8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 28, 2022

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34034	63-0589368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Fifth Avenue North

Birmingham, Alabama 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (800) 734-4667

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	RF	New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B	RF PRB	New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C	RF PRC	New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 4.45% Non-Cumulative Perpetual Preferred Stock, Series E	RF PRE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

Regions Bank (the “Bank”), a wholly owned subsidiary of Regions Financial Corporation, has entered into a Consent Order with the Consumer Financial Protection Bureau (the “CFPB”) regarding the previously disclosed investigation by the CFPB into certain of the Bank’s historical overdraft practices and policies, specifically focused on one type of overdraft fee the Bank stopped charging over a year ago. A copy of the Consent Order is available on the CFPB’s website. The terms of the Consent Order include payment by the Bank of a $50 million civil monetary penalty and customer redress of approximately $141 million. The financial impact of the settlement will be reflected in Regions Financial Corporation’s results for the third quarter of 2022.

On September 28, 2022, the Bank issued a press release commenting on the resolution of the matter. A copy of the Bank’s press release referenced above is being furnished as Exhibit 99.1 to this report and is also available on the Bank’s website at www.regions.com. Exhibit 99.1 is incorporated by reference under this Item 7.01.

In accordance with general instruction B.2 of Form 8-K, the information provided pursuant to this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release dated September 28, 2022.
104	Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 28, 2022	REGIONS FINANCIAL CORPORATION
	By:	/s/ Tara A. Plimpton
	Name:	Tara A. Plimpton
	Title:	Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Media Contact:

Jeremy D. King	Regions News Online: regions.doingmoretoday.com
Regions Bank	Regions News on Twitter: @RegionsNews
205-264-4551

Regions Bank Comments on Settlement with the Consumer Financial Protection Bureau

Through long-term service enhancements, a robust financial wellness program, and more, Regions remains committed to helping customers reach their financial goals.

BIRMINGHAM, Ala. – Sept. 28, 2022 – Regions Bank today commented on a settlement announced by the Consumer Financial Protection Bureau (CFPB) on Sept. 28 regarding one type of overdraft fee the bank stopped charging over a year ago.

As part of the settlement, Regions will pay a $50 million civil monetary penalty and provide customer redress of approximately $141 million; the financial impact of the settlement will be reflected in the company’s results for the third quarter of 2022.

Although Regions Bank disagrees with the CFPB’s characterizations, the bank cooperated with the investigation and is pleased to move forward. Agreeing to the settlement reflects Regions’ desire to focus its attention on continuing to support customers through a wide range of account enhancements that have already lowered fees for many customers. With more work planned, Regions will continue to build on these customer-focused enhancements.

In 2019, Regions began developing a series of changes to its overdraft process that ultimately led to reduced fees and benefited consumers, including through the elimination of the type of overdraft fee that is addressed in the CFPB settlement. The fee addressed in the settlement impacted a small percentage of customers. The broader series of enhancements made by Regions were designed to support the bank’s broad customer base. Further, the changes resulted in declines of fee-related revenue. The changes Regions made also included features designed to give customers more tools for managing their daily cash flow and avoiding various types of fees.

Regions Bank Chief Legal Officer Tara Plimpton commented on the settlement with the CFPB, along with steps the bank has taken in recent years to further enhance its services:

“Regions Bank has always been committed to delivering financial services our customers need, want, choose, and value, and our commitment remains strong. We are pleased to resolve this matter and look forward to building further on our commitment to help customers reach their financial goals,” Plimpton said.

“The CFPB settlement involves one type of overdraft fee that was previously charged when there was sufficient money in an account when a debit card or ATM transaction was authorized – but not when the transaction actually posted to the account, due to other transactions,” Plimpton explained. “Over a year ago, Regions stopped charging this particular overdraft fee. We took this action as part of a broader series of enhancements. These enhancements also include updating the bank’s posting order and transaction processing to give customers a clearer view of the money they have available for making purchases while avoiding fees. Regions took additional steps this year to even further reduce overdraft charges while eliminating other fees.”

