-8

In determining the rate for the final floating rate interest payment period, the level of SOFR for any day from

and including the second U.S. Government Securities Business Day prior to the maturity date or, if applicable,

the redemption date to, but excluding, the maturity date or, if applicable, the redemption date, will be the level of

SOFR in respect of such second U.S. Government Securities Business Day prior to the maturity date or, if

applicable, the redemption date.

For the final floating rate interest payment period, because the level of SOFR for any day from and including

the second U.S. Government Securities Business Day prior to the maturity date or, if applicable, the redemption date

to, but excluding, the applicable maturity date or redemption date will be the level of SOFR in respect of such

second U.S. Government Securities Business Day prior to the maturity date or, if applicable, the redemption date,

investors in the Notes will not receive the benefit of any increase in the level in respect of SOFR beyond the level

for such date in connection with the determination of the interest payable with respect to such floating rate interest

payment period, which could adversely impact the amount of interest payable with respect to that floating rate

interest payment period.

The interest rate on the Notes during the floating rate period will be based on a compounded SOFR, which will

be determined by reference to the SOFR Index, a relatively new market index.

For each interest period during the floating rate period, the interest rate on the Notes will be based on a

compounded SOFR rate calculated by reference to the SOFR Index (as defined below) using the specific formula

described in this prospectus supplement, not the SOFR rate published on or in respect of a particular date during

such period or an average of SOFR rates during such period. The SOFR Index measures the cumulative impact of

compounding the daily secured overnight financing rate (“SOFR”) as provided by the Federal Reserve Bank of New

York (the “FRBNY”). The value of the SOFR Index on a particular business day reflects the effect of compounding

SOFR on such business day and allows the calculation of compounded SOFR averages over custom time periods.

For this and other reasons, the interest rate during any Observation Period (as defined below) will not be the same as

the interest rate on other SOFR-linked investments that use an alternative basis to determine the applicable interest

rate. Further, if the SOFR rate in respect of a particular date during the Observation Period for an interest period is

negative, its contribution to the SOFR Index will be less than one, resulting in a reduction in the Compounded

SOFR (as defined below) used to calculate the interest rate on the Notes during the relevant interest period. In

addition, the method for calculating an interest rate based upon SOFR in market precedents varies. If the market

predominantly adopts a different calculation method, the liquidity and market value of the Notes may be adversely

affected.

SOFR has a limited history and its historical performance is not indicative of future performance.

The FRBNY began to publish SOFR in April 2018. Although the FRBNY has also begun publishing historical

indicative SOFR going back to 2014, such historical indicative data inherently involves assumptions, estimates and

approximations. Therefore, SOFR has limited performance history and no actual investment based on the

performance of SOFR was possible before April 2018. The level of SOFR during the floating rate period for the

Notes may bear little or no relation to the historical level of SOFR. The future performance of SOFR is impossible

to predict and, therefore, no future performance of SOFR or the Notes may be inferred from any of the hypothetical

or actual historical performance data. Hypothetical or actual historical performance data are not indicative of the

future performance of SOFR or the Notes. Changes in the levels of SOFR will affect Compounded SOFR and,

therefore, the return on the Notes and the trading price of such Notes, but it is impossible to predict whether such

levels will rise or fall. There can be no assurance that SOFR or Compounded SOFR will be positive.

The composition and characteristics of SOFR are not the same as those of U.S. dollar LIBOR and any failure of

SOFR to maintain market acceptance could adversely affect the Notes.

SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to

the U.S. dollar London interbank offered rate (“U.S. dollar LIBOR”) in part because it is considered representative

of general funding conditions in the overnight Treasury repo market. However, as a rate based on transactions

secured by U.S. Treasury securities, SOFR does not measure bank-specific credit risk and, as a result, is less likely

to correlate with the unsecured short-term funding costs of banks. In addition, SOFR is an overnight rate, while U.S.

S-9

dollar LIBOR represented interbank funding over different maturities. As a result, SOFR will likely not perform in

the same way as U.S. dollar LIBOR would have at any time, including, without limitation, as a result of changes in

interest and yield rates in the market, market volatility, or global or regional economic, financial, political,

regulatory, judicial or other events.

The differences between SOFR and U.S. dollar LIBOR may mean that market participants would not consider

SOFR a suitable substitute, replacement or successor for all of the purposes for which U.S. dollar LIBOR

historically has been used (including, without limitation, as a representation of the unsecured short-term funding

costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to maintain market

acceptance could adversely affect the return on and value of the Notes and the price at which you can sell the Notes.

Further, other index providers are developing products that are perceived as competing with SOFR. It is

possible that market participants will prefer one of these competing products and that such competing products may

become more widely accepted in the marketplace than SOFR. To the extent market acceptance for SOFR as a

benchmark for floating rate notes declines, the return on and value of the Notes and the price at which investors can

sell their Notes in the secondary market could be adversely affected. In addition, investors in the Notes may not be

able to sell their Notes at all or may not be able to sell their Notes at prices that will provide them with a yield

comparable to similar investments that have a developed secondary market, and may consequently suffer from

increased pricing volatility and market risk.

As of the date of this prospectus supplement, there are multiple market conventions with respect to the

implementation of SOFR as a base rate for floating rate notes or other securities. The manner of calculation and

related conventions with respect to the determination of interest rates based on SOFR in floating rate notes markets

may differ materially compared with the manner of calculation and related conventions with respect to the

determination of interest rates based on SOFR in other markets, such as the derivatives and loan markets. Investors

should consider carefully how any potential inconsistencies between the manner of calculation and related

conventions with respect to the determination of interest or other payment rates based on SOFR across these

markets may impact any hedging or other financial arrangements that they may put in place in connection with any

acquisition, holding or disposition of the Notes.

The price at which the Notes may be sold prior to maturity will depend on a number of factors and may be

substantially less than the amount for which they were originally purchased.

Some of these factors include, but are not limited to: (i) actual or anticipated changes in the level of SOFR, (ii)

volatility of the level of SOFR, (iii) changes in interest and yield rates, (iv) any actual or anticipated changes in our

credit ratings or credit spreads and (v) the time remaining to maturity of such Notes. Generally, the longer the time

remaining to maturity and the more tailored the exposure, the more the market price of the Notes will be affected by

the other factors described in the preceding sentence. This can lead to significant adverse changes in the market

price of securities like the Notes. Depending on the actual or anticipated level of SOFR, the market value of the

Notes may decrease and you may receive substantially less than 100% of the issue price if you are able to sell your

Notes prior to maturity.

The administrator of SOFR may make changes that could change the value of SOFR or discontinue SOFR and

has no obligation to consider the interests of the investors in the Notes in doing so.

The FRBNY, as administrator of SOFR, may make methodological or other changes that could change the

value of SOFR, including changes related to the method by which SOFR is calculated, eligibility criteria applicable

to the transactions used to calculate SOFR, or timing related to the publication of SOFR. In addition, the

administrator may alter, discontinue or suspend calculation or dissemination of SOFR (in which case a fallback

method of determining the interest rate on the Notes as further described under “Description of Notes—Effect of

Benchmark Transition Event” will apply). The administrator has no obligation to consider the interests of investors

in the Notes in calculating, adjusting, converting, revising or discontinuing SOFR.

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If SOFR is discontinued, the Notes will bear interest during the floating rate period by reference to a different

base rate, which could adversely affect the value of the Notes, the return on the Notes and the trading price of the

Notes; there can be no guarantee that any Benchmark Replacement will be a comparable substitute for SOFR.

If we or our designee determines that a Benchmark Transition Event (as defined below) and its related

Benchmark Replacement Date (as defined below) have occurred with respect to the Notes, then the interest rate on

the Notes during the floating rate period will no longer be determined by reference to the SOFR Index, but instead

will be determined by reference to a different rate, plus a spread adjustment, which we refer to as a “Benchmark

Replacement,” as described herein under “Description of Notes—Effect of Benchmark Transition Event.” The

selection of a Benchmark Replacement, and any decisions, determinations or elections made by us or our designee

in connection with implementing a Benchmark Replacement with respect to the Notes in accordance with this

prospectus supplement could result in adverse consequences to the applicable interest rate on the Notes, which could

adversely affect the return on, value of and market for the Notes.

If a particular Benchmark Replacement (as defined below) or Benchmark Replacement Adjustment (as defined

below) cannot be determined, then the next-available Benchmark Replacement or Benchmark Replacement

Adjustment will apply. These replacement rates and adjustments may be selected, recommended or formulated by

(i) the Relevant Governmental Body (as defined below) (such as the Alternative Reference Rates Committee), (ii)

the International Swaps and Derivatives Association, Inc. (“ISDA”) or (iii) in certain circumstances, us or our

designee.

In addition, the terms of the Notes expressly authorize us or our designee to make Benchmark Replacement

Conforming Changes (as defined below) with respect to, among other things, the determination of interest payment

periods and the timing and frequency of determining rates and making payments of interest and other administrative

matters. The application of a Benchmark Replacement and Benchmark Replacement Adjustment, and any

implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the

amount of interest payable on the Notes, which could adversely affect the return on, value of and market for the

Notes. Further, there is no assurance that the characteristics of any Benchmark Replacement will be similar to the

then-current Benchmark that it is replacing, that any Benchmark Replacement will produce the economic equivalent

of the then-current Benchmark that it is replacing, that securities linked to any Benchmark Replacement will gain

market acceptance, or that the administrator for any Benchmark Replacement (or any reference rate underlying a

Benchmark Replacement) will not make changes to the reference rate or discontinue administration of the

Benchmark Replacement (or any underlying reference rate), all of which could adversely affect the value of and

market for the Notes.

SOFR may be more volatile than other benchmark or market rates.

Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily

changes in other benchmark or market rates, such as U.S. dollar LIBOR, during corresponding periods, and the

return on, value of and market for the Notes may fluctuate more than floating rate debt securities with interest rates

based on less volatile rates.

We or our designee may make certain determinations with respect to the Notes, which determinations may

adversely affect the Notes.

We or our designee may make certain determinations with respect to the Notes as described herein under

“Description of Notes—Compounded SOFR.” For example, if a Benchmark Transition Event and its related

Benchmark Replacement Date have occurred, we or our designee will make certain determinations with respect to

the Notes in our or our designee’s sole discretion as described herein under “Description of Notes—Compounded

SOFR.” In addition, we or an affiliate of ours may assume the duties of the Calculation Agent (as defined below) for

the Notes during the floating rate period. In making any required determinations, potential conflicts of interest may

exist between us, or our designee (which may be our affiliate), and you. Any of these determinations may adversely

affect the value of the Notes, the return on the Notes and the price at which you can sell the Notes. Moreover,

certain determinations may require the exercise of discretion and the making of subjective judgments, such as with

respect to the base rate or the occurrence or non-occurrence of a Benchmark Transition Event and any Benchmark

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Replacement Conforming Changes. These potentially subjective determinations will be made by us or our designee.

These potentially subjective determinations may adversely affect the value of the Notes, the return on the Notes and

the price at which you can sell the Notes. For further information regarding these types of determinations, see

“Description of Notes—Compounded SOFR.”

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CAPITALIZATION

The following table sets forth the consolidated capitalization of Regions as of June 30, 2024 (1) on an actual

basis and (2) as adjusted to give effect to (i) the issuance and sale of the Notes offered by this offering and (ii) the

issuance and sale of Regions’ Series F Preferred Stock on July 29, 2024, and assuming redemption in full of

Regions’ Series B Preferred Stock, which is scheduled to occur on September 16, 2024. The information presented

here is only a summary and should be read together with the financial information incorporated by reference in this

prospectus supplement and the accompanying prospectus. See “Where You Can Find More Information” in this

prospectus supplement.

	June 30 , 2024
	Actual	As Adjusted
	(Dollars in Millions)
Long-term debt (1):
Regions Financial Corporation
Senior Notes:
% senior notes due 20  offered hereby..............................................	$—	$
2.25% senior notes due May 2025.................................................................	749	749
1.80% senior notes due August 2028.............................................................	647	647
5.722% senior notes due June 2030...............................................................	746	746
Subordinated Notes:
7.75% subordinated notes due September 2024........................................	100	100
6.75% subordinated debentures due November 2025................................	151	151
7.375% subordinated notes due December 2037.......................................	298	298
Valuation adjustments on hedged long-term debt.........................................	(106)	(106)
Regions Bank (2)
Subordinated Notes:
6.45% subordinated notes due June 2037.................................................	496	496
FHLB advances........................................................................................	2,000	2,000
Other long-term debt.................................................................................	2	2
Total Long-Term Debt..................................................................................	$5,083	$
Shareholders’ Equity:
Series B Preferred Stock................................................................................	$433	$—
Series C Preferred Stock................................................................................	490	490
Series D Preferred Stock................................................................................	346	346
Series E Preferred Stock................................................................................	390	390
Series F Preferred Stock.................................................................................	—	488
Common stock.......................................................................................	10	10
Additional paid-in capital.......................................................................	11,575	11,575
Retained earnings...................................................................................	8,561	8,561
Treasury stock, at cost............................................................................	(1,371)	(1,371)
Accumulated other comprehensive income (loss), net...............................	(3,265)	(3,265)
Total shareholders’ equity..........................................................................	$17,169	$17,224
Total Capitalization......................................................................................	$22,252	$

_________

(1)  Long-termdebtconsistsof debtwith a maturityof one yearor moreatthetimeitisincurred.

(2)  As of June 30, 2024, Regions Bank had totalliabilitiesof $133.9 billion,including$126.6 billionof

depositliabilities.

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USEOF PROCEEDS

The net proceeds to us from the sale of the Notes, after deduction of estimated underwriting discount and

estimated expenses payable by us, will be approximately $, and will be used by us for general corporate

purposes.

S-14

DESCRIPTIONOF NOTES

General

The Notes will be a series of our senior debt securities issued under a senior indenture, dated as of August 8,

2005, as amended and supplemented by a supplemental indenture, to be dated as of September    , 2024, between us

and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee. The senior indenture

has been filed as an exhibit to the registration statement and as an exhibit to our Current Report on Form 8-K filed

on August 9, 2005. Throughout this summary, we refer to both the senior indenture and supplemental indenture for

the Notes together as the indenture. The trustee’s main role is to enforce your rights against us if we default. The

following description of the Notes may not be complete and is subject to and qualified in its entirety by reference to

the indenture. Wherever we refer to particular sections or defined terms of the indenture, it is our intent that those

sections or defined terms will be incorporated by reference in this prospectus supplement.

