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REGIONS FINANCIAL CORP

For the period ended Mar 31, 2026. Filed May 7, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

RF$28.31-0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

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Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-04.

0001281761-25-000080

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001281761-26-000037

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 290 previous paragraphs and 249 current paragraphs.

152 unchanged; 78 reworded; 19 added; 49 removed; 11 previous and 0 current paragraphs rearranged.

Tables are not compared: 29 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

As of March 31, 2026, debt securities held to maturity and debt securities available for sale represented 17 percent and 83 percent, respectively, of the total debt securities portfolio.

Current report

Debt securities decreased $313 million from December 31, 2025 to March 31, 2026 due to the timing of securities purchases and less favorable market valuation adjustments resulting from changes in interest rates.

Current report

Commercial and industrial loans increased $2.0 billion since year-end 2025 and was driven primarily by power and utilities, manufacturing, healthcare and asset-based lending. Approximately half of the growth came from higher line utilization while the remainder was driven by new loans, primarily with existing clients. Throughout the first quarter 2026, the increase in commercial and industrial loans was broad-based as shown in Table 4.

Current report

Management reviews the allowance on a quarterly basis using updated information, including changes to economic conditions, the loan portfolio and credit information. The following table provides an analysis of the changes in the allowance for the three months ended March 31, 2026:

Current report

Regions' internally-developed March baseline forecast anticipates steadier real GDP, with growth of 2.5 percent for 2026 supported by tax legislation enacted in 2025 expected to boost after-tax personal income and improve cash flows for businesses. Inflation as measured by CPI is expected to remain above the FOMC's 2.0 percent target rate into 2027. The Federal funds rate is approaching what many consider to be a "neutral" rate, which limits the room for rate cuts in 2026. Significant softening in labor market conditions would support further rate cuts, but persistent inflation pressures could preclude further cuts. Labor supply growth is expected to remain weak and unemployment is expected to average 4.4 percent in 2026. Regions' March 2026 baseline forecast remained stable compared to the December 2025 baseline forecast, which resulted in minimal impact to the allowance. However, events in the Middle East and the related impact on energy prices cast uncertainty on the March 2026 forecast, which is captured in the general imprecision component discussed below.

Current report

(2)Business represents the combined total of commercial and investor real estate loans.

Current report

Total deposits at March 31, 2026 increased approximately $752 million compared to year-end 2025 levels. Growth was driven by a significant increase in money market accounts and, to a lesser degree, savings and non-interest-bearing deposits partially offset by a decline in time deposits and interest-bearing checking. Deliberate product management resulted in a shift from time deposits into money market accounts. Growth in consumer deposits reflects normal seasonal patterns related to tax refunds and payments. The mix of non-interest-bearing deposits at March 31, 2026 was approximately 30 percent of total deposits at March 31, 2026, which remained stable in comparison to December 31, 2025.

Current report

Long-term borrowings decreased by approximately $1.0 billion from year-end 2025 reflecting the repayment of FHLB advances.

Current report

Net interest income (taxable-equivalent basis) increased by $55 million and net interest margin increased by 15 basis points to 3.67 percent in three months ended March 31, 2026 compared to the same period in 2025. The increases in net interest income and net interest margin were driven primarily by lower funding costs, which includes deposits and wholesale borrowings. Funding costs declined to 1.35 percent compared to 1.60 percent in three months ended March 31, 2025, driven by deposit cost reductions in a declining rate environment. Deposit balance growth and remixing, as certain time deposits matured and were replaced with lower cost product types, also created a more optimal funding mix. Additionally, while loan yields decreased in the declining rate environment, the decrease was modest, reflecting the rate protection provided by the Company’s hedging program. Also benefiting net interest income and net interest margin was the turnover of fixed-rate loans and securities and multiple, distinct debt securities repositioning transactions in prior periods, which resulted in new loans and securities at higher rates.

Current report

In the three months ended March 31, 2026, the Company added $1.3 billion in forward-starting receive-fixed swaps with a receive rate of 3.5 percent, which will become active in the third and fourth quarters of 2026 with 5-year maturities, to partially hedge 2026 expected fixed-rate loan turnover. Additionally, fixed-rate loan turnover hedges of $1.5 billion were terminated, consistent with the timing of the fixed-rate loan production the swaps were intended to hedge.

Current report

In the three months ended March 31, 2026, the Company also added $1.0 billion in forward-starting receive-fixed swaps with an average pay rate of 3.6 percent, which become active in the first quarter of 2029 with a 3-year maturity to hedge short-term rates in future periods.

Current report

Finally, in the three months ended March 31, 2026, the Company added $250 million in spot-starting receive-fixed swaps with a receive rate of 3.6% maturing in December 2026 and terminated $250 million pay-fixed swaps maturing in April 2028 to increase short-term rate protection.

Current report

Equipment and software expense includes depreciation, maintenance and repairs, rent, taxes, and other expenses of software and equipment utilized by Regions and its affiliates. Equipment and software expense increased in the three months ended March 31, 2026 compared to the same period in 2025 primarily due to an increase in depreciation expense from internally developed software and an increase in software rental expense.
Removed paragraphs (49)

Previous report

Debt securities held to maturity constituted approximately 18 percent of the debt securities portfolio at September 30, 2025. In the first half of 2025, the Company reclassified debt securities with an amortized cost, excluding items recognized in OCI, of $2.0 billion from available for sale into held to maturity to reduce the volatility in AOCI in preparation for expected, upcoming changes to regulatory guidance as discussed in the "Regulatory Requirements" section.

Previous report

Debt securities available for sale constituted approximately 82 percent of the debt securities portfolio at September 30, 2025. Regions maintains a highly-rated debt securities portfolio consisting primarily of agency MBS. Regions’ investment policy emphasizes credit quality and liquidity.

