Terms

Series

4.45% Non-Cumulative Perpetual Preferred Stock, Series E

Liquidation Preference

$25.00

Coupon Rate

4.45%

Rate Type

Fixed

Annual Dividend

$1.11

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

June 15, 2026

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness And Other Non-Equity Claims, Any Future Senior Preferred Stock Expressly Designated As Senior; Pari Passu With: Series A Preferred Stock (6.375% Non-Cumulative Perpetual), Series B Preferred Stock (6.375% Fixed-To-Floating Non-Cumulative Perpetual), Series C Preferred Stock (5.700% Fixed-To-Floating Non-Cumulative Perpetual), Series D Preferred Stock (Non-Cumulative Perpetual); Senior To: Common Stock, Any Future Junior Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.025

Shares Offered

16,000,000

Prospectus Summary

Regions Financial Corporation is offering 16,000,000 depositary shares (NYSE: RFPrE), each representing a 1/40th interest in a share of its 4.45% Non-Cumulative Perpetual Preferred Stock, Series E. The liquidation preference is $1,000 per underlying preferred share (equivalent to $25 per depositary share), and dividends accrue at a fixed rate of 4.45% per annum, paid quarterly in arrears beginning September 15, 2021. Critically, dividends are non-cumulative: if the board does not declare a dividend for any quarter, that payment is permanently lost — there is no obligation to make it up in future periods, meaning income investors bear genuine interruption risk. The Series E Preferred Stock ranks senior to Regions' common stock and any future junior preferred, and pari passu with existing Series A, B, C, and D preferred stock. However, as equity of a bank holding company, these depositary shares are structurally subordinated to all debt at both the Regions Financial Corporation holding company level (approximately $2.9 billion in long-term debt) and to all liabilities of subsidiary Regions Bank (approximately $134.2 billion). Cash to pay preferred dividends must flow up from Regions Bank, which is subject to regulatory limitations on dividend payments to the parent. The issuer may also redeem the preferred stock in whole at any time following a 'regulatory capital treatment event' — meaning if regulators determine that these securities no longer qualify as Additional Tier 1 capital, Regions can call them at par regardless of prevailing interest rates. At the $25 offering price, the Series E yields approximately 4.45% annually, or roughly $0.278 per depositary share per quarter. Dividends are expected to qualify as ordinary dividends eligible for the 15%/20% qualified dividend income (QDI) rate for individual U.S. holders and for the 50% dividends-received deduction (DRD) for qualifying corporate holders, provided Regions has sufficient current or accumulated earnings and profits. Payment dates are March 15, June 15, September 15, and December 15 each year. The dividend stopper provision means that if Regions fails to pay full dividends on these shares for the most recently completed period, it is blocked from paying dividends on common stock or repurchasing junior or parity securities — providing some indirect protection to preferred holders, though missed payments themselves are not recoverable given the non-cumulative structure.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Regions has not paid full dividends on the Series E Preferred Stock for the most recently completed dividend period, it may not declare or pay dividends on common stock or any other junior securities, and may not repurchase or redeem common stock or parity preferred stock.

Other Preferreds from Regions Financial Corporation

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 50 (Average)