The Notes will mature at 100% of their principal amount on          , 20    (the “maturity date”), unless earlier

redeemed. The Notes will be issued in fully registered book-entry form without coupons and in minimum

denominations of $2,000 and integral multiples of $1,000 in excess thereof. We do not intend to apply for the

listing of the Notes on any securities exchange. The Notes will be unsecured and will rank equally among

themselves and with all of our other unsecured and unsubordinated indebtedness. The Notes will not be guaranteed

by any of our subsidiaries. Our subsidiaries may, without notice or consent of the holders of the Notes, incur

additional debt or liabilities in the future, all of which would rank structurally senior to the Notes. Regions may

from time to time, without notice or consent of the holders of the Notes, incur additional senior indebtedness

ranking equally with the Notes, as well as additional subordinated indebtedness ranking junior to the Notes. As of

June 30, 2024, the aggregate amount of all debt and other liabilities of our subsidiaries, including deposits, was

approximately $133.9 billion.

Because we are a holding company, our rights and the rights of our creditors, including holders of the Notes, to

participate in the assets of any of our subsidiaries upon the liquidation or reorganization of any of our subsidiaries

will be subject to prior claims of the creditors of any such subsidiary, including, in the case of Regions Bank, its

depositors, except to the extent that we are a creditor of such subsidiary with recognized claims against the

subsidiary. Claims on our subsidiaries by creditors other than us may include claims with respect to long-term debt

and substantial obligations with respect to deposit liabilities, federal funds purchased, securities sold under

repurchase agreements, other short-term borrowings and various other financial obligations.

The Notes will be subject to defeasance under the conditions described below in “—Discharge, Defeasance and

Covenant Defeasance.” Except in connection with certain optional redemption circumstances for the Notes

described under “—Redemption,” no additional amounts or make-whole amounts, as those terms are defined in the

indenture, will be payable with respect to the Notes. The Notes are not savings accounts, deposits or other

obligations of any of our bank or non-bank subsidiaries and are not insured by the Federal Deposit Insurance

Corporation, the FRB or any other governmental agency or instrumentality.

The Notes will initially be limited to an aggregate principal amount of $          . We may, without the consent of

the holders of the Notes, increase the principal amount of the Notes by issuing additional notes in the future on the

same terms and conditions, except for any differences in the issue date, the issue price and interest accrued prior to

the date of issuance of the additional notes, and with the same CUSIP number as the Notes offered by this

prospectus supplement; provided that if any additional notes are not fungible with the Notes offered by this

prospectus supplement for U.S. federal income tax purposes, such additional notes will be issued under a separate

CUSIP number. The series of Notes offered by this prospectus supplement and any additional notes of such series

would rank equally and ratably and would be treated as a single series for all purposes under the indenture for the

series of Notes.

The principal of the Notes will be payable on the maturity date or such earlier date set for redemption of any

Notes (together with any interest then payable), as applicable. If the maturity date or such earlier redemption date

falls on a day that is not a “business day” (as defined below), any payment in relation to such date will be postponed

to the next day that is a business day, and no interest shall accrue on the amount payable for the period from and

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after such maturity date or earlier redemption date. Payments of principal and interest to owners of the book-entry

interests described below are expected to be made in accordance with the procedures of The Depository Trust

Company (“DTC”) and its participants, including Clearstream Banking, S.A., and Euroclear Bank SA/NV, as

operator of the Euroclear System. When we refer to a “business day” with respect to the Notes, we mean any day,

other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in The City

of New York are authorized or required by law, regulation or executive order to close.

Intereston the Notes

Interest on the Notes will accrue from, and including, September    , 2024 (the issue date) to, but excluding, the

first interest payment date and then from, and including, the immediately preceding interest payment date to which

interest has been paid or duly provided for to, but excluding, the next interest payment date (or if the Notes are

redeemed during the period, the redemption date) or the maturity date, as the case may be. Each of these periods is

referred to as an “interest period” for the Notes.

During the period from, and including, September    , 2024, to, but excluding,            , 20  (the “fixed rate

period”), the Notes will bear interest at the rate of    % per annum. Such interest will be payable semi-annually in

arrears on          and            of each year, beginning on          , 2025 and ending on          , 20  (each such date, a

“fixed interest payment date”). During the period from, and including,            , 20  , to, but excluding, the maturity

date (the “floating rate period”), the Notes will bear interest at a floating rate per annum equal to Compounded

SOFR plus        %, as determined by the Calculation Agent in the manner described below. Such interest will be

payable quarterly in arrears on          , 20  ,            , 20  ,            , 20  and at the maturity date (each such date, a

“floating interest payment date”). Compounded SOFR for each interest period in the floating rate period will be

calculated by the Calculation Agent in accordance with the formula set forth below with respect to the Observation

Period relating to such interest period. 

Interest will be paid to the person in whose name such note is registered at the close of business 15 days

preceding the related interest payment date (whether or not a business day), provided that if the Notes are global

notes held by DTC, the record date for such Notes will be the close of business on the business day preceding the

applicable interest payment date, and provided further that interest payable at the maturity date or upon earlier

redemption will be paid to the person to whom principal is payable.

For the fixed rate period, interest will be computed on the basis of a 360-day year consisting of twelve 30 day

months. For the fixed rate period, if any fixed interest payment date or redemption date of the Notes falls on a day

that is not a business day, the related payment of interest will be made on the next day that is a business day with

the same force and effect as if made on the applicable interest payment date, and no interest shall accrue on the

amount payable for the period from and after such applicable interest payment date.

For the floating rate period, interest will be computed on the basis of the actual number of days in each interest

period (or any other relevant period) and a 360-day year. The amount of accrued interest payable on the Notes for

each interest period during the floating rate period will be computed by multiplying (i) the outstanding principal

amount of the Notes by (ii) the product of (a) the interest rate for the relevant interest period multiplied by (b) the

quotient of the actual number of days in the applicable interest period divided by 360. The interest rate on the Notes

will in no event be higher than the maximum rate permitted by New York law as the same may be modified by

United States law of general application and will in no event be lower than zero. For the floating rate period, if any

floating interest payment date of the Notes (other than the maturity date) falls on a day which is not a business day,

that floating interest payment date will be postponed and the related payment of interest on the Notes will be made

on the next day which is a business day, except that if the next succeeding business day falls in the next calendar

month, then such floating interest payment date will be advanced to the immediately preceding day that is a

business day, and in each case, the related interest periods will also be adjusted for such non-business days.

The Calculation Agent will determine Compounded SOFR, the interest rate and accrued interest for each

interest period in the floating rate period in arrears as soon as reasonably practicable on or after the Interest

Payment Determination Date (as defined below) for such interest period and prior to the relevant floating interest

payment date and will notify us (if we are not the Calculation Agent) of Compounded SOFR, such interest rate and

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accrued interest for each interest period in the floating rate period as soon as reasonably practicable after such

determination, but in any event by the business day immediately prior to the relevant floating interest payment date.

At the request of a holder of the Notes, we will provide Compounded SOFR, the interest rate and the amount of

interest accrued with respect to any interest period in the floating rate period, after Compounded SOFR, such

interest rate and accrued interest have been determined. The Calculation Agent’s determination of any interest rate,

and its calculation of interest payments for any interest period in the floating rate period, will be maintained on file

at the Calculation Agent’s principal offices and will be provided in writing to the trustee.

Secured OvernightFinancing Rate and the SOFR Index

SOFR is published by the FRBNY and is intended to be a broad measure of the cost of borrowing cash

overnight collateralized by U.S. Treasury securities. The FRBNY reports that SOFR includes all trades in the Broad

General Collateral Rate and bilateral Treasury repurchase agreement (repo) transactions cleared through the

delivery-versus-payment service offered by the Fixed Income Clearing Corporation, a subsidiary of The Depository

Trust and Clearing Corporation (“DTCC”), and SOFR is filtered by the FRBNY to remove some (but not all) of the

foregoing transactions considered to be “specials.” According to the FRBNY, “specials” are repos for specific-issue

collateral, which take place at cash-lending rates below those for general collateral repos because cash providers are

willing to accept a lesser return on their cash in order to obtain a particular security.

The SOFR Index is published by the FRBNY and measures the cumulative impact of compounding SOFR on a

unit of investment over time, with the initial value set to 1.00000000 on April 2, 2018, the first value date of SOFR.

The SOFR Index value reflects the effect of compounding SOFR each business day and allows the calculation of

compounded SOFR averages over custom time periods.

The FRBNY notes on its publication page for the SOFR Index that use of the SOFR Index is subject to

important limitations, indemnification obligations and disclaimers, including that the FRBNY may alter the

methods of calculation, publication schedule, rate revision practices or availability of the SOFR Index at any time

without notice. The interest rate for any interest period during the floating rate period will not be adjusted for any

modifications or amendments to the SOFR Index or SOFR data that the FRBNY may publish after the interest rate

for that interest period has been determined.

Because SOFR is published by the FRBNY based on data received from other sources, we have no control over

its determination, calculation or publication. The information contained in this section is based upon the New York

Federal Reserve’s Website and other U.S. government sources.

CompoundedSOFR

With respect to any interest period during the floating rate period, “Compounded SOFR” will be determined by

the Calculation Agent in accordance with the following formula (and the resulting percentage will be rounded, if

necessary, to the nearest one hundred-thousandth of a percentage point):

where:

“SOFR IndexStart” = For periods other than the initial interest period during the floating rate period, the SOFR

Index value on the preceding Interest Payment Determination Date, and, for the initial interest period during the

floating rate period, the SOFR Index value on the date that is two U.S. Government Securities Business Days before

the first day of such initial interest period (such first day expected for the Notes to be          , 20  );

“SOFR IndexEnd” = The SOFR Index value on the Interest Payment Determination Date relating to the

applicable floating interest payment date (or in the final interest period, relating to the maturity date, or, in the case

of the redemption of the Notes, relating to the applicable redemption date); and

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“d” is the number of days in the relevant Observation Period.

For purposes of determining Compounded SOFR,

“Interest Payment Determination Date” means the date two U.S. Government Securities Business Days before

each floating interest payment date (or, in the case of the redemption of the Notes, preceding the applicable

redemption date).

“Observation Period” means, in respect of each interest period during the floating rate period, the period from,

and including, the date two U.S. Government Securities Business Days preceding the first date in such interest

period to, but excluding, the date two U.S. Government Securities Business Days preceding the floating interest

payment date for such interest period (or in the final interest period during the floating rate period, preceding the

maturity date or, in the case of the redemption of the Notes, preceding the applicable redemption date).

“SOFRIndex” means,with respectto any U.S.GovernmentSecuritiesBusinessDay:

1.the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR

Administrator’s Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business

Day (the “SOFR Index Determination Time”); or

2.if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination

Time, then: (i) if a Benchmark Transition Event and its related Benchmark Replacement Date have not

occurred with respect to SOFR, Compounded SOFR shall be the rate determined pursuant to the “SOFR

Index unavailable provisions” described below; or (ii) if a Benchmark Transition Event and its related

Benchmark Replacement Date have occurred with respect to SOFR, Compounded SOFR shall be the

rate determined pursuant to the “—Effect of Benchmark Transition Event” provisions described below.

“SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the

SOFR Administrator’s Website.

“SOFR Administrator” means the FRBNY (or a successor administrator of SOFR).

“SOFR Administrator’s Website” means the website of the FRBNY, currently at http://apps.newyorkfed.org/

marets/autorates/sofr-avg-ind, or any successor source. The information contained on such website is not part of

this prospectus supplement and is not incorporated in this prospectus supplement by reference.

“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which

the Securities Industry and Financial Markets Association or any successor organization recommends that the fixed

income departments of its members be closed for the entire day for purposes of trading in U.S. government

securities.

Notwithstanding anything to the contrary in the indenture or the Notes, if we or our designee determines on or

prior to the relevant Reference Time (as defined below) that a Benchmark Transition Event and its related

Benchmark Replacement Date have occurred with respect to determining SOFR, then the benchmark replacement

provisions set forth below under “—Effect of Benchmark Transition Event” will thereafter apply to all

determinations of the rate of interest payable on the Notes.

For the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark

Transition Event and its related Benchmark Replacement Date have occurred, the interest rate for each interest

period during the floating rate period will be an annual rate equal to the sum of the Benchmark Replacement plus   

% for the Notes.

SOFR Index UnavailableProvisions

If a SOFR IndexStart or SOFR IndexEnd is not published on the associated Interest Payment Determination

Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with

respect to SOFR, “Compounded SOFR” means, for the applicable interest period in the floating rate period for

which such index is not available, the rate of return on a daily compounded interest investment calculated in

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accordance with the formula for SOFR Averages, and definitions required for such formula, published on the SOFR

Administrator’s Website at https://www.newyorkfed.org/markets/reference-rates/additional-information-about-

reference-rates, or any successor source. For the purposes of this provision, references in the SOFR Averages

compounding formula and related definitions to “calculation period” shall be replaced with “Observation Period”

and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If SOFR (“SOFRi”) does not so appear

for any day, “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the first

preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator’s

Website.

Effectof Benchmark TransitionEvent

1.Benchmark Replacement. If we or our designee determines that a Benchmark Transition Event and its

related Benchmark Replacement Date have occurred on or prior to the Reference Time in respect of any

determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will

replace the then-current Benchmark for all purposes relating to the Notes in respect of such

determination on such date and all determinations on all subsequent dates.

2.Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark

Replacement, we or our designee will have the right to make Benchmark Replacement Conforming

Changes from time to time.

3.Decisions and Determinations. Any determination, decision or election that may be made by us or our

designee pursuant to the benchmark replacement provisions described herein, including any

determination with respect to tenor, rate or adjustment, or the occurrence or non-occurrence of an event,

circumstance or date and any decision to take or refrain from taking any action or any selection:

•willbe conclusiveand bindingon thebeneficialowners and holdersof theNotes and thetrustee

absentmanifesterror;

•ifmadeby us as CalculationAgent, willbe madein our solediscretion;

•ifmadeby a CalculationAgent otherthanus or our designee(whichmaybe our affiliate),willbe

madeafterconsultationwith us, and such CalculationAgent or designee(whichmaybe our

affiliate)willnot makeany such determination,decisionor electionto which we reasonably

object;and

•notwithstandinganythingto thecontraryin theindentureor theNotes, shallbecomeeffective

withoutconsentfromtheholdersof theNotes, thetrusteeor any otherparty.

Any determination, decision or election pursuant to the benchmark replacement provisions shall be made by us

or our designee (which may be our affiliate) on the basis as described above, and in no event shall the Calculation

Agent be responsible for making any such determination, decision or election.