Previous report

(1) Starting in 2025, other consumer loans also includes exit portfolios, which were previously presented separately. The portfolio consists primarily of indirect auto loans, and presentation of prior periods has been conformed accordingly.

Previous report

The commercial portfolio segment includes commercial and industrial loans for use in customers' normal business operations to finance working capital needs, equipment purchases, expansion projects and acquisitions. Regions' commercial and industrial loans generally mature within a five-year period with applicable amortization based on the underlying collateral or financing purpose. Typical loan structures consist of revolving and non-revolving lines of credit, amortizing term loans, guidance facilities, and single-pay loans, further tailored to meet the specific needs of the customer. These loans frequently have a covenant package combination inclusive of applicable debt service coverage, leverage, and liquidity measurements.

Previous report

Underwriting of commercial and industrial loans includes the assessment of the financial performance and profile, management experience and capability, industry position and outlook, the applicability of the transactional structure, as well as the repayment enhancement provided by collateral, guarantees, and ownership or sponsorship. Any forward view of operating performance is tested against applicable stressors that may include revenue decline, margin compression, and interest rate hikes.

Previous report

Commercial and industrial loans decreased $437 million since year-end 2024 due to loans refinanced off the Company's balance sheet through the debt capital markets and loan utilization rates remaining below historic levels. In the nine months ended September 30, 2025, the decline in commercial and industrial loans was broad-based as shown in Table 4.

Previous report

IRE loans generally mature within a three-to-seven-year period and consist of full, partial, and non-recourse guarantee structures. Typical term loan structures include annually testing operating covenants that require loan rebalancing based on minimum debt service coverage, debt yield, and/or LTV tests. Construction and land development loans generally mature in 12 to 24 months for acquisition and development, to 42 to 60 months for construction and contain full or partial recourse guarantee structures with 12 to 24 month extension options or roll-to-permanent financing options that often result in term loans.

Previous report

Underwriting on IRE properties is based on the economic viability of the project with significant consideration given to the creditworthiness and experience of the sponsor, who is responsible for managing the property. The Company generally requires that the owner, who provides the capital to purchase the property, infuse their equity prior to any advances. Re-margining requirements (e.g., required equity infusions upon a decline in value or cash flow of the collateral) are often included in the loan agreement along with required guarantees of the sponsor.

Previous report

In deriving any forecast, Regions benchmarks its internal forecast with external forecasts and external data available. Regions' September 2025 baseline forecast reflected deterioration across some key variables as compared to the June baseline forecast, which resulted in an increase in the allowance.

Previous report

The September baseline forecast anticipates real GDP growth of 1.8 percent for 2025 and 2026, with real private domestic demand expected to rise by 2.2 percent in 2025. The quarterly growth pattern over the coming quarters is expected to be somewhat less volatile compared to the first half of 2025. Recent upward revisions to GDP growth and real private domestic demand reflect stronger business investment and consumer spending.

Previous report

Corporate profits show moderate gains and, despite a slight narrowing of profit margins, they remain well above historical averages, indicating that most firms have been able to absorb higher tariff costs without immediately passing them on to consumers. While profit margins are currently elevated, as margins compress companies may face tougher decisions regarding pricing and cost management. However, recent tax code changes could provide some buffer against higher tariff costs.

Previous report

Job growth has clearly slowed, but the extent and drivers remain somewhat uncertain as challenges persist with data collection and measurement from monthly employment reports. However, labor supply, particularly among the foreign-born workforce, appears to be a significant factor. While a slower pace of economic growth, combined with heightened attention to operational efficiency and cost control, have contributed to the demand for labor, the reduction in labor supply may be having an equally significant, if not greater, effect on overall job growth.

Previous report

Inflation data at the retail level has revealed uneven tariff pass-through into final goods prices, with August CPI data showing the largest year-over-year increase in core goods prices since May 2023 and the largest increase in prices for motor vehicles since December 2024. As expected, the FOMC cut the Fed funds rate by 25 basis points during the third quarter of 2025, and by another 25 basis points subsequent to quarter-end on October 29, 2025. Additional incoming labor market and inflation data will determine the extent of further cuts in 2025.

Previous report

Subsequent to the end of the third quarter of 2025, Congress had not reached an agreement on government funding, resulting in a shutdown of Federal Government operations. While the shutdown did not impact Regions’ September 2025 baseline forecast, the remaining uncertainty of its duration and resolution creates challenges for any future forecast.

Previous report

The loan portfolio composition is evaluated each quarter and changes to the composition can influence modeled allowance results.

Previous report

The combined results from general imprecision and specific qualitative adjustments slightly increased the allowance during the third quarter.

Previous report

Total deposits at September 30, 2025 increased approximately $2.7 billion compared to year-end 2024 levels driven primarily by growth in money market and, to a lesser degree, non-interest-bearing deposits from growth in corporate and consumer deposits. The increase in deposits reflects customer growth and preference for liquidity as there remains some uncertainty in the economic environment. The mix of non-interest-bearing deposits remained stable at approximately 31 percent of total deposits at both September 30, 2025 and December 31, 2024. Regions' deposits are granular and diversified including insured and collateralized deposits, with consumer deposits making up more than 60 percent of the total deposit base at both September 30, 2025 and December 31, 2024.

Previous report

Short-term secured borrowings, such as securities sold under agreements to repurchase and FHLB advances, are a portion of Regions' funding strategy. See the "Liquidity" section for further detail of Regions' borrowing capacity with the FHLB.

Previous report

Long-term borrowings decreased by approximately $1.2 billion from year-end 2024 due to the maturity of the Company's 2.25% senior notes in the second quarter of 2025 and a $500 million decrease in FHLB advances in the third quarter of 2025.

