Terms

Series

Non-Cumulative Perpetual Preferred Stock, Series F

Liquidation Preference

$25.00

Coupon Rate

6.95%

Rate Type

Fixed To Floating

Annual Dividend

$1.74

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

September 15, 2029

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness, All Other Non-Equity Claims, Any Future Preferred Stock Expressly Designated As Senior; Pari Passu With: Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock; Senior To: Common Stock, All Other Preferred Stock Not Expressly Ranking Senior

Regulatory (Basel III) Call

Yes

Tax Classification

Ordinary

Depositary Share Fraction

0.025

Shares Offered

20,000,000

Prospectus Summary

Regions Financial Corporation is offering 20 million depositary shares (each representing 1/40th of an underlying Preferred Stock share) of its Non-Cumulative Perpetual Preferred Stock, Series F. Each depositary share has a liquidation preference of $25 (equivalent to $1,000 per underlying preferred share). The security carries a fixed coupon of 6.95% annually (paying quarterly dividends of approximately $0.43 per depositary share) through September 15, 2029, after which it converts to a floating-rate structure pegged to the five-year Treasury rate plus 2.771%. Because dividends are non-cumulative, any dividend not declared in a given period is permanently forfeited with no obligation for future make-up payments. The Series F Preferred Stock ranks senior to all common equity and junior preferred issues (including Series B, C, D, and E), but is subordinated to all debt obligations of Regions Financial Corporation and its subsidiaries. As a holding company security, it is structurally subordinated to approximately $136.9 billion in total liabilities and $133.9 billion in subsidiary debt as of June 30, 2024. The company may redeem the shares at par ($25 per depositary share) on or after September 15, 2029 at its option, subject to Federal Reserve approval. Additionally, Regions may redeem the entire issue in whole (but not in part) at any time upon a regulatory capital treatment event—a trigger related to loss of Tier 1 capital treatment that allows the issuer to exit the security if it no longer meets regulatory capital standards. The initial yield is 6.95% annually on the liquidation preference, translating to approximately $1.74 per depositary share per year or $0.43 per quarter, payable on March 15, June 15, September 15, and December 15. Record dates are typically the 15th calendar day before payment. Distributions do not qualify for the preferential 15%/20% qualified dividend income (QDI) rate for individuals but may qualify for the 50% corporate dividends-received deduction (DRD) for corporate holders if Regions has current or accumulated earnings and profits. A dividend stopper mechanism restricts redemption of common shares and other junior preferred securities unless full dividends are declared and paid on the Series F Preferred Stock, protecting preferred shareholders against arbitrary capital returns.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If full dividends on the Preferred Stock are not declared and paid for a dividend period, the company is prohibited from declaring, paying, or setting aside dividends on common stock and other junior securities, and from repurchasing or redeeming common stock or dividend parity preferred securities, with certain exceptions.

Other Preferreds from Regions Financial Corporation

Div Score Breakdown

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