Under no circumstances will the trustee (in any capacity in which it may act, including, without limitation, if

relevant, as Calculation Agent) be responsible for selecting or determining any Benchmark Replacement if the

Benchmark will no longer be available following a Benchmark Transaction Event and its related Benchmark

Replacement Date. In the case of a Benchmark Transition Event, we will select the Benchmark Replacement prior

to the Benchmark Replacement Date and in consultation with the Calculation Agent, ensuring that the Calculation

Agent will be able to meet its obligations and requirements under the indenture with respect to the Benchmark

Replacement. No such replacement (including any conforming changes to the indenture) shall affect the trustee’s or

the calculation agent’s own rights, duties or immunities under the indenture or otherwise.

For the avoidance of doubt, the Trustee (in any capacity in which it may act, including, without limitation, if

relevant, as Calculation Agent) shall be under no obligation (i) to monitor, determine or verify the unavailability or

cessation of any index or interest rate, Compounded SOFR or SOFR Index or SOFR, (ii) to select, determine or

designate any successor or replacement index, or whether the conditions to the designation of such an index or rate

for the Notes have been satisfied, or (iii) to determine whether or what changes are necessary or advisable, if any, in

S-19

connection with any of the foregoing. The Trustee (in any capacity in which it may act, including, without

limitation, if relevant, as Calculation Agent) shall not be liable for any inability, failure or delay on the part of the

Trustee (or Calculation Agent) in performing any of its duties set forth in the Indenture as a result of the

unavailability of SOFR or any index and designation of a replacement rate or replacement index, including as a

result of any inability, delay, error or inaccuracy on our part or the part of our designee in providing any direction,

instruction, notice, or information required or contemplated by the terms of the Indenture and reasonably required

for the performance of such duties. The Trustee (in any capacity in which it may act, including, without limitation,

if relevant, as Calculation Agent) shall not have any duty to succeed to, assume or otherwise perform any of our

duties or the duties of our designee in the event of a default, breach or failure of performance on our part or the part

of our designee, as applicable.

The Trustee (in any capacity in which it may act, including, without limitation, if relevant, as Calculation

Agent (unless specifically agreed otherwise in writing in its capacity as Calculation Agent)) will not be responsible

for (i) determining SOFR, the SOFR rate, any rate related to, or based on, SOFR or any other rate or any successor

or replacement rate or any changes related to SOFR in connection with any of the foregoing, (ii) monitoring,

determining or verifying the unavailability or cessation of SOFR, the SOFR rate, any rate related to, or based on,

SOFR and shall not have any liability for the failure of any party to set such rate or provide notice related thereto.

Certaindefinedterms

As used herein:

“Benchmark” means, initially, Compounded SOFR, as such term is defined above; provided that if a

Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to

Compounded SOFR (or the published SOFR Index used in the calculation thereof) or the then-current Benchmark,

then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by us

or our designee as of the Benchmark Replacement Date; provided that if the Benchmark Replacement cannot be

determined in accordance with clause (1) below as of the Benchmark Replacement Date and we or our designee

shall have determined that the ISDA Fallback Rate determined in accordance with clause (2) below is not an

industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated

floating rate notes at such time, then clause (2) below shall be disregarded, and the Benchmark Replacement shall

be determined in accordance with clause (3) below:

1.thesumof:(a)an alternaterateof interestthathas been selectedor recommendedby theRelevant

GovernmentalBody as thereplacementforthethen-currentBenchmarkand (b)theBenchmark

ReplacementAdjustment;

2.thesumof:(a)theISDAFallbackRate and (b)theBenchmarkReplacementAdjustment;or

3.thesumof:(a)thealternaterateof interestthathas been selectedby us or our designeeas the

replacementforthethen-currentBenchmarkgivingdue considerationto any industry-acceptedrateof

interestas a replacementforthethen-currentBenchmarkforU.S.dollar-denominatedfloatingrate

notesatsuch timeand (b)theBenchmarkReplacementAdjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be

determined by us or our designee as of the Benchmark Replacement Date:

1.thespreadadjustment(whichmaybe a positiveor negativevalueor zero),or methodforcalculatingor

determiningsuch spreadadjustment,thathas been selectedor recommendedby theRelevant

GovernmentalBody fortheapplicableUnadjustedBenchmarkReplacement;

2.iftheapplicableUnadjustedBenchmarkReplacementisequivalentto theISDAFallbackRate, the

ISDAFallbackAdjustment;or

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3.thespreadadjustment(whichmaybe a positiveor negativevalueor zero)thathas been selectedby us

or our designeegivingdue considerationto any industry-acceptedspreadadjustment,or methodfor

calculatingor determiningsuch spreadadjustment,forthereplacementof thethen-currentBenchmark

with theapplicableUnadjustedBenchmarkReplacementforU.S.dollardenominatedfloatingrate

notesatsuch time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any

technical, administrative or operational changes (including changes to the definitions or interpretations of interest

period, the timing and frequency of determining rates and making payments of interest, the rounding of amounts or

tenors, and other administrative matters) that we or our designee decides may be appropriate to reflect the adoption

of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we or our

designee decides that adoption of any portion of such market practice is not administratively feasible or if we or our

designee determines that no market practice for use of the Benchmark Replacement exists, in such other manner as

we or our designee determines is reasonably practicable).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-

current Benchmark (including any daily published component used in the calculation thereof):

1.in thecaseof clause(1)or (2)of thedefinitionof “BenchmarkTransitionEvent,”thelaterof (a)the

dateof thepublicstatementor publicationof informationreferencedthereinand (b)thedateon which

theadministratorof theBenchmarkpermanentlyor indefinitelyceasesto providetheBenchmark(or

such component);or

2.in thecaseof clause(3)of thedefinitionof “BenchmarkTransitionEvent,”thedateof thepublic

statementor publicationof informationreferencedtherein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same

day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will

be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to

the then-current Benchmark (including the daily published component used in the calculation thereof):

1.a publicstatementor publicationof informationby or on behalfof theadministratorof theBenchmark

(orsuch component)announcingthatsuch administratorhas ceasedor willceaseto providethe

Benchmark(orsuch component),permanentlyor indefinitely,providedthat,atthetimeof such

statementor publication,thereisno successoradministratorthatwillcontinueto providethe

Benchmark(orsuch component);

2.a publicstatementor publicationof informationby theregulatorysupervisorfortheadministratorof

theBenchmark(orsuch component),thecentralbank forthecurrencyof theBenchmark(orsuch

component),an insolvencyofficialwith jurisdictionovertheadministratorfortheBenchmark(orsuch

component),a resolutionauthoritywith jurisdictionovertheadministratorfortheBenchmark(orsuch

component)or a courtor an entitywith similarinsolvencyor resolutionauthorityoverthe

administratorfortheBenchmark(orsuch component),which statesthattheadministratorof the

Benchmark(orsuch component)has ceasedor willceaseto providetheBenchmark(orsuch

component)permanentlyor indefinitely,providedthat,atthetimeof such statementor publication,

thereisno successoradministratorthatwillcontinueto providetheBenchmark(orsuch component);

or

3.a publicstatementor publicationof informationby theregulatorysupervisorfortheadministratorof

theBenchmarkannouncingthattheBenchmarkisno longerrepresentative.

“Calculation Agent” means the firm appointed by us prior to the commencement of the floating rate period.

We or an affiliate of ours may assume the duties of the Calculation Agent.

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“ISDA Definitions” means the 2006 ISDA Definitions published by ISDA, or any successor thereto, as

amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives

published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero)

that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the

occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA

Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the

applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is

Compounded SOFR, the SOFR Index Determination Time, as such time is defined above, and (2) if the Benchmark

is not Compounded SOFR, the time determined by us or our designee in accordance with the Benchmark

Replacement Conforming Changes.

“Relevant Governmental Body” means the FRB and/or the FRBNY, or a committee officially endorsed or

convened by the FRB and/or the FRBNY or any successor thereto.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark

Replacement Adjustment.

Ranking

The Notes will be senior unsecured obligations and will rank equally with all of our other unsecured and

unsubordinated indebtedness and will be effectively subordinated to our existing and future secured indebtedness,

to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to the existing

and future indebtedness of our subsidiaries. Because we are a holding company, our right to participate in any

distribution of the assets of our banking or nonbanking subsidiaries upon a subsidiary’s dissolution, winding-up,

liquidation or reorganization or otherwise, and thus the ability of a holder of Notes to benefit indirectly from such

distribution, is subject to prior claims of creditors of any such subsidiary, except to the extent that we may be a

creditor of that subsidiary and our claims are recognized. There are legal limitations on the extent to which some of

our subsidiaries, including Regions Bank, may extend credit, pay dividends or otherwise supply funds to, or engage

in transactions with, us or some of our other subsidiaries. Our subsidiaries are separate and distinct legal entities and

have no obligation, contingent or otherwise, to pay amounts due under our contracts or otherwise to make any funds

available to us. Our subsidiaries may, without notice or consent of the holders of the Notes, incur additional debt

and liabilities in the future, all of which would rank structurally senior to the Notes. As of June 30, 2024, our

subsidiaries had, in the aggregate, outstanding debt and other liabilities, including deposits, of approximately

$133.9 billion. All of such debt and other liabilities would rank structurally senior to the Notes in case of liquidation

or otherwise. As of June 30, 2024, Regions Financial Corporation (parent company only) had an aggregate of

approximately $2.1 billion of outstanding senior debt and approximately $549 million of outstanding subordinated

and junior subordinated debt.

Redemption

On or after          , 2025 (or, if additional Notes are issued after the original issue date, on or after the date that

is 181 days after the issue date of such additional Notes) and prior to          , 20  , we may redeem the Notes at our

option, in whole or in part, at any time or from time to time, at a redemption price (expressed as a percentage of

principal amount and rounded to three decimal places) equal to the greater of:

1. (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon

discounted to the redemption date (assuming the Notes to be redeemed matured on, 20) on a semi-

annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plusbasis

points, less (b) interest accrued to the redemption date; and

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2. 100% of the principal amount of the Notes to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

Additionally, we may redeem the Notes at our option , in whole, but not in part, on              , 20  at a

redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest

thereon, if any, to but excluding, the redemption date. Additionally, we may redeem the Notes at our option, in

whole or in part, at any time or from time to time on or after            , 20  at a redemption price equal to 100% of the

aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but

excluding, the redemption date.

“Treasury rate” means, with respect to any redemption date, the yield determined by us in accordance with the

following two paragraphs.

The treasury rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on

U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third

business day preceding the redemption date based upon the yield or yields for the most recent day that appear after

such time on such day in the most recent statistical release published by the Board of Governors of the Federal

Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or

publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or

any successor caption or heading) (“H.15 TCM”). In determining the treasury rate, we shall select, as applicable:

(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date

to              , 20  (the “reset date”) (the “remaining life”); or (2) if there is no such Treasury constant maturity on

H.15 exactly equal to the remaining life, the two yields—one yield corresponding to the Treasury constant maturity

on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15

immediately longer than the remaining life—and shall interpolate to the reset date on a straight-line basis (using the

actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such

Treasury constant maturity on H.15 shorter than or longer than the remaining life, the yield for the single Treasury

constant maturity on H.15 closest to the remaining life. For purposes of this paragraph, the applicable Treasury

constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of

months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM is no longer published, we shall calculate

the treasury rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m.,

New York City time, on the second business day preceding such redemption date of the United States Treasury

security maturing on, or with a maturity that is closest to, the reset date, as applicable. If there is no United States

Treasury security maturing on the reset date but there are two or more United States Treasury securities with a

maturity date equally distant from the reset date, one with a maturity date preceding the reset date and one with a

maturity date following the reset date, we shall select the United States Treasury security with a maturity date

preceding the reset date. If there are two or more United States Treasury securities maturing on the reset date or two

or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among

these two or more United States Treasury securities the United States Treasury security that is trading closest to par

based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New

York City time. In determining the treasury rate in accordance with the terms of this paragraph, the semi-annual

yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and

asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United

States Treasury security, and rounded to three decimal places.

Our actions and determinations in determining the redemption price shall be conclusive and binding for all

purposes absent manifest error. Calculations and selections in the foregoing will be made by us or on our behalf by

a person designated by us. The trustee shall have no obligation to confirm or verify any such calculation.

Notice of redemption will be sent by us or at our request in an officer’s certificate delivered to the trustee at

least five business days before the requested date of delivery (or such shorter period of time as is satisfactory to the

trustee) by the trustee by first class mail, by electronic transmission or, with respect to any global note, in

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accordance with the applicable procedures of DTC, in the name and at the expense of Regions Financial

Corporation, to holders whose Notes are to be redeemed, at least 10 days, but not more than 60 days, before the

redemption date. The principal amount of any note remaining outstanding after redemption in part shall be

minimum denominations of $2,000 or any integral multiple of $1,000 in excess thereof.

On and after the applicable redemption date, interest will cease to accrue on the Notes or any portion of the

Notes called for redemption unless we default in the payment of the redemption price.

In addition, we may at any time purchase Notes by tender, in the open market or by private agreement, subject

to applicable law.

The Notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not

be entitled to any sinking fund.

Merger,Consolidationor Sale of Assets

We may consolidate with, or sell, lease or otherwise transfer all or substantially all of our assets to, or merge

with or into, any other corporation, trust or other entity provided that:

•we arethesurvivorin themerger,or thesurvivor,ifnot us, isan entityorganizedunderthelaws of the

UnitedStatesor a stateof theUnitedStatesand expresslyassumesby supplementalindenturethedue

and punctualpaymentof theprincipalof and intereston allof theoutstandingNotes and thedue and

punctualperformanceand observanceof allof thecovenantsand conditionsto be performedby us

containedin theindenture;

•immediatelyaftergivingeffectto thetransactionand treatingany indebtednessthatbecomesan

obligationof oursor one of our subsidiariesas a resultof thetransaction,as havingbeen incurredby us

or thesubsidiaryatthetimeof thetransaction,no eventof defaultundertheindenture,and no event

which, afternoticeor thelapseof time,or both, would becomean eventof default,shallhave occurred

and be continuing;

•if,as a resultof thetransaction,our propertyor assetswould be subjectto a mortgage,pledge,lien,

securityinterestor otherencumbrancethatwould not be permittedundertheindenture,we or such

successorperson,as thecasemaybe, shalltakestepsto securetheNotes equallyand ratablywith all

indebtednesssecuredin thetransaction;and

•certainotherconditionsthataredescribedin theindenturearemet.