Previous report

Federal banking agencies allowed a phase-in of the impact of CECL on regulatory capital. At December 31, 2021, the add-back to regulatory capital was calculated as the impact of initial adoption, adjusted for 25 percent of subsequent changes in the allowance. The amount was phased-in over a three-year period beginning in 2022 and concluded in the first quarter of 2025. At December 31, 2024, the net impact of the add-back on CET1 was approximately $102 million or approximately 8 basis points.

Previous report

Table 16 "Credit Ratings" reflects the debt ratings information of Regions Financial Corporation and Regions Bank by S&P, Moody’s, Fitch and DBRS.

Previous report

(1) As of March 31, 2024, DBRS withdrew their rating on Regions Financial Corporation's subordinated debt.

Previous report

On September 8, 2025, DBRS affirmed the Company's senior unsecured debt rating and revised its outlook to positive from stable citing Regions strong deposit franchise and market share in the Southeastern region.

Previous report

In general, ratings agencies base their ratings on many quantitative and qualitative factors, including capital adequacy, liquidity, asset quality, business mix, probability of government support, and level and quality of earnings. Any downgrade in credit ratings by one or more ratings agencies may impact Regions in several ways, including, but not limited to, Regions’ access to the capital markets or short-term funding, borrowing cost and capacity, collateral requirements, and acceptability of its letters of credit, thereby potentially adversely impacting Regions’ financial condition and liquidity. See “Risk Factors” for more information.

Previous report

A security rating is not a recommendation to buy, sell or hold securities, and the ratings are subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Additional information on the credit rating ranking within the overall classification system is located on the website of each credit rating agency.

Previous report

Net interest income (taxable-equivalent basis) and net interest margin increased in both the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024 due primarily to the benefits of new fixed-rate asset originations and reinvestments in the high rate environment as well as the benefits from securities repositioning activities completed in late 2024 and the first and third quarters of 2025. Net interest income and net interest margin are well protected from the reduction in short-term interest rates with floating-rate asset yield declines being offset by hedging benefits and lower funding costs. Growth in deposit balances also improved the funding mix. Net interest margin continued to be negatively impacted by higher cash balances (see the "Cash and Cash Equivalents" section for related discussion).

Previous report

In the third quarter of 2025, the Company added $2.5 billion in forward-starting receive fixed swaps with a receive rate of 3.7 percent, which will become active in January 2028 and mature in January 2033, to reduce net interest margin volatility associated with floating rate loans.

Previous report

Additionally, the Company added approximately $710 million in primarily forward-starting pay fixed interest rate swaps (hedges of debt securities available for sale) with an average pay rate of 3.7 percent, which have an average start date in 2028 and an average maturity in 2032, to reduce AOCI volatility associated with securities reinvestment.

Previous report

On December 12, 2024, the CFPB adopted a final rule that caps overdraft fees in line with a benchmark fee of $5 or an amount that covers an institution's costs and losses using a standard set forth in the rules. Alternatively, an institution can charge higher overdraft fees by complying with the standard regulatory requirements governing other loans, including credit cards. The final rule is currently scheduled to take effect on October 1, 2025. However, under the presidential memorandum entitled “Regulatory Freeze Pending Review,” rules with future effective dates may be re-evaluated. Therefore, though the Company will continue to monitor and evaluate potential impact, the nature and timing of future developments that may potentially impact this or other CFPB rules and proposals cannot be predicted.

Previous report

Capital markets income primarily relates to capital raising activities that include real estate placement, securities underwriting and placement, loan syndication, as well as foreign exchange, derivatives, merger and acquisition and other advisory services. Capital markets income increased in the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024, driven primarily by higher loan syndication revenue and commercial swap income. The third quarter of 2025 also benefited from higher merger and acquisition fees whereas these fees declined for the nine months ended September 30, 2025, compared to the same period in 2024, due to economic uncertainty in the first quarter of 2025 impacting the timing of transactions. The overall increases in both periods were partially offset by declines in real estate transactions.

Showing the first 40 of 49 passages. Open the source sections for the rest.

Reworded paragraphs (78)

Previous wording

The following discussion and analysis is part of Regions Financial Corporation’s (“Regions” or the “Company”) Quarterly Report on Form 10-Q filed with the SEC and should be read in conjunction with the consolidated financial statements and the related notes that appear in Part I, Item 1 of this report. In addition, this discussion and analysis updates Regions’ Annual Report on Form 10-K for the year ended December 31, 2024, which was previously filed with the SEC. This financial information is presented to aid in understanding Regions’ financial position and results of operations and should be read together with the financial information contained in Regions’ Annual Report on Form 10-K. See Note 1 "Basis of Presentation" and Note 13 "Recent Accounting Pronouncements" to those consolidated financial statements for further detail. The emphasis of this discussion will be on the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 for the consolidated statements of income. For the consolidated balance sheets, the emphasis of this discussion will be on the balances as of September 30, 2025 compared to December 31, 2024.

Current wording

The following discussion and analysis is part of Regions Financial Corporation’s (“Regions” or the “Company”) Quarterly Report on Form 10-Q filed with the SEC and should be read in conjunction with the consolidated financial statements and the related notes that appear in Part I, Item 1 of this report. In addition, this discussion and analysis updates the Annual Report on Form 10-K for the year ended December 31, 2025, which was previously filed with the SEC. This financial information is presented to aid in understanding Regions’ financial position and results of operations and should be read together with the financial information contained in Regions’ Annual Report on Form 10-K. See Note 1 "Basis of Presentation" and Note 13 "Recent Accounting Pronouncements" to those consolidated financial statements for further detail. The emphasis of this discussion will be on the three months ended March 31, 2026 compared to the three months ended March 31, 2025 for the consolidated statements of income. For the consolidated balance sheets, the emphasis of this discussion will be on the balances as of March 31, 2026 compared to December 31, 2025.

