Reference rate to be CME Term SOFR for specific fixed-to-floating rate preferred stock.

Regions Financial Corporation (NYSE: RF) (“Regions”) on Friday announced that, after June 30, 2023, the replacement reference rate for certain fixed-to-floating rate preferred stock issued by Regions that uses U.S. dollar LIBOR (“LIBOR”) as the reference rate will be CME Term SOFR in the same tenor (the “CME Term SOFR Rate”). The securities or instruments (referred to collectively herein as “Instruments”) addressed in this announcement are governed by U.S. law or the laws of a U.S. State.

In accordance with (i) the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) and the regulation issued by the Board of Governors of the Federal Reserve System on December 16, 2022, implementing the LIBOR Act or (ii) the terms of such Instruments, the CME Term SOFR Rate will be the successor rate for calculations of the amount of interest or dividends payable with respect to interest or dividend periods which otherwise reference a LIBOR rate published after June 30, 2023. Related conforming changes may also be made pursuant to the LIBOR Act or the terms of such Instruments. The following securities issued by Regions fall into this category as they currently utilize a three-month LIBOR reference rate:

• 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (CUSIPs 7591EP506)
• 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C (CUSIPs 7591EP704)

In the case that any of the above Instruments require Regions (or a calculation agent) to select a successor reference rate following the cessation of the publication of three-month LIBOR on a representative basis, the CME Term SOFR Rate – i.e., three-month CME Term SOFR – has been selected as the applicable successor rate.

The calculation of the amount of interest or dividends payable on the above Instruments for interest or dividend periods with reference to a LIBOR rate published after June 30, 2023, will also include the applicable tenor spread adjustment of 0.26161% per annum (in the case of Instruments that reference three-month LIBOR as specified in the LIBOR Act).

The cessation of LIBOR and the implementation of the applicable successor rate with the applicable tenor spread adjustment has no further impact on the terms of the Instruments listed herein. This announcement serves as notice as to the change of such reference rates, as may be required by the terms of the Instruments.

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $154 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 more than 1,250 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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