Upon any such consolidation, merger, or sale, the successor corporation formed, or into which we are merged

or to which we are sold, shall succeed to, and be substituted for, us under the indenture.

This covenant would not apply to any recapitalization transaction, change of control of us or a transaction in

which we incur a large amount of additional debt unless the transactions or change of control included a merger or

consolidation or transfer of all or substantially all of our assets. There are no covenants or other provisions in the

indenture providing for a put or increased interest or that would otherwise afford holders of the Notes additional

protection in the event of a recapitalization transaction, a change of control of us or a transaction in which we incur

or acquire a large amount of additional debt.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise

established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a

degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or

assets of a person.

CertainCovenants

Existence. Except as permitted under “—Merger, Consolidation or Sale of Assets” above, we will do or cause

to be done all things necessary to preserve and keep our and our subsidiaries’ legal existence, rights and franchises

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in full force and effect; provided, however, that we will not be required to preserve any right or franchise if we

determine that the preservation of that right or franchise is no longer desirable in the conduct of our and our

subsidiaries’ business as a whole and that its loss is not disadvantageous in any material respect to the holders of the

Notes.

Maintenance of Properties. We will cause all of our material properties used or useful in the conduct of our

business or the business of any of our subsidiaries to be maintained and kept in good condition, repair and working

order and supplied with all necessary equipment and we will cause to be made all necessary repairs, renewals,

replacements, betterments and improvements for those properties, as we in our judgment believe is necessary so

that we may carry on the business related to those properties properly and advantageously at all times; provided,

however, that we will not be prevented from selling or otherwise disposing of our properties or the properties of our

subsidiaries in the ordinary course of business.

Payment of Taxes and Other Claims. We will pay or discharge, or cause to be paid or discharged, before they

become delinquent:

•alltaxes,assessmentsand governmentalchargesleviedor imposedupon us or any subsidiaryof oursor

upon our income,profitsor propertyor thatof any subsidiaryof ours;and

•alllawfulclaimsforlabor,materialsand supplieswhich, ifunpaid,mightby law becomea lienupon

our propertyor any subsidiaryof ours;provided,however, thatwe willnot be requiredto pay or

dischargeor causeto be paidor dischargedany tax,assessment,chargeor claimtheamount,

applicabilityor validityof which isbeingcontestedin good faithby appropriateproceedings.

Provision of Financial Information. Whether or not we are subject to Section 13 or 15(d) of the Exchange Act,

we will cause to be filed with the SEC the annual reports, quarterly reports and other documents which we would be

required to file pursuant to Section 13 or 15(d) of the Exchange Act on or prior to the respective dates by which we

are or would be required to file such documents if we were so subject. We will also:

•filewith thetrusteecopiesof theannualreports,quarterlyreportsand otherdocumentsthatwe areor

would be requiredto filewith theSECpursuantto Section13 or 15(d)of theExchange Act within15

days of thedateby which such documentswould have been requiredto be filedwith theSEC;

provided,however, thata failureto filecopiesof any such reportsor documentswith thetrusteeshall

not giveriseto any rightto acceleratethepaymentof principalof or intereston theNotes as described

in “—Eventsof Default,Noticeand Waiver;”and

•iffilingsuch documentswith theSECisnot permittedundertheExchange Act, promptlyupon written

requestand paymentof thereasonablecostof duplicationand delivery,supplycopiesof those

documentsto any holderof theNotes.

Waiver of Certain Covenants. We may choose not to comply with any term, provision or condition of the

foregoing covenants, or with certain other terms, provisions or conditions with respect to the Notes (except any

such term, provision or condition which could not be amended without the consent of all holders of the Notes), if

before or after the time for compliance with the covenant, term, provision or condition, the holders of at least a

majority in principal amount of the Notes either waive compliance in that instance or generally waive compliance

with that covenant or condition. Unless the holders of the Notes expressly waive compliance with a covenant and

the waiver has become effective, our obligations and the duties of the trustee in respect of the term, provision, or

condition will remain in full force and effect.

Sale or Issuance of Capital Stock in Principal Subsidiary Bank. We will not be permitted, pursuant to the

covenants in the indenture, directly or indirectly, to do any of the following:

•sell,assign,pledge,transferor otherwisedisposeof or permitto be issuedany sharesof capitalstockof a

principalsubsidiarybank or any securitiesconvertibleintoor rightsto subscribeto such capitalstock, unless,

aftergivingeffectto thattransactionand thesharesto be issuedupon conversionof such securitiesor

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exerciseof such rightsintothatcapitalstock,we willown, directlyor indirectly,atleast 80% of the

outstandingsharesof capitalstockof eachclassof thatprincipalsubsidiarybank;or

•pay any dividendor makeany otherdistributionin capitalstockof a principalsubsidiarybank, unless the

principalsubsidiarybank to which thetransactionrelates,afterobtainingany necessaryregulatory

approvals,unconditionallyguaranteespaymentof theprincipaland intereston theNotes.

The term “principal subsidiary bank” means any subsidiary bank, the consolidated assets of which constitute

50% or more of our consolidated assets. As of the date of this prospectus supplement, our principal subsidiary bank

is Regions Bank. The indenture does not restrict the ability of the principal subsidiary bank to sell or dispose of

assets.

The foregoingcovenantin theindenture,however, does not prohibitany of thefollowing:

•any dispositionsor dividendsmadeby us or any principalsubsidiarybank actingin a fiduciarycapacity

forany personor entityotherthanus or any principalsubsidiarybank or to us or any of our wholly-

owned subsidiaries;

•themergeror consolidationof a principalsubsidiarybank with and intoanotherprincipalsubsidiary

bank;

•thesale,assignment,pledge,transferor otherdispositionof sharesof votingstockof a principal

subsidiarybank madeby us or any subsidiarywhere:

•thesale,assignment,pledge,transferor otherdispositionismade,in theminimumamount

requiredby law, to any personforthepurposeof thequalificationof such personto serveas a

director;

•thesale,assignment,pledge,transferor otherdispositionismadein compliancewith an orderof a court

or regulatoryauthorityof competentjurisdictionor as a conditionimposedby any such court or

regulatoryauthorityto theacquisitionby us or any principalsubsidiarybank, directlyor indirectly,of

any othercorporation,trustor otherentity;

•thesale,assignment,pledge,transferor otherdispositionof votingstockor any othersecurities

convertibleintoor rightsto subscribeto votingstockof a principalsubsidiarybank, so long as:

•any such transactionismadeforfairmarketvalueas determinedby our boardof directorsor the

boardof directorsof theprincipalsubsidiarybank disposingof such votingstockor other securities

or rights,and

•aftergivingeffectto such transactionand to any potentialdilution,we and our directlyor

indirectlywholly-ownedsubsidiarieswillown, directlyor indirectly,atleast80% of the voting

stockof such principalsubsidiarybank;

•any of our principalsubsidiarybanks sellingadditionalsharesof votingstockto its shareholders

atany price,so long as immediatelyaftersuch sale,we own, directlyor indirectly,atleastas

greata percentageof thevotingstockof such subsidiarybank as we owned priorto such saleof

additionalshares;or

•a pledgemadeor a liencreatedto secureloansor otherextensionsof creditby a principal

subsidiarybank subjectto Section23A of theFederalReserveAct.

Events of Default,Noticeand Waiver

Each of the following “Events of Default” set forth in the indenture will be applicable to the Notes:

(1)  we fail for 30 days to pay any installment of interest payable on the Notes;

(2)  we failto pay theprincipalof theNotes when due;

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(3)  we defaultin theperformanceof or breachany othercovenantor agreementwe madein theindenture

with respectto theNotes, which has continuedfor60 days afterwrittennoticeas providedforin

accordancewith theindentureby thetrusteeor theholdersof atleast25% in principalamountof the

Notes;

(4)  we defaultundera bond, debenture,noteor otherevidenceof indebtednessformoneyborrowedby us

thathas a principalamountoutstandingthatismorethan$50 million(otherthannon-recourse

indebtedness)underthetermsof theinstrumentunderwhich theindebtednessisissuedor secured,

which defaulthas causedtheindebtednessto becomedue and payableearlierthanitwould otherwise

have becomedue and payable,and theaccelerationhas not been rescindedor annulled,or the

indebtednessisdischarged,or thereisdepositedin trustenough moneyto dischargetheindebtedness,

within30 days afterwrittennoticewas providedto us by thetrusteeor theholdersof atleast25% in

principalamountof theNotes in accordancewith theindenture;and

(5)  certaineventsof bankruptcy,insolvencyor reorganizationof us or our principalsubsidiarybank occur.

Ifthere is a continuing Event of Default under the indenture with respect to the Notes (except for an Event

of Default described in clause (3) above triggered by a failure on our part to file with the trustee copies of the

annual reports, quarterly reports and other documents that we are or would be required to file with the SEC

pursuant to Section 13 or 15(d) of the Exchange Act), then the trustee or the holders of not less than 25% of the

total principal amount of the Notes may declare immediately due and payable the principal amount of the Notes.

However, at any time after a declaration of acceleration with respect to the Notes then outstanding has been

made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders

of a majority in principal amount of the Notes may rescind and annul such declaration and its consequences if:

•we depositwith thetrusteeallrequiredpaymentsof theprincipalof and intereston theNotes (and,to

theextentlawful,intereston overdueinstallmentsof interest)pluscertainfees,expenses,

disbursementsand advancesof theapplicabletrustee;and

•allEventsof Default,otherthanthenonpaymentof acceleratedprincipalof theNotes, have been cured

or waived as providedin theindenture.

The indenture also provides that the holders of not less than a majority in principal amount of the Notes may

waive any past default with respect to the Notes and its consequences, except a default consisting of:

•our failureto pay theprincipalof or intereston theNotes;or

•a defaultrelatingto a covenantor provisioncontainedin theindenturethatcannotbe modifiedor

amendedwithouttheconsentof theholdersof eachoutstandingNote.

The trustee is generally required to give notice to the holders of the Notes within 90 days of a default of which

the trustee has actual knowledge under the indenture unless the default has been cured or waived.

The indenture provides that no holder of the Notes may institute a proceeding with respect to the indenture or

for any remedy under the indenture, unless such holder has previously given notice to the trustee of an Event of

Default and the trustee fails to act for 60 days after:

•ithas receiveda writtenrequestto instituteproceedingsin respectof an Event of Defaultfromthe

holdersof not lessthan25% in principalamountof theNotes, as wellas an offerof indemnity

satisfactoryto thetrustee;and

•no directioninconsistentwith such writtenrequesthas been givento thetrusteeduringthat60-day

periodby theholdersof a majorityin principalamountof theNotes.

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Subject to provisions in the indenture relating to the trustee’s duties in case of default, the trustee is not under

an obligation to exercise any of its rights or powers under the indenture at the request or direction of any holders of

the Notes, unless the holders of the Notes have offered to the trustee security or indemnity satisfactory to it. Subject

to these provisions for the indemnification of the trustee, the holders of not less than a majority in principal amount

of the Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy

available to the trustee, or of exercising any trust or power conferred upon the trustee. However, the trustee may

refuse to follow any direction which is in conflict with any law or the indenture, which may involve the trustee in

personal liability or which may be unduly prejudicial to the holders of the Notes not joining in the direction.

Within 120 days after the close of each fiscal year, we must deliver to the trustee a certificate, signed by one of

several specified officers, stating such officer’s knowledge of our compliance with all the conditions and covenants

under the indenture and, in the event of any noncompliance, specifying such noncompliance and the nature and

status of the noncompliance.

Modificationof the Indenture

Modification and amendment of the indenture may be made only with the consent of the holders of not less

than a majority in principal amount of the Notes. However, no modification or amendment may, without the

consent of each holder affected thereby, do any of the following:

•changethestatedmaturityor due dateof theprincipalof or interestpayableon theNotes or changeany

placeof paymentwhere or thecurrencyin which such principaland interestispayable;

•reducetheprincipalamountof or therateor amountof intereston theNotes;

•impairtherightto institutesuitfortheenforcementof any paymenton or with respectto theNotes;

•reducethepercentageof theholdersof theNotes necessaryto modifyor amendtheindenture,to waive

compliancewith certainprovisionsthereofor certaindefaultsand consequencesthereunder,or to

reducethequorumor votingrequirementscontainedin theindenture;or

•modifyany of theforegoingprovisionsor any of theprovisionsrelatingto thewaiverof certainpast

defaultsor certaincovenantswith respectto theNotes, exceptto increasetherequiredpercentageto

effectsuch actionor to providethatcertainotherprovisionsmaynot be modifiedor waived withoutthe

consentof theholdersof theNotes.

We and the trustee may modify or amend the indenture, without the consent of any holder of the Notes for any

of the following purposes:

•to evidencethesuccessionof anotherpersonto us as obligorundertheindenture;

•to add to thecovenantsforthebenefitof theholdersof theNotes or to surrenderany rightor power

conferredupon us in theindenture;

•to add Eventsof Defaultforthebenefitof theholdersof theNotes;

•to add or changeany provisionsof theindentureto facilitatetheissuanceof Notes in bearerform,or to

permitor facilitatetheissuanceof Notes in uncertificatedform,providedthatsuch actionshallnot

adverselyaffecttheinterestsof theholdersof theNotes in any materialrespect.For theavoidanceof

doubt, theNotes willnot be exchangeableforany securitiesin bearerformor otherwisenot registered

as to principalor interestforU.S.taxpurposes;

•to add, changeor eliminateany provisionsof theindenture,providedthatany such addition,changeor

eliminationshall:

•neither(a)applyto any Note createdpriorto theexecutionof thesupplementalindenture

effectuatingsuch addition,changeor eliminationand entitledto thebenefitof such provision,nor

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(b)modifytherightsof theholderof such Note with respectto such provision,or become

effectiveonly when thereareno Notes outstandingundertheindenture;

•to securetheNotes;

•to evidenceand providefortheacceptanceor appointmentof a successortrusteewith respectto

theNotes or facilitatetheadministrationof thetrustsundertheindentureby morethanone

trustee;

•to cureany ambiguity,defector inconsistencyin theindenture;

•to makeany otherprovisionswith respectto mattersor questionsarisingundertheindenture

which shallnot be inconsistentwith theprovisionsof theindentureor to makeany otherchanges,

providedthatin eachcase,such provisionsshallnot adverselyaffecttheinterestsof theholdersof

theNotes in any materialrespect;

•to theextentnot otherwiseinconsistentwith theindenture,to conformthetermsof theNotes or

theindenturewith thedescriptionsetforthin thisprospectussupplement;

•to closetheindenturewith respectto theauthenticationand deliveryof additionalNotes or to

qualify,or maintainqualificationof, theindentureundertheTrustIndentureAct of 1939, as

amended(the“TrustIndentureAct”);and

•to supplementany of theprovisionsof theindentureto theextentnecessaryto permitor facilitate

defeasanceand dischargeof theNotes pursuantto thetermsof theindenture;providedthatin each

casethatany such actionshallnot adverselyaffecttheholdersof theNotes in any material

respect.