Previous wording

Regions conducts its banking operations through Regions Bank, an Alabama state-chartered commercial bank that is a member of the Federal Reserve System. At September 30, 2025, Regions operated 1,248 total branch outlets. Regions carries out its strategies and derives its profitability from three reportable business segments: Corporate Bank, Consumer Bank, and Wealth Management, with the remainder in Other. See Note 11 "Business Segment Information" to the consolidated financial statements for more information regarding Regions’ segment reporting structure.

Current wording

Regions conducts its banking operations through Regions Bank, an Alabama state-chartered commercial bank that is a member of the Federal Reserve System. At March 31, 2026, Regions operated 1,246 total branch outlets. Regions carries out its strategies and derives its profitability from three reportable business segments: Corporate Bank, Consumer Bank, and Wealth Management, with the remainder in Other. See Note 11 "Business Segment Information" to the consolidated financial statements for more information regarding Regions’ segment reporting structure.

Previous wording

Regions utilized its internal September baseline forecast to calculate the ACL as of September 30, 2025. Refer to the Baseline economic forecast discussion in the "Allowance" section for further detail.

Current wording

Regions utilized its internal March baseline forecast to calculate the ACL as of March 31, 2026. Refer to the "Economic forecast and qualitative adjustments" discussion in the "Allowance" section for further detail.

Previous wording

Regions reported net income available to common shareholders of $548 million or $0.61 per diluted share in the third quarter of 2025 compared to net income available to common shareholders of $446 million or $0.49 per diluted share in the third quarter of 2024.

Current wording

Regions reported net income available to common shareholders of $539 million or $0.62 per diluted share in the first quarter of 2026 compared to net income available to common shareholders of $465 million or $0.51 per diluted share in the first quarter of 2025.

Previous wording

Net interest income (taxable-equivalent basis) totaled $1.3 billion in the third quarter of 2025, which increased $39 million compared to the third quarter of 2024. The net interest margin (taxable-equivalent basis) was 3.59 percent in the third quarter of 2025, reflecting a 5 basis point increase from the same period in 2024. The increases in net interest income and margin were driven by the replacement of fixed-rate loans and debt securities in a higher interest rate environment, lower funding costs and hedge performance improvements as short-term interest rates declined. Refer to the related discussion below Table 17 "Consolidated Average Daily Balances and Yield/Rate Analysis" for further detail.

Current wording

Net interest income (taxable-equivalent basis) totaled $1.3 billion in the first quarter of 2026, which increased $55 million compared to the first quarter of 2025. The net interest margin (taxable-equivalent basis) was 3.67 percent in the first quarter of 2026, reflecting a 15 basis point increase from the same period in 2025. The increases in net interest income and margin were driven primarily by lower total funding costs which more than offset modest loan yield declines supported by hedges. Additionally, net interest income and margin benefited from fixed-rate asset turnover and securities repositioning executed in prior periods. Refer to the related discussion below Table 17 "Consolidated Average Daily Balances and Yield/Rate Analysis" for further detail.

Previous wording

The provision for credit losses totaled $105 million in the third quarter of 2025 compared to $113 million in the third quarter of 2024. Net charge-offs totaled $135 million, or 0.55 percent of average loans, in the third quarter of 2025, compared to $117 million, or 0.48 percent in the third quarter of 2024. This increase reflected charge-offs that were already reserved for related to previously identified portfolios of interest. The allowance as a percent of total loans, net, decreased slightly to 1.78 percent at September 30, 2025, compared to 1.79 percent at December 31, 2024. Refer to the "Allowance for Credit Losses" section for further detail.

Current wording

The provision for credit losses totaled $91 million in the first quarter of 2026 compared to $124 million in the first quarter of 2025. Net charge-offs totaled $130 million, or 0.54 percent of average loans, in the first quarter of 2026, compared to $123 million, or 0.52 percent of average loans, in the first quarter of 2025. This increase reflected charge-offs that were already reserved for related to previously identified portfolios of interest. The allowance as a percent of total loans, net, decreased to 1.68 percent at March 31, 2026, compared to 1.76 percent at December 31, 2025 due to asset quality improvement. Refer to the "Allowance" section for further detail.

Previous wording

Non-interest income was $659 million in the third quarter of 2025 compared to $572 million in the third quarter of 2024 primarily driven by a decline in securities losses associated with less repositioning activity in the third quarter of 2025 compared to 2024. Additionally, most categories of non-interest income increased, including capital markets income, other miscellaneous income, investment management and trust fee income, and investment services income. See Table 22 "Non-Interest Income" for further details.

Current wording

Non-interest income was $625 million in the first quarter of 2026 compared to $590 million in the first quarter of 2025 primarily driven by a decline in securities losses associated with repositioning activity between the two periods. Additionally, investment management and trust fee income, capital markets income, bank-owned life insurance, and investment services income increased. See Table 22 "Non-Interest Income" for further details.

Previous wording

Non-interest expense was $1.1 billion in the third quarter of 2025 which increased $34 million compared to the third quarter of 2024. The increase was primarily driven by an increase in salaries and benefits, professional, legal and regulatory expenses, and other miscellaneous expenses. These were partially offset by a decline in Visa class B shares expense. See Table 23 "Non-Interest Expense" for further details.

Current wording

Non-interest expense was $1.1 billion in the first quarter of 2026 which increased $29 million compared to the first quarter of 2025. The increase was primarily driven by an increase in salaries and benefits, equipment and software, and professional, legal and regulatory expenses. These increases were partially offset by a decline in Visa class B shares expense and other miscellaneous expenses. See Table 23 "Non-Interest Expense" for further details.