Plimpton added, “Helping our customers build financial wellness is a top priority for Regions Bank. That is demonstrated through our enhanced services as well as our year-round commitment to providing free financial education and customized financial plans for consumers.”

ADDITIONAL DETAILS:

Regions’ commitment to customers includes a series of steps taken in recent years to help customers build their savings, successfully manage their finances, and avoid various fees. Among examples:

• In early 2022, Regions announced several customer-focused changes, including:

^○  The elimination of overdraft protection transfer fees.

^○  The elimination of non-sufficient funds fees.

^○  A further reduction in the bank’s caps on overdraft fees.

^○  The launch of an early direct deposit feature making consumers’ paychecks available up to two days early.

^○  The launch of a low-cost line of credit to help cover short-term financial needs.

^○  These changes were implemented during the first three quarters of 2022 and are now all in effect.

• Earlier, Regions unveiled a series of posting order and processing enhancements that took effect in 2021. These changes are detailed at this link and included moving to more of a real-time order for processing debits, payments, transfers, and withdrawals. This gives customers a more current view of the money they have available for covering purchases or payments – or adding to their long-term savings.

• Regions also updated its CheckCard transaction processing and previously changed how checks are processed on personal accounts to show pending transactions sooner.

• In addition, Regions improved account alerts to make it easier for customers to be aware of transactions and balances. Customers can set customized alerts, such as deposit and withdrawal alerts, to keep up with their transactions and balances.

BUILDING FINANCIAL WELLNESS:

Beyond account enhancements, the bank offers Regions Next Step^®, a robust, year-round program that connects people with free financial education. This extends beyond in-person discussions and includes a consistently updated online library of financial wellness materials for a variety of age groups. The materials are available to anyone, regardless of whether they bank with Regions. Consider these financial wellness results from 2021 alone:

- 2 -

• Company-wide, Regions Next Step supported 124,000 financial wellness workshops covering a variety of topics.

• Approximately 1.4 million people received financial education from Regions.

• There were 2.4 million page views of Regions’ digital financial education resources.

Financial wellness is also a key component of Regions’ Community Engagement strategy. In cities large and small, Regions and its community partners are taking clear action to help people grow their savings, improve their credit scores, achieve homeownership, strengthen their small businesses, and more.

AN ONGOING FOCUS:

Given the importance of financial wellness to Regions Bank and the communities served by the company, Regions will continue to explore a variety of avenues toward reaching consumers and businesses with effective services, insights, and solutions that help them reach their goals. This is reflected in how Regions’ bankers meet with clients one-on-one to develop customized financial roadmaps toward success. It is reflected in Regions’ work with nonprofits and community partners. And it will remain at the core of how Regions serves and supports its communities in the years to come.

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $161 billion in assets, is a member of the S&P 500 Index and is one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, and mortgage products and services. Regions serves customers across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,300 banking offices and more than 2,000 ATMs. Regions Bank is an Equal Housing Lender and Member FDIC. Additional information about Regions and its full line of products and services can be found at www.regions.com.

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Document and Entity Information	Sep. 28, 2022
Document And Entity Information [Line Items]
Entity Registrant Name	REGIONS FINANCIAL CORP
Amendment Flag	false
Entity Central Index Key	0001281761
Document Type	8-K
Document Period End Date	Sep. 28, 2022
Entity Incorporation State Country Code	DE
Entity File Number	001-34034
Entity Tax Identification Number	63-0589368
Entity Address, Address Line One	1900 Fifth Avenue North
Entity Address, City or Town	Birmingham
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35203
City Area Code	(800)
Local Phone Number	734-4667
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
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Security Exchange Name	NYSE
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Document And Entity Information [Line Items]
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Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/40th Interest in a Share of4.45% Non-Cumulative Perpetual Preferred Stock, Series E
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