Discharge,Defeasanceand Covenant Defeasance

Under the indenture, we may discharge certain obligations to holders of the Notes that have not already been

delivered to the trustee for cancellation and that either have become due and payable or will become due and

payable within one year. We can discharge these obligations by irrevocably depositing with the trustee funds in

United States dollars in an amount sufficient to pay the entire indebtedness on the Notes, including the principal of

and interest payable on the notes to the date of the deposit, if the Notes have become due and payable, or to the

maturity date, if the Notes have not yet become due and payable.

We mayalsoelecteitherof thefollowing:

•to be defeasedand dischargedfromany and allobligationswith respectto theNotes (“legal

defeasance”);exceptour obligationsto:

•registerthetransferor exchangeof theNotes,

•replacetemporaryor mutilated,destroyed,lostor stolenNotes,

•maintainan officeor agencyfortheNotes, and

•to hold moneysforpaymentin trust;or

•to be defeasedand dischargedfromcertainof our obligationsunder“—CertainCovenants,”including

“—CertainCovenants—Saleor Issuanceof CapitalStock in PrincipalSubsidiaryBank,” with respect

to theNotes and our obligationsdescribedunder“—Merger,Consolidationor Saleof Assets”or, to the

extentpermittedby thetermsof theNotes, our obligationswith respectto any othercovenant

(“covenantdefeasance”).

If we choose to defease and discharge our obligations under the covenants with respect to the Notes, any failure

to comply with the obligations imposed on us by the covenants will not constitute a default or an Event of Default

with respect to the Notes. However, to make either election, we must irrevocably deposit with the trustee, in trust,

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an amount, in United States dollars, in United States government obligations or both, that will provide sufficient

funds to pay the principal of (and premium, if any) and interest on the Notes on the relevant scheduled due dates.

We may defease and discharge our obligations as described in the preceding paragraphs only if, among other

things:

•we have deliveredto thetrusteean opinionof counselto theeffectthatthebeneficialowners of the

Notes willnot recognizeincome,gainor lossforUnitedStatesfederalincometaxpurposesas a result

of thelegaldefeasanceor covenantdefeasancedescribedin thepreviousparagraphsand willbe subject

to UnitedStatesfederalincometaxon thesameamounts,in thesamemannerand atthesametimesas

would have been thecaseifthedefeasanceor covenantdefeasancehad not occurred.In thecaseof

legaldefeasance,theopinionof counselmustreferto and be basedupon a rulingof theInternal

Revenue Service(“IRS”)or a changein applicableUnitedStatesfederalincometaxlaws occurring

afterthedateof theindenture;

•afterthe91stday followingthedeposit,thetrustfundsdepositedwith thetrusteeto pay theprincipalof

and intereston theNotes on therelevantscheduleddue dateswillnot be subjectto theeffectof any

applicablebankruptcy,insolvency,reorganizationor similarlaws affectingcreditors’rightsgenerally

and generalprinciplesof equity;

•any such legaldefeasanceor covenantdefeasance,as thecasemaybe, does not resultin, or constitute,

a breachor violationof an indentureor any othermaterialagreementwhich we area partyto or

obligatedunder;and

•no Event of Default,or eventthatwith noticeor lapseof timeor both willbe an Event of Default,has

occurredand iscontinuingwith respectto theNotes.

In the event we effect covenant defeasance with respect to the Notes and the Notes are declared due and

payable because of the occurrence of any Event of Default, the amount on deposit with the trustee will still be

sufficient to pay amounts due on the Notes on the maturity date but may not be sufficient to pay amounts due on the

Notes at the time of the acceleration resulting from the Event of Default. In this case, we would remain liable to

make payment of such amounts due at the time of acceleration.

Same-Day Settlementand Payment

Initial settlement for the Notes will be made in immediately available funds. Secondary market trading between

DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately

available funds using DTC’s Same-Day Funds Settlement System.

Trustee

Deutsche Bank Trust Company Americas will act as trustee for the Notes. Deutsche Bank Securities Inc., an

affiliate of Deutsche Bank Trust Company Americas, is one of the underwriters in the offering. From time to time,

we and some of our subsidiaries may maintain deposit accounts and conduct other banking transactions, including

lending transactions, with Deutsche Bank Trust Company Americas in the ordinary course of business.

Additionally, we maintain banking relationships with Deutsche Bank Trust Company Americas and its affiliates in

the ordinary course of business. These banking relationships include Deutsche Bank Trust Company Americas

serving as trustee under the indenture involving our existing debt securities, serving as trustee in connection with

trust preferred securities that were issued by our financing trusts, and providing us with general banking services.

Upon the occurrence of an Event of Default or an event which, after notice or lapse of time or both, would become

an Event of Default under the Notes, or upon the occurrence of a default under another indenture under which

Deutsche Bank Trust Company Americas serves as trustee, the trustee may be deemed to have a conflicting interest

with respect to the other debt securities as to which we are not in default for purposes of the Trust Indenture Act

and, accordingly, may be required to resign as trustee under the indenture. In that event, we would be required to

appoint a successor trustee.

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Miscellaneous

We, or our affiliates, may from time to time purchase any of the Notes that are then outstanding, by tender in

the open market or by private agreement.

Notices

Any notices required to be given to the holders of the Notes will be given to DTC.

GoverningLaw

The indenture and the Notes are governed by and will be construed in accordance with the laws of the State of

New York.

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BOOK-ENTRY,DELIVERYANDFORM

The Depository Trust Company, which we refer to along with its successors in this capacity as “DTC”, will act

as securities depository for the Notes. The Notes will be issued only as fully registered securities registered in the

name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized

representative of DTC. One or more fully registered global security certificates, representing the total aggregate

number of Notes, will be issued for the Notes and will be deposited with DTC.

Investors may elect to hold beneficial interests in the global security certificates representing the Notes through

either DTC, in the United States, Clearstream Banking, S.A. (“Clearstream”), and Euroclear Bank SA/NV, as

operator of the Euroclear System (“Euroclear”), if they are participants in these systems, or indirectly through

organizations that are participants in these systems.

DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a

“banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve

System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing

agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that DTC’s

participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct

Participants of sales and other securities transactions in deposited securities, through electronic computerized book-

entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement

of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks,

trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of

DTCC. DTCC, in turn, is owned by a number of Direct Participants of DTC and members of the National Securities

Clearing Corporation, Fixed Income Clearing Corporation and Emerging Markets Clearing Corporation (also

subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and

the Financial Industry Regulatory Authority (“FINRA”). Access to the depository system is also available to others,

such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations

that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly

(“Indirect Participants”). The DTC rules applicable to DTC’s participants are on file with the SEC. More

information about DTC can be found at www.dtcc.com.

Purchase of Notes under the DTC system must be made by or through Direct Participants, which will receive a

credit for the Notes on DTC’s records. The ownership interest of each actual purchaser (which we refer to as

“beneficial owners”) of the Notes will be recorded on the Direct or Indirect Participants’ records. Beneficial owners

will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to

receive written confirmations providing details of the transaction, as well as periodic statements of their holdings,

from the Direct or Indirect Participant through which the beneficial owner entered into the transaction. Transfers of

ownership interests in the Notes are to be accomplished by entries made on the books of Direct and Indirect

Participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their

ownership interests in the Notes except in the event that use of the book-entry system for the Notes is discontinued.

To facilitate subsequent transfers, all global security certificates deposited by Direct Participants with DTC are

registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an

authorized representative of DTC. The deposit of the Notes with DTC and their registration in the name of Cede &

Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the

actual beneficial owners of the Notes; DTC’s records reflect only the identity of the Direct Participants to whose

accounts the Notes are credited, which may or may not be the beneficial owners. The Direct and Indirect

Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to

Indirect Participants, and by Direct and Indirect Participants to beneficial owners will be governed by arrangements

among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

S-32

Redemption notices shall be sent to DTC. If less than all of the securities within an issue are being redeemed,

DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be

redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to any securities

unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures, DTC

mails an omnibus proxy to the issuer as soon as possible after the record date. The omnibus proxy assigns Cede &

Co.’s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the record

date (identified in a listing attached to the omnibus proxy).

If DTC notifies us that it is unwilling or unable to continue as depository for the global securities relating to the

Notes or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act, if so

required by applicable law or regulation, we will appoint a successor depository. If we do not appoint such

successor depository within 90 days after we receive such notice or become aware of such unwillingness, inability

or ineligibility, or an event of default under the indenture with respect to the Notes has occurred and is continuing

and the beneficial owners representing a majority in principal amount of the Notes advise DTC to cease acting as

depository for the Notes, we will issue Notes in certificated form (the “Certificated Notes”) in exchange for that

global security. In addition, we may at any time and in our sole discretion decide not to have the Notes represented

by global securities. In such event, we will issue Certificated Notes in exchange for all of the Notes represented by

global securities. The Certificated Notes issued in exchange for those global securities will be in the same minimum

denominations and be of the same aggregate principal amount and tenor as the portion of each global security to be

exchanged. Except as provided above, owners of beneficial interests in a global security will not be entitled to

receive physical delivery of Certificated Notes and will not be considered the registered holders of the Notes for any

purpose, including receiving payments of principal or interest.

As long as DTC or its nominee is the registered owner of the global security certificates, DTC or its nominee,

as the case may be, will be considered the sole owner and holder of the global security certificates and all Notes

represented by these certificates for all purposes under the instruments governing the rights and obligations of

holders of such Notes. Except in the limited circumstances referred to above, owners of beneficial interests in

global security certificates:

•willnot be entitledto have such globalsecuritycertificatesor theNotes representedby these

certificatesregisteredin theirnames;

•willnot receiveor be entitledto receivephysicaldeliveryof securitiescertificatesin exchangefor

beneficialinterestsin globalsecuritycertificates;and

•willnot be consideredto be owners or holdersof theglobalsecuritycertificatesor any Notes

representedby thesecertificatesforany purposeundertheinstrumentsgoverningtherightsand

obligationsof holdersof such Notes.

All redemption proceeds, distributions and interest payments on the Notes and all transfers and deliveries of

such Notes will be made to Cede & Co., or such other nominee, as may be requested by an authorized

representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and

corresponding detail information from the issuer or its agent, on the payable date in accordance with their respective

holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing

instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form

or registered in “street name,” and will be the responsibility of that participant and not of DTC, the trustee, the

issuer or any affiliate thereof, or any of their agents, subject to any statutory or regulatory requirements as may be in

effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be

requested by an authorized representative of DTC) is the responsibility of the issuer or its agent, disbursement of

such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the

beneficial owners will be the responsibility of Direct and Indirect Participants.

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Ownership of beneficial interests in the global security certificates will be limited to participants or persons that

may hold beneficial interests through institutions that have accounts with DTC or its nominee. Ownership of

beneficial interests in global security certificates will be shown only on, and the transfer of those ownership

interests will be effected only through, records maintained by DTC or its nominee, with respect to participants’

interests, or any participant, with respect to interests of persons held by the participant on their behalf. Payments,

transfers, deliveries, exchanges, redemptions and other matters relating to beneficial interests in global security

certificates may be subject to various policies and procedures adopted by DTC from time to time. Regions will not

have any responsibility or liability for any aspect of DTC’s or any Direct or Indirect Participant’s records relating

to, or for payments made on account of, beneficial interests in global security certificates, or for maintaining,

supervising or reviewing any of DTC’s records or any Direct or Indirect Participant’s records relating to these

beneficial ownership interests.

Neither Regions, nor any of the underwriters or the trustee, will have any responsibility for the performance by

DTC or its Direct Participants or Indirect Participants of their respective obligations under the rules and procedures

governing DTC.

The information in this section concerning DTC and its book-entry system has been obtained from sources that

Regions believes to be accurate, but we assume no responsibility for the accuracy thereof.

Clearstream and Euroclear. Clearstream and Euroclear will hold interests on behalf of their participants through

customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries,

which in turn will hold interests in customers’ securities accounts in the depositaries’ names on the books of DTC.

Beneficial interests in the global securities representing the Notes will be held in denominations of $2,000 and

integral multiples of $1,000 in excess thereof.

Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the

clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry

changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates.

Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration,

clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream

interfaces with domestic markets in several countries.

Clearstream is registered as a bank in Luxembourg, and as such is subject to regulation by the Commission de

Surveillance du Secteur Financier and the Banque Centrale du Luxembourg, which supervise and oversee the

activities of Luxembourg banks. Clearstream Participants are world-wide financial institutions including

underwriters, securities brokers and dealers, banks, trust companies and clearing corporations, and may include the

underwriters or their affiliates. Indirect access to Clearstream is available to other institutions that clear through or

maintain a custodial relationship with a Clearstream Participant. Clearstream has established an electronic bridge

with Euroclear as the operator of the Euroclear System (the “Euroclear Operator”) in Brussels to facilitate

settlement of trades between Clearstream and the Euroclear Operator.

Distributions with respect to the Notes held beneficially through Clearstream will be credited to cash accounts

of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S.

depositary for Clearstream.

Euroclear holds securities and book-entry interests in securities for participating organizations (“Euroclear

Participants”) and facilitates the clearance and settlement of securities transactions between Euroclear Participants,

and between Euroclear Participants and participants of certain other securities intermediaries through electronic

book-entry changes in accounts of such participants or other securities intermediaries. Euroclear provides Euroclear

Participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and

borrowing, and related services. Euroclear Participants are investment banks, securities brokers and dealers, banks,

central banks, supranationals, custodians, investment managers, corporations, trust companies and certain other

organizations, and may include the underwriters or their affiliates. Non-participants in Euroclear may hold and

transfer beneficial interests in a global security through accounts with a Euroclear Participant or any other securities

S-34

intermediary that holds a book-entry interest in a global security through one or more securities intermediaries

standing between such other securities intermediary and Euroclear.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and

Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and

applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of

securities and cash within Euroclear, withdrawals of securities and cash from Euroclear and receipts of payments

with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of

specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and

Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding

through Euroclear Participants.

Distributions with respect to Notes held beneficially through Euroclear will be credited to the cash accounts of

Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. depositary

for Euroclear.