Previous wording

Regions' effective tax rate was 19.7 percent in the third quarter of 2025 compared to 19.4 percent in the third quarter of 2024. See the "Income Taxes" section for further details.

Current wording

Regions' effective tax rate was 21.6 percent in the first quarter of 2026 compared to 21.1 percent in the first quarter of 2025. See the "Income Taxes" section for further details.

Previous wording

Regions and Regions Bank are required to comply with regulatory capital requirements established by Federal and State banking agencies, which include quantitative requirements including the CET1 ratio. At September 30, 2025, Regions’ CET1 ratio was estimated to be 10.9 percent. For additional information on Regions' regulatory capital requirements see the "Regulatory Requirements" section.

Current wording

Regions and Regions Bank are required to comply with regulatory capital requirements established by Federal and State banking agencies, which include quantitative requirements including the CET1 ratio. At March 31, 2026, Regions’ CET1 ratio was estimated to be 10.7 percent. For additional information on Regions' regulatory capital requirements see the "Regulatory Requirements" section.

Previous wording

Regions participates in supervisory stress testing conducted by the Federal Reserve and its SCB is currently floored at 2.5 percent. See Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)" to the consolidated financial statements for further details.

Current wording

Regions is subject to supervisory stress testing conducted by the Federal Reserve and its SCB is currently floored at 2.5 percent. See Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)" to the consolidated financial statements for further details.

Previous wording

The Board has authorized the repurchase of up to $2.5 billion of the Company's common stock through the fourth quarter of 2025. See Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)" for more information.

Current wording

The Board has authorized the repurchase of up to $3.0 billion of the Company's common stock through the fourth quarter of 2027. See Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)" for more information.

Previous wording

Cash and cash equivalents increased approximately $1.4 billion from December 31, 2024 to September 30, 2025 primarily due to an increase in deposits and, to a lesser degree, a decrease in loans. These changes were partially offset by securities purchases, a decline in borrowings and the redemption of Series D preferred stock. See the "Debt Securities", "Loans" "Deposits", "Borrowings", and "Liquidity" sections for more information.

Current wording

Cash and cash equivalents increased approximately $236 million from year-end 2025 to March 31, 2026 primarily due to an increase in borrowed funds and, to a lesser degree, an increase in deposits. The increases were partially offset by an increase in loans. See the "Borrowed Funds", "Liquidity","Deposits" and "Loans" sections for more information.

Previous wording

Debt securities, which comprise approximately 23 percent of earning assets, are an important tool used to manage interest rate sensitivity and provide a primary source of liquidity for the Company, as much of the portfolio is highly liquid. Additionally, some of the debt securities portfolio is eligible to be used as collateral for funding of various types of borrowings. See the "Liquidity" section for more information on these arrangements. Also see the "Market Risk-Interest Rate Risk" section for more information. See also Note 3 "Debt Securities" for additional information.

Current wording

Debt securities, which comprise approximately 23 percent of earning assets, are an important tool used to manage interest rate sensitivity and provide a primary source of liquidity for the Company, as much of the portfolio is highly liquid. Additionally, some of the debt securities portfolio is eligible to be used as collateral for funding of various types of borrowings. See the "Liquidity" and "Market Risk-Interest Rate Risk" sections for more information on these arrangements. See also Note 3 "Debt Securities" to the consolidated financial statements for additional information.

Previous wording

The average life of the debt securities portfolio at September 30, 2025 was estimated to be 5.9 years, with a duration of approximately 4.0 years, inclusive of fair value hedges (see Table 19). These metrics compare with an estimated average life of 6.1 years and a duration of approximately 4.5 years for the portfolio at December 31, 2024.

Current wording

The average life of the debt securities portfolio at both March 31, 2026 and December 31, 2025 was estimated to be 5.9 years, with a duration of approximately 3.9 years, inclusive of fair value hedges (see Table 19).

Previous wording

Debt securities increased $2.0 billion from December 31, 2024 to September 30, 2025 due to the purchase of approximately $1.0 billion of residential agency MBS debt securities in the second quarter of 2025, lower market interest rates and tighter spreads resulting in lower unrealized holding losses, and AOCI amortization. Of note, the Company executed debt securities repositionings in the first and third quarters of 2025 involving the sale of shorter-duration commercial and residential agency MBS and replacement with residential agency MBS with favorable prepayment profiles. In total, the Company sold approximately $1.0 billion of debt securities available for sale and realized approximately $50 million in pre-tax losses. The intent was to maintain the debt securities portfolio duration that would otherwise shorten naturally while efficiently deploying capital. Proceeds from the sales were reinvested at higher market yields.

Current wording

Subsequent to March 31, 2026, the Company executed a debt securities repositioning involving the sale of shorter-duration commercial agency MBS and U.S. Treasuries and replacement with longer-duration commercial and residential agency MBS and U.S. Treasuries with higher market yields. In total the Company sold approximately $900 million of debt securities available for sale and realized approximately $40 million in pre-tax losses.

Previous wording

Loans, net of unearned income, represented 69 percent of interest-earning assets as of September 30, 2025. The following table presents the distribution of Regions' loan portfolio by segment and class, net of unearned income:

Current wording

Loans, net of unearned income, represented 70 percent of interest-earning assets as of March 31, 2026. The following table presents the distribution of Regions' loan portfolio by segment and class, net of unearned income:

Previous wording

Loans, net of unearned income, decreased $602 million from year-end 2024 due to a decline in commercial loans and declines across most consumer loans as discussed below. These declines were partially offset by an increase in investor real estate loans. Regions manages loan growth with a focus on risk management and risk-adjusted return on capital.

