Item 7.01. Regulation FD Disclosure

On August 12, 2021, Regions Financial Corporation (the "Company") issued a press release announcing that the Company is sending redemption notices to the holders of its 3.800% Senior Notes due August 14, 2023 (the "2023 Notes"). Additional information regarding the redemption of the 2023 Notes is available in the press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference. In accordance with general instruction B.2 of Form 8-K, this information, 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.




Item 8.01. Other Events

On August 12, 2021, the Company issued and sold $650,000,000 aggregate principal amount of 1.800% Senior Notes due 2028 (the "2028 Notes") of the Company. The 2028 Notes were sold pursuant to an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, UBS Securities LLC and Regions Securities LLC, as representatives of the several underwriters listed therein, dated August 9, 2021. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The Company received $646,067,500 in proceeds, before offering expenses, from the sale of the 2028 Notes.

The 2028 Notes were issued pursuant to the terms of an Indenture, dated as of August 8, 2005, as supplemented by the Twelfth Supplemental Indenture, dated August 12, 2021, between the Company and Deutsche Bank Trust Company Americas, as trustee, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The form of certificate representing the 2028 Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibits 1.1, 4.1, and 4.2 as exhibits to the Company's registration statement on Form S-3 (File No. 333-229810) (the "Registration Statement"), and such exhibits are incorporated into the Registration Statement by reference herein.

A copy of the opinions of Sullivan & Cromwell LLP, counsel to the Company, are attached as Exhibit 5.1 and Exhibit 8.1 to this Current Report on Form 8-K. Exhibits 5.1, 8.1, 23.1 and 23.2 of this Current Report on Form 8-K are incorporated into the Registration Statement by reference herein.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits



Exhibit
Number

1.1            Underwriting Agreement, dated August 9, 2021, by and among BofA
             Securities, Inc., Citigroup Global Markets Inc., Credit Suisse
             Securities (USA) LLC, UBS Securities LLC and Regions Securities LLC,
             as representatives of the several underwriters listed therein.

4.1            Twelfth Supplemental Indenture, dated August 12, 2021, between
             Regions Financial Corporation and Deutsche Bank Trust Company
             Americas, as trustee.

4.2            Form of 1.800% Senior Notes due 2028 (included in Exhibit 4.1).

5.1            Opinion of Sullivan & Cromwell LLP.

8.1            Opinion of Sullivan & Cromwell LLP.

23.1           Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

23.2           Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1).

99.1           Press release dated August 12, 2021.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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