Transfers between Euroclear Participants and Clearstream Participants will be effected in the ordinary way in

accordance with their respective rules and operating procedures.

Cross-market transfers between DTC’s participating organizations (“DTC Participants”), on the one hand, and

Euroclear Participants or Clearstream Participants, on the other hand, will be effected through DTC in accordance

with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its U.S. depositary; however, such

cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by

the counterparty in such system in accordance with the rules and procedures and within the established deadlines

(European time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its

settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its

behalf by delivering or receiving interests in the global security in DTC, and making or receiving payment in

accordance with normal procedures for same-day fund settlement applicable to DTC. Euroclear Participants and

Clearstream Participants may not deliver instructions directly to their respective U.S. depositaries.

Due to time zone differences, the securities accounts of a Euroclear Participant or Clearstream Participant

purchasing an interest in a global security from a DTC Participant in DTC will be credited, and any such crediting

will be reported to the relevant Euroclear Participant or Clearstream Participant, during the securities settlement

processing day (which must be a business day for Euroclear or Clearstream) immediately following the settlement

date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in a global security related to

the Notes by or through a Euroclear Participant or Clearstream Participant to a DTC Participant will be received

with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash

account only as of the business day for Euroclear or Clearstream following the DTC’s settlement date.

The information in this section concerning Euroclear and Clearstream and their book-entry systems has been

obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of that

information.

None of us, any of the underwriters or the trustee will have any responsibility for the performance by Euroclear

or Clearstream or their respective participants of their respective obligations under the rules and procedures

governing their operations.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate

transfers of securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to

perform or continue to perform such procedures and they may discontinue the procedures at any time.

S-35

MATERIALUNITEDSTATESFEDERALINCOME TAXCONSEQUENCES

This section describes the material United States federal income tax consequences of owning the Notes we are

offering. It applies to you only if you acquire Notes in the initial offering at the offering price and you hold your

Notes as capital assets for tax purposes. This section addresses only United States federal income taxation and does

not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances,

including foreign, state or local tax consequences, and tax consequences arising under any alternative minimum tax

or the Medicare contribution tax on net investment income. This section does not apply to you if you are a member

of a class of holders subject to special rules, such as:

•a dealerin securities,

•a traderin securitiesthatelectsto use a mark-to-marketmethodof accountingforyour securities

holdings,

•a bank,

•an insurancecompany,

•a tax-exemptorganization,

•a personthatowns Notes thatarea hedge or thatarehedged againstinterestraterisks,

•a personthatowns Notes as partof a straddleor conversiontransactionfortaxpurposes,

•a personthatpurchasesor sellsNotes as partof a wash salefortaxpurposes,or

•a UnitedStatesholder(asdefinedbelow)whose functionalcurrencyfortaxpurposesisnot theUnited

Statesdollar.

This section is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history,

existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect.

These authorities are subject to change, possibly on a retroactive basis.

If an entity or arrangement that is treated as a partnership for United States federal income tax purposes holds

the Notes, the United States federal income tax treatment of a partner will generally depend on the status of the

partner and the tax treatment of the partnership. A partner in a partnership holding the Notes should consult its tax

advisor with regard to the United States federal income tax treatment of an investment in the Notes.

Please consult your own tax advisor concerning the consequences of owning these Notes in your particular

circumstances under the Code and the laws of any other taxing jurisdiction.

United StatesHolders

This subsection describes the tax consequences to a United States holder. You are a United States holder if you

are a beneficial owner of a Note and you are for United States federal income tax purposes:

•a citizenor individualresidentof theUnitedStates,

•a domesticcorporation,

•an estatewhose incomeissubjectto UnitedStatesfederalincometaxregardlessof itssource,or

•a trust(A) ifa UnitedStatescourtcan exerciseprimarysupervisionoverthetrust’sadministrationand

one or moreUnitedStatespersonsareauthorizedto controlallsubstantialdecisionsof thetrustor

(B) thathas a validelectionin effectunderapplicableU.S.TreasuryRegulationsto be treatedas a U.S.

person.

If you are not a United States holder, this subsection does not apply to you and you should refer to “Non-United

States Holders” below.

S-36

Payments of Interest. You will be taxed on interest on your Note as ordinary income at the time you actually or

constructively receive the interest or when it accrues, depending on your method of accounting for tax purposes. It

is expected, and this discussion assumes, that the Notes will be issued without original issue discount (“OID”) for

U.S. federal income tax purposes. In general, however, if the Notes are issued with OID at or above a de minimis

threshold, you will be required to include OID in gross income, as ordinary income, under a “constant-yield

method” before the receipt of cash attributable to such income, regardless of your regular method of accounting for

U.S. federal income tax purposes.

Purchase, Sale and Retirement of the Notes. Your tax basis in your Note generally will be its cost. You will

generally recognize capital gain or loss on the sale or retirement of your Note equal to the difference between the

amount you realize on the sale or retirement, excluding any amounts attributable to accrued but unpaid interest

(which will be treated as interest payments), and your tax basis in your Note. Capital gain of a non-corporate United

States holder is generally taxed at preferential rates where the property is held for more than one year. The

deduction of capital losses is subject to limitations.

Non-United StatesHolders

This subsection describes the tax consequences to a non-United States holder. You are a non-United States

holder if you are the beneficial owner of a Note and are, for United States federal income tax purposes:

•a non-residentalienindividual,

•a foreigncorporation,or

•an estateor trustthatin eithercaseisnot subjectto UnitedStatesfederalincometaxon a netincome

basison incomeor gainfroma Note.

If you are a United States holder, this subsection does not apply to you.

Payments of Interest. Subject to the discussions bellow under “FATCA withholding” and “Backup Withholding

and Information Reporting”, interest on a Note that is not effectively connected with your conduct of a trade or

business in the United States will generally be exempt from United States federal income and withholding tax under

the “portfolio interest exemption,” provided that (i) you do not, actually or constructively, own stock possessing

10% or more of the total voting power of our outstanding stock, (ii) you are not a controlled foreign corporation that

is related to us, actually or constructively and (iii) either (a) you provide to the applicable withholding agent an IRS

Form W-8BEN or W-8BEN-E (or other applicable form), signed under penalties of perjury, that includes your name

and address and that certifies your non-United States status in compliance with applicable law and regulations, or

(b) a securities clearing organization, bank or other financial institution that holds customers’ securities in the

ordinary course of its trade or business provides a statement to the applicable withholding agent under penalties of

perjury on which it certifies that an applicable IRS Form W-8BEN or W-8BEN-E (or other applicable form) has

been received by it from you or a qualifying intermediary and furnishes a copy to the applicable withholding agent.

This certification requirement may be satisfied with other documentary evidence in the case of a Note held in an

offshore account or through certain foreign intermediaries. The applicable withholding agent for purposes of the

certification requirement described above is generally the last U.S. payor (or a non-U.S. payor that is a qualified

intermediary or a U.S. branch of a foreign person) in the chain of payment before payment to you.

If you cannot satisfy the requirements of the portfolio interest exemption described above, payments of interest

on the Notes made to you generally will be subject to United States federal withholding tax at the rate of 30%,

unless either (i) you provide your withholding agent with a properly executed IRS Form W-8BEN or W-8BEN-E

establishing an exemption from or reduction of withholding under the benefit of an applicable income tax treaty; or

(ii) the interest is effectively connected with your conduct of a trade or business in the United States and you satisfy

the certification requirements described below.

S-37

If you are engaged in a trade or business in the United States and the interest on the Notes is effectively

connected with the conduct of that trade or business, you will be subject to United States federal income tax on such

interest on a net income basis in generally the same manner as a United States holder, unless an applicable income

tax treaty provides otherwise. Unless exempt from net income tax under an applicable income tax treaty, effectively

connected interest income generally will not be subject to United States federal withholding tax if you satisfy certain

certification requirements by providing the applicable withholding agent with a properly executed IRS Form

W-8ECI or applicable successor form. If you are a non-United States holder that is treated as a foreign corporation

for United States federal income tax purposes, you may be subject to a branch profits tax at a 30% rate (or lower

applicable treaty rate) on your effectively connected earnings and profits, subject to adjustments.

Purchase, Sale and Retirement of the Notes. Subject to the discussion below under “Backup Withholding and

Information Reporting,” you generally will not be subject to United States federal income or withholding tax on any

gain realized on a sale, exchange, redemption, retirement or other taxable disposition of a Note unless:

•you arean individualwho ispresentin theUnitedStatesfor183 days or morein thetaxableyearof the

dispositionand certainotherconditionsaremet;or

•thegainiseffectivelyconnectedwith your conductof a tradeor businessin theUnitedStates.

If you are described in the first bullet point above, you generally will be subject to United States federal income

tax at a flat rate of 30% (unless a lower treaty rate applies) on your gain from the disposition, which may be offset

by certain United States-source capital losses. If you are described in the second bullet point above, you will be

subject to United States federal income tax on such gain on a net income basis in generally the same manner as a

United States holder, unless an applicable income tax treaty provides otherwise. If you are a non-United States

holder that is treated as a foreign corporation for United States federal income tax purposes, you may also be subject

to a branch profits tax at a 30% rate (or lower applicable treaty rate) on your effectively connected earnings and

profits, subject to adjustments.

FATCAWithholding

Pursuant to sections 1471 through 1474 of the Code, commonly known as the Foreign Account Tax

Compliance Act (“FATCA”), a 30% withholding tax (“FATCA withholding”) may be imposed on certain payments

to you or to certain foreign financial institutions, investment funds and other non-United States persons receiving

payments on your behalf if you or such persons fail to comply with certain information reporting requirements.

Payments of interest that you receive in respect of the Notes could be affected by this withholding if you are subject

to the FATCA information reporting requirements and fail to comply with them or if you hold Notes through a non-

United States person (e.g., a foreign bank or broker) that fails to comply with these requirements (even if payments

to you would not otherwise have been subject to FATCA withholding). These requirements may be modified by the

adoption or implementation of an intergovernmental agreement between the United States and another country or by

future U.S. Treasury Regulations. Documentation that you provide in order to be treated as FATCA compliant may

be reported to the IRS and other tax authorities including information about a holder’s identity, its FATCA status,

and if applicable, its direct and indirect U.S. owners. You should consult your own tax advisors regarding the

relevant U.S. law and other official guidance on FATCA withholding.

BackupWithholdingand InformationReporting

In general, if you are a United States holder, the applicable withholding agent will be required to report to the

IRS all payments of principal, premium, if any, and interest on your Note (unless you are an exempt recipient). In

addition, the applicable withholding agent will be required to report to the IRS any payment of proceeds from the

disposition of a Note by you before maturity within the United States (unless you are an exempt recipient).

Additionally, backup withholding may apply to any such payments if you fail to provide an accurate taxpayer

identification number, or (in the case of interest payments) you are notified by the IRS that you have failed to report

all interest and dividends required to be shown on your United States federal income tax returns.

S-38

If you are a Non-United States holder, you are generally exempt from backup withholding and information

reporting requirements with respect to payments of principal and interest made to you outside the United States by

us or another non-United States payor. You are also generally exempt from backup withholding and information

reporting requirements in respect of payments of principal and interest made within the United States and the

payment of the proceeds from the sale of a Note effected at a United States office of a broker, as long as either (i)

you have furnished a valid IRS Form W-8 or other documentation upon which the payor or broker may rely to treat

the payments as made to a non-United States person, or (ii) you otherwise establish an exemption.

Payment of the proceeds from the sale of a Note effected at a foreign office of a broker generally will not be

subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker

could be subject to information reporting in the same manner as a sale within the United States (and in certain cases

may be subject to backup withholding as well) if (i) the broker has certain connections to the United States, (ii) the

proceeds or confirmation are sent to the United States or (iii) the sale has certain other specified connections with

the United States.

You generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed

your income tax liability by filing a refund claim with the IRS.

S-39

CERTAINERISACONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of our Notes by employee

benefit plans (as defined in Section 3(3) of ERISA) that are subject to Title I of the U.S. Employee Retirement

Income Security Act of 1974, as amended (“ERISA”), plans described in Section 4975 of the Code, including

individual retirement accounts (each, an “IRA”) or Keogh Plans, plans subject to any other federal, state, local,

non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA (collectively,

“Similar Laws”), and entities whose underlying assets are considered to be “plan assets” of any such plan, account

or arrangement.

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA

or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA

Plan and its fiduciaries or other interested parties. A fiduciary of a Plan should consider the fiduciary standards of

ERISA or other applicable Similar Laws in the context of the Plan’s particular circumstances before authorizing an

investment in our Notes. Among other factors, the fiduciary should consider whether the investment would satisfy

the prudence and diversification requirements of ERISA, if applicable, and any applicable Similar Laws and would

be consistent with the documents and instruments governing the Plan, and whether the investment would involve a

prohibited transaction under ERISA, the Code or any applicable Similar Laws.

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans, as well as IRAs or Keogh Plans

(“Plans”), from engaging in certain transactions involving “plan assets” with persons who are “parties in interest”

under ERISA or “disqualified persons” under the Code with respect to the Plan, unless an exemption is available. A

party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise

taxes and other penalties and liabilities under ERISA or Section 4975 of the Code for those persons, unless

exemptive relief is available under an applicable statutory, regulatory or administrative exemption. In addition, the

fiduciary of the Plan that engaged in such non-exempt prohibited transaction may be subject to penalties under

ERISA and the Code. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA),

certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of

ERISA) (“Non-ERISA Arrangements”) are not subject to the requirements of Section 406 of ERISA or Section

4975 of the Code, but may be subject to Similar Laws.

The acquisition or holding of our Notes by an Plan or any entity whose underlying assets include “plan assets”

by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) with respect to which we, the underwriters,

dealers or agents or any of our or their respective affiliates is a party in interest or disqualified person may result in a

prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, unless our Notes are acquired and

held (and to the extent applicable, disposed of) pursuant to an applicable statutory, class or prohibited transaction

exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or

“PTCEs,” that may provide exemptive relief if required for direct or indirect prohibited transactions that may arise

from the purchase or holding of our Notes. These exemptions include PTCE 84-14 (for certain transactions

determined by independent qualified professional asset managers), PTCE 90-1 (for certain transactions involving

insurance company pooled separate accounts), PTCE 91-38 (for certain transactions involving bank collective

investment funds), PTCE 95-60 (for transactions involving certain insurance company general accounts), and PTCE

96-23 (for transactions managed by in-house asset managers). In addition, Section 408(b)(17) of ERISA and Section

4975(d)(20) of the Code provide an exemption for the purchase and sale of certain securities like our Notes,

provided that neither we nor any of our affiliates (directly or indirectly) have or exercise any discretionary authority

or control or render any investment advice with respect to the assets of the Plan involved in the transaction, and

provided further that the Plan pays no more than, and receives no less than “adequate consideration” in connection

with the transaction. There can be no assurance that all of the conditions of any such exemptions will be satisfied.