Current wording

Loans, net of unearned income, increased $2.3 billion from year-end 2025 due to an increase across almost all commercial and investor real estate loan classes as discussed below. These increases were partially offset by a slight decline in consumer loans. Regions manages loan growth with a focus on risk management and risk-adjusted return on capital.

Previous wording

Over half of the Company’s total loans are included in the commercial portfolio segment. These balances are spread across numerous industries, as noted in Table 4. The Company manages the related risks to this portfolio by setting certain lending limits for each significant industry.

Current wording

Over half of the Company’s total loans are included in the commercial portfolio segment. These balances are spread across numerous industries, as noted in Table 4. The Company manages the related risks to this portfolio by setting certain lending limits for each significant industry. The commercial portfolio segment includes commercial and industrial loans for use in customers' normal business operations to finance working capital needs, equipment purchases, expansion projects and acquisitions. See the "Portfolio Characteristics" section in Regions' Annual Report on Form 10-K for the year ended December 31, 2025 for more information on details surrounding the commercial portfolio segment and underwriting criteria.

Previous wording

Loans for real estate development are repaid through cash flows related to the operation, sale or refinance of the property. This portfolio segment includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of real estate or income generated from the real estate collateral. A portion of Regions’ IRE portfolio segment consists of loans secured by residential product types (land, single-family and condominium loans) within Regions’ markets. Additionally, this category includes loans made to finance income-producing properties such as apartment buildings, office and industrial buildings, and retail shopping centers. Total IRE loans increased $360 million in comparison to year-end 2024 balances due to increases in fundings to previously approved projects and new term loans for apartments, data centers and industrial properties.

Current wording

Loans for real estate development are repaid through cash flows related to the operation, sale or refinance of the property. This portfolio segment includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of real estate or income generated from the real estate collateral. A portion of Regions’ IRE portfolio segment consists of loans secured by residential product types (land, single-family and condominium loans) within Regions’ markets. Additionally, this category includes loans made to finance income-producing properties such as apartment buildings, office and industrial buildings, and retail shopping centers. Total IRE loans increased $538 million in comparison to year-end 2025 balances due to increases in fundings to previously approved projects and new term loans for apartments and data centers. See the "Investor Real Estate" section in Regions' Annual Report on Form 10-K for the year ended December 31, 2025 for more information on details surrounding the investor real estate portfolio segment and underwriting criteria.

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Portfolios that are experiencing higher risk due to conditions such as inflationary pressures, higher interest rates, and adverse underlying market fundamentals (identified as portfolios of interest) include business offices and trucking (included within transportation and warehousing) at September 30, 2025 within Table 4 above. Recent and potential future interest rate cuts should ease pressure on borrowers across the entire loan portfolio.

Current wording

Portfolios that are experiencing higher risk due to conditions such as inflationary pressures, higher interest rates, and adverse underlying market fundamentals (identified as portfolios of interest) include business offices and trucking (included within transportation and warehousing) at March 31, 2026 within Table 4 above.

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The business offices portfolio remains a portfolio of interest due to low occupancy rates and reductions in net effective rents. The office portfolio totaled $1.1 billion and represented 1.2 percent of total loans at September 30, 2025. The office portfolio included non-performing loans of $113 million and had associated charge-offs of $51 million in the nine months ended September 30, 2025. Approximately 91 percent of the office portfolio was secured, with approximately 62 percent of secured balances located in the South region of the U.S, of which 80 percent were Class A properties. Approximately 55 percent of the office portfolio will mature in the next 12 months. Additionally, the IRE office portfolio had a weighted-average LTV of approximately 67 percent at September 30, 2025, based upon appraisal at origination or most recent received, and a stressed weighted-average LTV of approximately 88 percent as of October 6, 2025, based upon GreenStreet's Commercial Property Price Index. No new loan originations are being contemplated in this portfolio.

Current wording

While business offices portfolio remains a portfolio of interest, credit quality is improving. The office portfolio totaled $907 million and represented 0.9 percent of total loans at March 31, 2026, declining from $1.0 billion and 1.1 percent of loans at December 31, 2025. The office portfolio included non-performing loans of $98 million and had associated charge-offs of $1 million in the three months ended March 31, 2026. Approximately 97 percent of the office portfolio was secured, with approximately 61 percent of secured balances located in the South region of the U.S, of which 87 percent were Class A properties. Approximately 56 percent of the office portfolio will mature in the next 12 months. Additionally, the IRE office portfolio had a weighted-average LTV of approximately 64 percent at March 31, 2026, based upon appraisal at origination or most recent received, and a stressed weighted-average LTV of approximately 88 percent as of April 7, 2026, based upon GreenStreet's Commercial Property Price Index. While the office portfolio remains stressed, well-located, highly amenitized properties are observing improvements to property fundamentals. No new loan originations are being contemplated in this portfolio.

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The trucking portfolio remains a portfolio of interest as trucking companies have been working through one of the most prolonged downturns in the U.S. domestic freight market. The industry has experienced marginal improvement in 2025; however, freight demand remains soft and tariff policies may reduce demand further. The trucking portfolio totaled $1.3 billion and represented 1.3 percent of total loans at September 30, 2025. The trucking portfolio included non-performing loans of $117 million and had associated charge-offs of $52 million in the nine months ended September 30, 2025. New originations in the sector have been curtailed and those that occur are secured.

Current wording

The trucking portfolio remains a portfolio of interest as trucking companies have been working through one of the most prolonged downturns in the U.S. domestic freight market. While 2026 began with positive indicators including stable freight volumes and a constructive pricing environment, the conflict in the Middle East has created uncertainty related to operating costs, supply chain disruptions, and supply and demand dynamics. The trucking portfolio totaled $1.1 billion and represented 1.2 percent of total loans at March 31, 2026, declining from $1.2 billion and 1.3 percent of loans at December 31, 2025. The trucking portfolio included non-performing loans of $51 million and had associated charge-offs of $22 million in the three months ended March 31, 2026. New originations in the sector have been curtailed and those that occur are either secured or targeted towards larger companies.

