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REGIONS FINANCIAL CORP

For the period ended Dec 31, 2025. Filed Feb 24, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 24, 2026

RF$28.70-0.8%Stored close · as of Nov 10, 2026

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Item 4. Mine Safety Disclosures

Information About Our Executive Officers

Information concerning the Executive Officers of Regions as of February 24, 2026, is set forth below.

Executive OfficerAgePrincipal OccupationsExecutive Officer Since
John M. Turner, Jr.64Chairman, President and Chief Executive Officer of registrant and Regions Bank. Previously served as Head of Corporate Banking Group of registrant and Regions Bank and as South Region President of Regions Bank. Prior to joining Regions, served as President of Whitney National Bank and Whitney Holding Corporation.2011
David J. Turner, Jr.62Senior Executive Vice President and Chief Financial Officer of registrant and Regions Bank.2010
Kate R. Danella47Senior Executive Vice President and Head of Consumer Banking Group of registrant and Regions Bank. Previously served as Chief Strategy and Client Experience Officer; Head of Strategic Planning & Consumer Bank Products and Origination Partnerships; and as Head of Strategic Planning and Corporate Development of registrant and Regions Bank. Previously served as Head of Private Wealth Management of Regions Bank. Prior to joining Regions, served as Vice President of Capital Group Companies.2018
David R. Keenan58Senior Executive Vice President and Chief Administrative and Human Resources Officer of registrant and Regions Bank. Previously served as Chief Human Resources Officer of registrant and Regions Bank.2010
C. Dandridge Massey55Senior Executive Vice President and Chief Enterprise Operations and Technology Officer of registrant and Regions Bank. Previously served as Head of Digital and Contact Center Banking and Head of Enterprise Technology Strategic Services at Truist Bank.2022
Tara A. Plimpton57Senior Executive Vice President, Chief Legal Officer and Corporate Secretary of registrant and Regions Bank. Previously served as General Counsel of registrant and Regions Bank. Prior to joining Regions, served as Vice President and General Counsel of GE Global Operations and as General Counsel of GE Energy Connections.2020
William D. Ritter55Senior Executive Vice President and Head of Wealth Management Group of registrant and Regions Bank. Director of Highland Associates, Inc.2010
Brian R. Willman53Senior Executive Vice President and Head of Corporate Banking Group of registrant and Regions Bank. Previously served as Head of Commercial Banking of registrant and Regions Bank.2024
Russell Zusi51Senior Executive Vice President and Chief Risk Officer of registrant and Regions Bank. Prior to joining Regions, served as Co-head of Global Compliance and Operational Risk and Global Technology and Operations Chief Risk Officer, and previously as Credit Review Executive, of Bank of America Corp.2024

Part II

Regions common stock, par value $.01 per share, is listed for trading on the NYSE under the symbol RF. Information relating to compensation plans under which Regions' equity securities are authorized for issuance is presented in Part III, Item 12. As of February 23, 2026, there were 32,056 holders of record of Regions common stock (including participants in the Broadridge Direct Stock Purchase and Dividend Reinvestment Plan for Regions Financial Corporation).

The Board presently intends to continue the policy of paying quarterly cash dividends. The amount of any future dividends will depend on economic and market conditions, our financial condition and operating results, and other factors, including contractual restrictions and applicable government regulations and policies. Restrictions on the ability of Regions Bank to transfer funds to Regions at December 31, 2025, are set forth in Note 12 "Regulatory Capital Requirements and Restrictions" to the consolidated financial statements, which are included in Item 8. of this Annual Report on Form 10-K. A discussion of certain limitations on the ability of Regions Bank to pay dividends to Regions and the ability of Regions to pay dividends on its common stock is set forth in Item 1. “Business” under the heading “Supervision and Regulation—Payment of Dividends” of this Annual Report on Form 10-K.

Issuer Purchases of Equity Securities

On April 20, 2022, the Board authorized the repurchase of up to $2.5 billion of the Company's common stock, permitting purchases from the second quarter of 2022 through the fourth quarter of 2024, which was subsequently extended through the fourth quarter of 2025. On December 10, 2025, the Board authorized the repurchase of up to $3.0 billion of the Company's common stock for the period beginning January 1, 2026 and extending through December 31, 2027. This authorization supersedes the prior share repurchase program, which expired on December 31, 2025.

The following table presents information regarding issuer purchases of equity securities during the fourth quarter of 2025. All of these shares were immediately retired upon repurchase and therefore were not included in treasury stock.

PeriodTotal Number of Shares PurchasedAverage Price Paid per Share(1)Total Number of Shares Purchased as Part ofPublicly AnnouncedPlans or ProgramsMaximum Approximate Dollar Value ofShares that MayYet Be Purchased Under Publicly Announced Plans or Programs
October 1-31, 20257,339,278$24.227,339,278$1,080,476,188
November 1-30, 20257,125,137$24.497,125,137$905,877,347
December 1-31, 20252,740,125$26.522,740,125$833,162,182
Total Fourth Quarter17,204,540$24.7017,204,540$833,162,182

(1) Average price paid does not reflect the 1 percent excise tax charged on public company share repurchases.

COMMON STOCK PERFORMANCE GRAPH

The graph below compares the yearly percentage change in the cumulative total return of Regions common stock against the cumulative total return of the S&P 500 Index and the S&P 500 Banks Index for the past five years. This presentation assumes that the value of the investment in Regions’ common stock and in each index was $100 and that all dividends were reinvested. In accordance with the rules of the SEC, this section, captioned “Common Stock Performance Graph,” is not incorporated by reference into any of our future filings made under the Securities Exchange Act of 1934 (Exchange Act) or the Securities Act of 1933 (Securities Act). The Common Stock Performance Graph, including its accompanying table and footnotes, is not deemed to be soliciting material or to be filed under the Exchange Act or the Securities Act.

Cumulative Total Return
12/31/202012/31/202112/31/202212/31/202312/31/202412/31/2025
Regions$100.00$139.39$142.62$134.49$170.84$205.44
S&P 500 Index100.00128.68105.36133.03166.28195.98
S&P 500 Banks Index100.00135.44109.43121.42167.82224.54
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