Because of the foregoing, our Notes should not be acquired or held by any person investing “plan assets” of any

Plan, unless such acquisition and holding will not constitute (i) a non-exempt prohibited transaction under ERISA or

Section 4975 of the Code or (ii) a similar violation of any applicable Similar Laws for which there is no applicable

statutory, regulatory or administrative exemption.

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Any purchaser, holder or subsequent transferee of our Notes or any interest therein will be deemed to have

represented by its purchase and holding of our Notes or any interest therein that either (1) it is not a Plan, a Plan

Asset Entity or a Non-ERISA Arrangement and is not purchasing our Notes on behalf of or with the assets of any

Plan, Plan Asset Entity or Non-ERISA Arrangement or (2) the purchase and holding of our Notes will not constitute

or result in a non-exempt prohibited transaction under ERISA or the Code or a similar violation under any

applicable Similar Laws. Neither this discussion nor anything in this prospectus supplement is or is intended to be

investment advice directed at any potential purchaser that is a Plan, Plan Asset Entity, or Non-ERISA Arrangement,

or at such purchasers and holders generally, and such purchasers and holders should consult and rely on their

counsel and advisors as to whether an investment in our Notes is suitable and consistent with ERISA, the Code and

any Similar Laws, as applicable.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of

these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is

important that fiduciaries or other persons considering purchasing our Notes on behalf of or with the assets of any

Plan, Plan Asset Entity or Non-ERISA Arrangement consult with their counsel regarding the potential applicability

of ERISA and Section 4975 of the Code and the availability of exemptive relief under any of the PTCEs described

above, or the potential consequences of any purchase under Similar Laws, as applicable. The acquisition, holding

and, to the extent relevant, disposition of our Notes by or to a Plan, Plan Asset Entity or Non-ERISA Arrangement

is in no respect a representation by us, the underwriters, dealers or agents or any of our or their affiliates or

representatives that such an investment meets all relevant legal requirements with respect to investments by any

such Plan, Plan Asset Entity or Non-ERISA Arrangement generally or any particular Plan, Plan Asset Entity or

Non-ERISA Arrangement or that such investment is appropriate for any such Plan, Plan Asset Entity or Non-ERISA

Arrangement generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement.

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UNDERWRITING(CONFLICTSOF INTEREST)

We are offering the Notes described in this prospectus supplement through a number of underwriters. We have

entered into an underwriting agreement with the underwriters listed below for whom Barclays Capital Inc.,

Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC and Regions Securities LLC 

are acting as representatives of the several underwriters named in Schedule I thereto. Subject to the terms and

conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has

severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth

on the cover page of this prospectus supplement, the principal amount of Notes listed next to its name below:

Underwriters	Principal Amount of Notes
Barclays Capital Inc.	$
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
UBS Securities LLC
Regions Securities LLC
Total	$

The underwriting agreement provides that the underwriters are obligated to purchase all of the Notes if any are

purchased.

The underwriters propose to offer the Notes initially at the public offering price on the cover page of this

prospectus supplement and to selling group members at that price less a selling concession of        % of the principal

amount of the Notes. The underwriters and the selling group members may allow a discount of      % of the

principal amount of the Notes on sales to other brokers/dealers. After the initial offering of the Notes, the price to

public and other selling terms may from time to time be varied by the underwriters. The offering of the Notes by the

underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject, cancel or modify

any order in whole or in part.

The aggregate proceeds to us are set forth on the cover page of this prospectus supplement before deducting our

expenses in offering the Notes. We estimate that we will spend approximately $      for expenses, excluding the

underwriting discount, allocable to the offering.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the

Securities Act of 1933, or to contribute to payments that the underwriters may be required to make in respect

thereof.

The underwriters have informed us that they expect that delivery of the Notes will be made against payment

therefor on or about the date specified on the cover page of this prospectus supplement, which will be the           

business day following the date of pricing of the Notes (this settlement cycle being referred to as “T+      ”). Under

Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business

day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade

Notes on the date of this prospectus supplement or the next          business days will be required, by virtue of the fact

that the Notes initially will settle in T+        to specify an alternate settlement cycle at the time of any such trade to

prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisor.

The Notes are new issues of securities with no established trading market. One or more underwriters have

indicated that they intend to make a secondary market for the Notes. However, they are not obligated to do so and

may discontinue making a secondary market for the Notes at any time without notice. No assurance can be given as

to how liquid the trading market for the Notes will be.

In connection with the offering, the underwriters may engage in transactions that stabilize the market price of

the Notes. Such transactions consist of bids or purchases to peg, fix or maintain the price of the Notes. If the

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underwriters create a short position in the Notes in connection with the offering, i.e., if they sell more Notes than are

listed on the cover page of this prospectus supplement, the underwriters may reduce that short position by

purchasing Notes in the open market. Purchases of a security to stabilize the price or to reduce a short position may

cause the price of the security to be higher than it might be in the absence of these purchases.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the

underwriters a portion of the underwriting discount received by it because the representatives have repurchased

notes sold by or for the account of such underwriter in stabilizing or short covering transactions.

Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any

effect that the transactions described above may have on the price of the Notes. In addition, neither we nor the

underwriters make any representation that the underwriters will engage in these transactions or that these

transactions, once commenced, will not be discontinued without notice.

OtherRelationships

The underwriters and their respective affiliates are full service financial institutions engaged in various

activities, which may include securities trading, commercial and investment banking, financial advisory, investment

management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the

underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services

to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive

customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates,

officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade

securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their

own account and for the accounts of their customers, and such investment and trading activities may involve or

relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or

otherwise) and/or persons and entities with relationships with the issuer. If any of the underwriters or their affiliates

have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other

of those underwriters may hedge, their credit exposure to us consistent with their customary risk management

policies.

Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which

consist of either the purchase of credit default swaps or the creation of short positions in our securities, including

potentially the Notes offered hereby. The underwriters and their respective affiliates may also communicate

independent investment recommendations, market color or trading ideas and/or publish or express independent

research views in respect of such assets, securities or instruments and may at any time hold, or recommend.

Conflictsof Interest

Regions Securities LLC, our subsidiary, is participating in this offering of Notes as an underwriter.

Accordingly, this offering is being conducted in compliance with the provisions of FINRA Rule 5121. Regions

Securities LLC is not permitted to sell the Notes in this offering to an account over which it exercises discretionary

authority without the prior specific written approval of the customer to which the account relates.

In the future, Regions Securities LLC or our other affiliates may repurchase and resell the Notes in market-

making transactions, with resales being made at prices related to prevailing market prices at the time of the resale or

at negotiated prices.

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SellingRestrictions

Canada

The Notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that

are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of

the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration

Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in

accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable

securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for

rescission or damages if this prospectus supplement and the accompanying prospectus (including any amendment

thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the

purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The

purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or

territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters

are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest

in connection with this offering.

Prohibitionof Salesto EEARetailInvestors

In relation to each member state of the European Economic Area (“EEA”), no Notes have been offered, sold or

otherwise made available or will be offered, sold or otherwise made available to any retail investor in the EEA. For

the purposes of this provision:

(a)  theexpression“retailinvestor”meansa personwho isone (ormore)of thefollowing:

(i)a retailclientas definedin point(11)of Article4(1)of Directive2014/65/EU (asamended,

“MiFIDII”);or

(ii)  a customerwithinthemeaningof theDirective(EU) 2016/97 (asamended,the“Insurance

DistributionDirective”,where thatcustomerwould not qualifyas a professionalclientas defined

in point(10)of Article4(1)of MiFID II;or

(iii)not a qualifiedinvestoras definedin Regulation(EU) 2017/1129 (the“ProspectusRegulation”);

and

(b)  theexpression“offer”includesthecommunicationin any formand by any meansof sufficient

informationon thetermsof theofferand theNotes to be offeredso as to enablean investorto decideto

purchaseor subscribefortheNotes.

Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the

“PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the

EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail

investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement and the

accompanying prospectus have been prepared on the basis that any offer of the Notes in any Member State of the

EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a

prospectus or supplement a prospectus for offers of the Notes. This prospectus supplement and the accompanying

prospectus are not a prospectus for the purposes of the Prospectus Regulation.

Prohibitionof Salesto United Kingdom RetailInvestors

In relation to the United Kingdom (“UK”), no Notes have been offered, sold or otherwise made available or

will be offered, sold or otherwise made available to any retail investor in the UK. For the purposes of this provision:

S-44

(a)  theexpression“retailinvestor”meansa personwho isone (ormore)of thefollowing:

(i)a retailclientas definedin point(8)of Article2 of Regulation(EU) No 2017/565 as itformspart

of domesticlaw by virtueof theEuropeanUnion (Withdrawal)Act 2018 (asamended,the

“EUWA”); or

(ii)  a customerwithinthemeaningof theFinancialServicesand MarketsAct 2000 (asamended,the

“FSMA”) and any rulesor regulationsmadeundertheFSMAto implementtheInsurance

DistributionDirective,where thatcustomerwould not qualifyas a professionalclient,as defined

in point(8)of Article2(1)of Regulation(EU) No 600/2014 as itformspartof domesticlaw by

virtueof theEUWA; or

(iii)  not a qualifiedinvestoras definedin ProspectusRegulationas itformspartof domesticlaw by

virtueof theEUWA(the“UKProspectusRegulation”);and

(b)  theexpression“offer”includesthecommunicationin any formand by any meansof sufficient

informationon thetermsof theofferand theNotes to be offeredso as to enablean investorto decideto

purchaseor subscribefortheNotes.

Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law

by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them

available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise

making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This

prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of the Notes

in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to

publish a prospectus or supplement a prospectus for offers of the Notes. This prospectus supplement and the

accompanying prospectus are not a prospectus for the purposes of the UK Prospectus Regulation.

In the UK, this prospectus supplement and the accompanying prospectus are only being distributed to, and are

only directed at persons (a) who are “qualified investors” (as defined in the UK Prospectus Regulation), (b) who

have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services

and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (c) who are high net worth companies (or

persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all

such persons together being referred to as “relevant persons”). Accordingly, such documents and/or materials are

not being distributed to, and must not be passed on to, the general public in the UK. This prospectus supplement and

the accompanying prospectus must not be acted on or relied on in the UK by persons who are not relevant persons.

In the UK, any investment or investment activity to which this prospectus supplement and the accompanying

prospectus relates is only available to, and will be engaged in with, relevant persons only.

Each underwriter has represented and agreed that:

(a)  ithas only communicatedor causedto be communicatedand willonly communicateor causeto be

communicatedan invitationor inducementto engagein investmentactivity(withinthemeaningof

Section21 of theFSMA) receivedby itin connectionwith theissueor saleof theNotes which arethe

subjectof theofferingcontemplatedby thisprospectussupplementand theaccompanyingprospectus

in circumstancesin which Section21(1)of theFSMAdoes not applyto us;and

(b)  ithas compliedand willcomplywith allapplicableprovisionsof theFSMAwith respectto anything

done by itin relationto theNotes in, fromor otherwiseinvolvingtheUK.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan

(Act No. 25 of 1948 as amended, the “FIEA”). Each underwriter has represented and agreed that it has not offered

or sold, and will not offer or sell, any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident

of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No.

228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the

S-45

benefit of, a resident of Japan, except in each case pursuant to an exemption from the registration requirements of,

and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of

Japan.

Hong Kong

The Notes (i) have not been offered or sold and will not be offered or sold in Hong Kong, by means of any

document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of

the laws of Hong Kong) (the “SFO”) and any rules made thereunder; or (b) in other circumstances which do not

result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous

Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “CO”) or which do not constitute an offer to the

public within the meaning of the CO; and (ii) has not issued or had in its possession for the purposes of issue, and

will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any

advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely

to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong

Kong) other than with respect to the Notes which are or are intended to be disposed of only to persons outside Hong

Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

Singapore

This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the

Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection

with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed,

nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether

directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of

the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant

to Section 274 of the SFA, (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in

accordance with the conditions specified in Section 275 of the SFA.

Singapore SFA Product Classification – Solely for the purposes of its obligations pursuant to sections 309B of

the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 (“CMP”), the Issuer has

determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the senior

notes are “prescribed capital markets products” (as defined in the CMP) and Excluded Investment Products (as

defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice

on Recommendations on Investment Products).

Switzerland

This prospectus supplement is not intended to constitute an offer or solicitation to purchase or invest in the

Notes. The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss

Financial Services Act (“FinSA”) and no application has or will be made to admit the Notes to trading on any

trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus supplement nor any

other offering or marketing material relating to the Notes constitutes a prospectus pursuant to the FinSA, and neither

this prospectus supplement nor any other offering or marketing material relating to the Notes may be publicly

distributed or otherwise made publicly available in Switzerland.

S-46

VALIDITYOF THE NOTES

The validity of the Notes offered hereby will be passed upon for Regions by Sullivan & Cromwell LLP, New

York, New York, and certain legal matters will be passed upon on behalf of Regions by Andrew S. Nix, Regions’

Executive Vice President, Assistant Corporate Secretary, Chief Governance Officer and Deputy General Counsel.

The validity of the Notes offered hereby will be passed upon for the underwriters by Cleary Gottlieb Steen &

Hamilton LLP, New York, New York. Sullivan & Cromwell LLP has performed, and may in the future perform,

legal services for Regions and its affiliates.

EXPERTS

The consolidated financial statements of Regions Financial Corporation appearing in Regions Financial

Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2023, and the effectiveness of Regions

Financial Corporation’s internal control over financial reporting as of December 31, 2023, have been audited by

Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included

therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by

reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

PROSPECTUS

REGIONS FINANCIAL CORPORATION

SeniorDebtSecurities

SubordinatedDebtSecurities

Preferred Stock

DepositaryShares

Common Stock

Warrants

Stock Purchase Contracts

Units

The securities listed above may be offeredby us and/or may be offeredand sold,from time to time,by one or

more selling security holders to be identified in the future. We will provide the specific terms of these securities in

supplementstothisprospectus.Youshouldread thisprospectus andtheapplicable prospectus supplementcarefully

beforeyou invest in the securities describedin the applicable prospectus supplement. Our common stock, depositary

shares representing a 1/40th interest in a share of our 6.375% Non-Cumulative Perpetual PreferredStock,Series B,

depositary shares representing a 1/40thinterest in a share of our 5.700% Non-Cumulative Perpetual PreferredStock,

Series C and depositary shares representing a 1/40thinterest in a share of our 4.45% Non-Cumulative Perpetual

PreferredStock,Series E, are listed on The New York Stock Exchange and trade under the ticker symbols“RF”,

“RFPrB”,RFPrCand “RFPrE”,respectively.