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Residential first mortgage loans represent loans to consumers to finance a residence. These loans are typically financed over a 15 to 30 year term and, in most cases, are extended to borrowers to finance their primary residence. Total residential first mortgage loans decreased $213 million in comparison to year-end 2024 balances as payoffs and paydowns outpaced production.

Current wording

Residential first mortgage loans represent loans to consumers to finance a residence. These loans are typically financed over a 15 to 30 year term and, in most cases, are extended to borrowers to finance their primary residence. Total residential first mortgage loans decreased $144 million in comparison to year-end 2025 balances as payoffs and paydowns outpaced production.

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Beginning in December 2016, new home equity lines of credit have a 10-year draw period and a 20-year repayment term. During the 10-year draw period customers do not have an interest-only payment option, except on a very limited basis. From May 2009 to December 2016, home equity lines of credit had a 10-year draw period and a 10-year repayment term. Prior to May 2009, the predominant structure was a 20-year draw period with a balloon payment upon maturity. The term “balloon payment” means there are no principal payments required until the balloon payment is due for interest-only lines of credit.

Current wording

Since December 2016, home equity lines of credit are originated with a 10-year draw period and a 20-year repayment term. During the 10-year draw period customers do not have an interest-only payment option, except on a very limited basis. From May 2009 to December 2016, home equity lines of credit had a 10-year draw period and a 10-year repayment term. Prior to May 2009, the predominant structure was a 20-year draw period with a balloon payment upon maturity, which means there are no principal payments required until the balloon payment is due for interest-only lines of credit.

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Other consumer loans primarily include indirect and direct consumer loans, overdrafts and other revolving loans. Other consumer loans decreased $259 million from year-end 2024 driven by a decline in consumer home improvement lending production.

Current wording

Other consumer loans primarily include indirect and direct consumer loans, overdrafts and other revolving loans. Other consumer loans decreased $190 million from year-end 2025 driven by a decline in consumer home improvement lending due to seasonality.

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Regions considers factors such as periodic updates of FICO scores, accrual status, days past due status, unemployment rates, home prices, and geography as credit quality indicators for the consumer loan portfolio. FICO scores are obtained at origination and refreshed FICO scores are obtained by the Company quarterly for most consumer loans. For more information on credit quality indicators refer to Note 4 "Loans and the Allowance for Credit Losses".

Current wording

Regions considers factors such as periodic updates of FICO scores, accrual status, DPD status, unemployment rates, home prices, and geography as credit quality indicators for the consumer loan portfolio. FICO scores are obtained at origination and refreshed FICO scores are obtained by the Company quarterly for most consumer loans. For more information on credit quality indicators refer to Note 4 "Loans and the Allowance for Credit Losses".

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The allowance represents management's best estimate of expected losses over the life of the loan and credit commitment portfolios and consists of two components: the allowance for loan losses and the reserve for unfunded credit commitments. Unfunded credit commitments includes items such as letters of credit, financial guarantees and binding unfunded loan commitments. The allowance totaled $1.7 billion at both September 30, 2025 and December 31, 2024.

Current wording

The allowance represents management's best estimate of expected losses over the life of the loan and credit commitment portfolios and consists of two components: the allowance for loan losses and the reserve for unfunded credit commitments. Unfunded credit commitments includes items such as letters of credit, financial guarantees and binding unfunded loan commitments. The allowance totaled $1.6 billion at March 31, 2026 and $1.7 billion at December 31, 2025.

Previous wording

Regions' quarterly allowance estimation process utilizes loss forecasting models for pooled loans, specific reserves for significant individually evaluated non-performing loans, and qualitative adjustments for items not captured by the models including specific adjustments and general imprecision. Key inputs to Regions' loss forecasting models include, but are not limited to, loan risk ratings (commercial and investor real estate loans), maturity date, days past due and FICO scores (consumer loans), collateral values securing loans, and Regions' internally prepared baseline economic forecast. Changes in any of these factors, assumptions, or the availability of new information, could require the allowance to be adjusted in future periods, perhaps materially. Outputs from the loss forecasting models, in combination with Regions' qualitative framework and other analyses, inform management in its estimation of Regions' expected credit losses to ensure the overall allowance estimate is appropriate from both a bottom-up and top-down perspective. Actual losses could vary, perhaps materially, from management’s estimates. See Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2024 for more information.

Current wording

Regions' allowance estimation process utilizes loss forecasting models for pooled loans, specific reserves for significant individually evaluated non-performing loans, and qualitative adjustments for items not captured by the models including specific adjustments and general imprecision. Key inputs to Regions' loss forecasting models include, but are not limited to, loan risk ratings (commercial and investor real estate loans), maturity date, days past due and FICO scores (consumer loans), collateral values securing loans, and Regions' internally prepared baseline economic forecast. Changes in any of these factors, assumptions, or the availability of new information, could require the allowance to be adjusted in future periods, perhaps materially. Outputs from the loss forecasting models, in combination with Regions' qualitative framework and other analyses, inform management in its estimation of Regions' expected credit losses to ensure the overall allowance estimate is appropriate from both a bottom-up and top-down perspective. Current prevailing economic uncertainty and the potential for further disruption could influence future levels of the allowance. Actual losses could vary, perhaps materially, from management’s estimates. See Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2025 for more information.

Previous wording

Table 9 below reflects a range of macroeconomic factors utilized in the baseline economic forecast over the two-year R&S forecast period as of September 30, 2025. The unemployment rate is the most significant macroeconomic factor among the allowance models and as of the June 2025 baseline forecast was expected to remain relatively consistent over the forecast period.