We may offer and sell these securities to or through one or more underwriters, dealers and agents, directly to

purchasersor through a combination of these methods, on a continuous or delayed basis from time to time. Regions

Securities LLC (“Regions Securities”) is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and

may participate in distributions of the securities referredto above. Accordingly, becauseRegions Securities has a

conflict of interest pursuant to FINRA Rule 5121, such participation in the offerings of such securities will conform

with the requirements addressing conflicts of interest when distributingthe securities of an affiliate set forth in FINRA

Rule5121.

This prospectus may not be used to sell securities unless accompaniedby the applicable prospectus supplement.

Unless the context requires otherwise, referencesto “we,” “us,” “our,” “Regions” or similar terms are to Regions

Financial Corporation and its subsidiaries.

Investing in the securities involves certain risks. See “Risk Factors” beginning on page 2

ofthisprospectusandcontainedinourannualreportonForm10-Kfortheyearended

December 31, 2021, which is incorporated herein by reference, as well as any risk factors

includedin,orincorporatedbyreferenceinto,theapplicableprospectussupplement,toread

about factors you should consider before buying any securities issued by us.

THESECURITIESWILLBEEQUITYSECURITIESIN OR UNSECURED OBLIGATIONSOFTHE

COMPANY AND WILLNOTBESAVINGSACCOUNTS,DEPOSITSOR OTHEROBLIGATIONSOFANY

BANKORNONBANKSUBSIDIARYOFTHECOMPANY ANDARENOTINSUREDBYTHEFEDERAL

DEPOSITINSURANCE CORPORATION,THEDEPOSITINSURANCE FUND ORANY OTHER

GOVERNMENTALAGENCY.THEDEBTSECURITIESARENOTBANKDEPOSITSANDARENOT

INSUREDBYTHEFEDERALDEPOSITINSURANCECORPORATIONORANYOTHER

GOVERNMENTALAGENCY,NORARETHEYOBLIGATIONSOF,ORGUARANTEEDBY,ABANK.

NEITHERTHESECURITIESAND EXCHANGECOMMISSION,ANY STATESECURITIES

COMMISSION,THEFEDERALDEPOSITINSURANCE CORPORATION,THEBOARDOFGOVERNORS

OFTHEFEDERALRESERVESYSTEMNORANY OTHERREGULATORYBODYHASAPPROVED OR

DISAPPROVEDOFTHESESECURITIESORPASSEDUPONTHEADEQUACYORACCURACYOF

THISPROSPECTUS.ANY REPRESENTATIONTOTHECONTRARY ISACRIMINAL OFFENSE.

ProspectusdatedFebruary24, 2022

TABLEOF CONTENTS

Page

About This Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

WhereYou Can FindMoreInformation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Incorporationof CertainInformationby Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

ValidityoftheSecurities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

WEARERESPONSIBLEFORTHEINFORMATIONCONTAINEDANDINCORPORATEDBY

REFERENCEIN THISPROSPECTUSANDANYACCOMPANYINGPROSPECTUSSUPPLEMENT,AND

IN ANYFREE WRITING PROSPECTUSTHATWE PREPARE.WE HAVENOT AUTHORIZEDANYONE

TOGIVEYOUANYOTHERINFORMATION,ANDWE TAKENORESPONSIBILITYFOR,ANDCAN

PROVIDENOASSURANCEASTOTHERELIABILITYOF,ANYOTHERINFORMATIONTHAT

OTHERSMAYGIVEYOU.THISPROSPECTUS,ANYACCOMPANYINGPROSPECTUSSUPPLEMENT

ANDANYSUCHFREEWRITINGPROSPECTUSMAYBEUSEDONLYFORTHEPURPOSESFOR

WHICHTHEYHAVEBEENPREPARED.YOUSHOULDNOTASSUMETHATTHEINFORMATION

CONTAINEDOR INCORPORATEDBY REFERENCEIN THIS PROSPECTUSIS ACCURATEAS OF ANY

DATEOTHERTHANTHEDATEOFTHISPROSPECTUSORTHEDATEOFTHERELEVANT

INCORPORATEDDOCUMENT,ASAPPLICABLE.THEFINANCIALCONDITION,RESULTSOF

OPERATIONSORBUSINESSPROSPECTSOFTHECOMPANYMAYHAVECHANGEDSINCETHOSE

DATES.WE ARENOTMAKINGANOFFEROFTHESESECURITIESIN ANYJURISDICTIONWHERE

THEOFFERISNOTPERMITTED.

ABOUTTHIS PROSPECTUS

ThisprospectusispartofaregistrationstatementthatwefiledwiththeSecuritiesandExchange

Commission(“SEC”)usinga“shelf”registrationprocess.Underthisshelfregistrationstatement,wemayoffer

andsellfromtimetotimeanycombinationofthesecuritiesdescribedinthisprospectusinoneormoreofferings.

Thedebtsecurities,preferredstock,warrants,stockpurchasecontractsandunitsmaybeconvertibleintoor

exercisableorexchangeableforcommonorpreferredstockorothersecuritiesissuedbyusordebtorequity

securitiesissuedbyoneormoreotherentities.Thisprospectusprovidesyouwithageneraldescriptionofthe

securitieswe or any sellingsecurityholders to be named in a prospectussupplementmay offer.

Eachtimeweofferandsellsecurities,wewillprovideaprospectussupplementthatwillcontainspecific

informationaboutthetermsofthatoffering.Theprospectussupplementmayalsoadd,updateorchange

informationcontainedinthisprospectus.You shouldreadthisprospectusandtheapplicableprospectus

supplementtogetherwith the additionalinformationdescribedunder the heading “Where You Can Find More

Information.”Wemayalsopreparefreewritingprospectusesthatdescribeparticularsecurities.Any freewriting

prospectusshouldalsobereadinconnectionwiththisprospectusandwithanyprospectussupplementreferredto

therein.Forpurposesofthisprospectus,anyreferencetoanapplicableprospectussupplementmayalsorefertoa

freewritingprospectus,unlessthecontextotherwiserequires.

Theregistrationstatementthatcontainsthisprospectus,includingtheexhibitstotheregistrationstatement,

containsadditionalinformationaboutusandthesecuritiesofferedunderthisprospectus.Theregistration

statementcan be read at the SECweb site mentionedunder the heading “Where You Can Find More

Information.”

The distributionof this prospectusand any applicableprospectussupplementand the offeringof the

securitiesin certainjurisdictionsmay be restrictedby law. Persons into whose possessionthis prospectusand any

applicableprospectussupplementcomeshouldinformthemselvesaboutandobserveanysuchrestrictions.This

prospectusand any applicableprospectussupplementdo not constitute,and may not be used in connectionwith,

an offer or solicitationby anyone in any jurisdictionin which such offer or solicitationis not authorizedor in

which the person making such offer or solicitationis not qualifiedto do so or to any person to whom it is

unlawfultomakesuchofferorsolicitation.

WHEREYOUCANFINDMOREINFORMATION

Wefileannual,quarterlyandcurrentreports,proxystatementsandotherinformationwiththeSEC.Our

SECfilingsareavailabletothepublicattheSEC’swebsiteathttp://www.sec.gov.

We have filed with the SECa registrationstatementon Form S-3 relatingto the securitiescovered by this

prospectus.Thisprospectusisapartoftheregistrationstatementanddoesnotcontainalloftheinformationin

theregistrationstatement.Wheneverareferenceismadeinthisprospectustoacontractorotherdocumentof

ours,pleasebeawarethatthereferenceisonlyasummaryandthatyoushouldrefertotheexhibitsthatareapart

of the registrationstatementfor a copy of the contractor other document.You may review a copy of the

registrationstatementthrough the SEC’s web site.

INCORPORATIONOF CERTAININFORMATIONBYREFERENCE

The SEC allows us to “incorporateby reference”into this prospectusthe informationin documentswe file

with the SEC,which means that we can discloseimportantinformationto you by referringyou to those

documents.The informationincorporatedby referenceis consideredto be a part of this prospectusand should be

readwiththesamecare.Whenweupdatetheinformationcontainedindocumentsthathavebeenincorporatedby

reference,by makingfuturefilingswith theSEC,theinformationincorporatedby referencein thisprospectusis

consideredtobeautomaticallyupdatedandsuperseded.Inotherwords,inallcases,ifyouareconsidering

whethertorelyoninformationcontainedinthisprospectusorinformationincorporatedbyreferenceintothis

prospectus,youshouldrelyontheinformationcontainedinthedocumentthatwasfiledlater.Weincorporateby

referencethe documentslistedbelow and any additionaldocumentswe filewith the SEC in the futureunder

Sections13(a),13(c),14,or15(d)oftheSecuritiesExchangeActof1934(the“ExchangeAct”)untilour

offeringiscompleted(otherthaninformationinsuchadditionaldocumentsthataredeemed,undertheExchange

Act, in accordancewith the Exchange Act and SECrules, not to have been filed):

•Annual Report on Form 10-K for the year ended December 31, 2021;

•Proxy Statementon Schedule 14A filedMarch 5, 2021; and

•The descriptionof our commonstock containedin our currentreporton Form 8-K filedon July 1, 2004

withtheSEC,includinganyamendmentorreportfiledforthepurposeofupdatingsuchdescription.

You may requesta copy of these filings(otherthan an exhibitto a filingunless that exhibitis specifically

incorporatedby referenceinto that filing)at no cost, by writingto or telephoningus at the followingaddress:

Regions FinancialCorporation

InvestorRelations

1900 Fifth Avenue North

Birmingham,Alabama35203

205-264-7040

THE COMPANY

Regions FinancialCorporationis a Delaware corporation(NYSE symbol:RF) and financialholding

companyheadquarteredinBirmingham,AlabamaoperatingintheSouth,MidwestandTexas.Inaddition,

Regions operatesseveralofficesdeliveringspecialtycapabilitiesin NewYork, WashingtonD.C.,Chicago and

otherlocationsnationwide.Regionsprovidesfinancialsolutionsfora wide rangeofclientsincludingretailand

mortgagebankingservices,commercialbankingservicesandwealthandinvestmentservices.Further,Regions

and itssubsidiariesdeliverspecialtycapabilitiesincludingmergerand acquisitionadvisoryservices,capital

marketsolutions,homeimprovementlendingandothers.Throughitssubsidiary,RegionsBank, Regions

operates1,302 banking officesand 2,068 ATMs (as of December31, 2021). At December31, 2021, Regions

had totalconsolidatedassetsofapproximately$162.9 billion,totalconsolidateddepositsofapproximately

$139.1 billionand totalconsolidatedshareholders’equity of approximately$18.3 billion.Additional

information about us and our subsidiariesis included in the documents incorporatedby referencein this

prospectusunder the heading“WhereYou CanFindMoreInformation.”

Regionsisaseparateanddistinctlegalentityfromourbankingandothersubsidiaries.Asignificantsource

offundstopaydividendsonourcommonandpreferredstockandserviceourdebtisdividendsfromour

subsidiaries.Variousfederalandstatestatutesandregulationslimittheamountofdividendsthatourbankingand

othersubsidiariesmaypaytouswithoutregulatoryapproval.

Our principalexecutiveofficesare locatedat 1900 Fifth Avenue North, Birmingham,Alabama35203, and

ourtelephonenumberatthataddressis(800)734-4667.

RISK FACTORS

Investingin securitiesissued by us involvescertainrisks.Before you investin any securitiesissued by us, in

additiontotheotherinformationincludedin,orincorporatedbyreferenceinto,thisprospectus,youshould

carefullyconsidertheriskfactorscontainedinItem1Aunderthecaption“RiskFactors”andelsewhereinour

annual reporton Form 10-K for the fiscalyear ended December31, 2021, which is incorporatedinto this

prospectusbyreference,asupdatedbyourannualorquarterlyreportsforsubsequentfiscalyearsorfiscal

quartersthat we filewith the SEC and that are so incorporated.See “Where You Can Find More Information”for

informationabouthowtoobtainacopyofthesedocuments.Youshouldalsocarefullyconsidertherisksand

otherinformationthatmaybecontainedin,orincorporatedbyreferenceinto,anyprospectussupplement

relating to specificofferingsof securities.

USEOF PROCEEDS

Weintendtousethenetproceedsfromthesalesofthesecuritiesinthemannerandforthepurposesset

forthintheapplicableprospectussupplement,whichmayincludegeneralcorporatepurposes.

VALIDITYOF THE SECURITIES

Unlessotherwiseindicatedintheapplicableprospectussupplement,thevalidityofthesecuritiesmaybe

passed upon for us by Andrew S. Nix, our Executive Vice Presidentand Chief Governance Officer,or such other

legalofficeraswe maydesignatefromtimetotime,and Sullivan& CromwellLLP, New York, New York.

Mr. Nix beneficiallyowns shares of our common stock and Sullivan & Cromwell LLP regularlyperformslegal

servicesforus.Certainlegalmatterswillbepasseduponforanyunderwritersbythecounseltosuch

underwritersspecifiedin theapplicableprospectussupplement.

EXPERTS

The consolidatedfinancialstatementsof Regions FinancialCorporationappearingin Regions Financial

Corporation’sAnnualReport(Form10-K)fortheyearendedDecember31,2021,andtheeffectivenessof

RegionsFinancialCorporation’sinternalcontroloverfinancialreportingasofDecember31,2021,havebeen

auditedbyErnst&YoungLLP,independentregisteredpublicaccountingfirm,assetforthintheirreports

thereonincludedtherein,and incorporatedhereinby reference.Such financialstatementsare,and audited

financialstatementstobeincludedinsubsequentlyfileddocumentswillbe,incorporatedhereininrelianceupon

the reportsof Ernst & Young LLP pertainingto such financialstatementsand the effectivenessof our internal

controloverfinancialreportingasoftherespectivedates(totheextentcoveredbyconsentsfiledwiththe

Securitiesand Exchange Commission)given on the authorityof such firmas experts in accountingand auditing.

$% Fixed Rate / FloatingRate Senior Notes due 20

September, 2024

Barclays

Citigroup

Deutsche Bank Securities

UBS Investment Bank

Regions Securities LLC