Current wording

Table 9 below reflects a range of macroeconomic factors utilized in the baseline economic forecast over the two-year R&S forecast period as of March 31, 2026. The unemployment rate is the most significant macroeconomic factor among the allowance models and was expected to remain relatively consistent over the forecast period.

Previous wording

While it is the intent of Regions' quantitative allowance methodologies to reflect all risk factors, including incremental risk in portfolios identified as under stress, any estimate involves assumptions and uncertainties resulting in some level of imprecision. Regions' qualitative framework has a general imprecision component which is meant to acknowledge that model and forecast errors are inherent in any modeling estimate. In the third quarter of 2025, the general imprecision component increased due to uncertainty related to the government shutdown and continued elevated economic uncertainty partially offset by general model imprecision improvements.

Current wording

While it is the intent of Regions' quantitative allowance methodologies to reflect all risk factors, including incremental risk in portfolios identified as under stress, any estimate involves assumptions and uncertainties resulting in some level of imprecision. Regions' qualitative framework has a general imprecision component which is meant to acknowledge that model and forecast errors are inherent in any modeling estimate. At March 31, 2026, the general imprecision component increased compared to December 31, 2025 driven by crude oil price volatility and the unknown duration of the conflict in the Middle East.

Previous wording

The qualitative framework also has specific adjustment components which are reserves meant to capture specific issues or events that management believes are not adequately captured in the model outcomes. Qualitative adjustments for the third quarter of 2025 were reduced slightly from the second quarter of 2025 levels due to improvements in previously identified portfolios of interest.

Current wording

The qualitative framework also has specific adjustment components which are reserves meant to capture specific issues or events that management believes are not adequately captured in the model outcomes. Specific qualitative adjustments at March 31, 2026 were relatively stable compared to December 31, 2025.

Previous wording

Credit metrics are monitored throughout each quarter and are a key consideration in the allowance process. In the third quarter of 2025, overall asset quality improved. Commercial and investor real estate criticized balances decreased approximately $926 million from $4.6 billion in the second quarter to $3.7 billion in the third quarter of 2025. The decrease was due primarily to upgrades and significant payoffs during the quarter, which were fairly widespread across numerous industry portfolios. Non-performing loans, excluding held for sale, decreased approximately $18 million from $776 million in the second quarter to $758 million in the third quarter of 2025. See Table 11 for more details regarding non-performing assets. While the ratio of net charge-offs to average loans increased 8 basis points for the third quarter of 2025 compared to the second quarter of 2025, the majority of business services charge-offs related to previously identified portfolios of interest for which specific reserves had already been established. The combination of credit quality improvements and specific reserve changes drove a net decrease in the allowance during the third quarter.

Current wording

In the three months ended March 31, 2026, overall asset quality continued to improve. The ratio of net charge-offs to average loans decreased 5 basis points for the three months ended March 31, 2026 compared to the three months ended December 31, 2025 with the majority of business services charge-offs related to previously identified portfolios of interest for which specific reserves had already been established. While commercial and investor real estate criticized balances increased approximately $42 million from December 31, 2025 to March 31, 2026, the percentage as a total of business loans declined 16 basis points. See Table 10 for more details on business criticized loans and net charge-offs. Non-performing loans, excluding held for sale, decreased approximately $6 million from December 31, 2025 to March 31, 2026. See Table 12 for more details regarding non-performing assets. The combination of credit quality improvements and specific reserve releases due to charge-offs resulted in a decrease in the allowance at March 31, 2026 compared to December 31, 2025.

Previous wording

Based upon the factors discussed above, the September 30, 2025 allowance decreased $30 million compared to the second quarter of 2025 due primarily to improvement in commercial and investor real estate criticized loans, a decline in non-performing loans, and continued resolutions of loans within previously identified portfolios of interest, partially offset by a decline in the economic forecast.

Current wording

Based upon the factors discussed above, the March 31, 2026 allowance decreased $39 million compared to December 31, 2025. The allowance reduction resulted from overall credit quality improvement in the portfolio and meaningful progress in resolving loans within previously identified portfolios of interest, partially offset by an allowance increase for qualitative adjustments due to economic uncertainty.

Previous wording

Details regarding the allowance and net charge-offs, including an analysis of activity in the three and nine months ended September 30, 2025 and 2024, are included below:

Current wording

Details regarding the allowance and net charge-offs activity are summarized as follows:

Previous wording

Net charge-offs increased $18 million and $32 million for the three and nine months ended September 30, 2025, compared to the same periods in 2024, respectively. Economic trends such as interest rates, unemployment, volatility in commodity prices, collateral valuations and inflationary pressure will impact the future levels of net charge-offs and may result in volatility of certain credit metrics for the remainder of 2025 and beyond.

Current wording

Net charge-offs increased $7 million for the three months ended March 31, 2026 compared to the same period in 2025. Economic and qualitative trends such as interest rates, unemployment, volatility in commodity prices, collateral valuations and inflationary pressure will impact the future levels of net charge-offs and may result in volatility of certain credit metrics for 2026 and beyond.

Previous wording

Allocation of the allowance by portfolio segment and class is summarized as follows:

Current wording

The following table summarizes the allocation of the allowance by portfolio segment and class:

Previous wording

(2)Excludes residential first mortgage loans that are 100% guaranteed by the FHA and all guaranteed loans sold to Ginnie Mae where Regions has the right but not the obligation to repurchase. Total 90+ days or more past due guaranteed loans excluded were $48 million at September 30, 2025 and $55 million at December 31, 2024.

Current wording

(2)Excludes residential first mortgage loans that are 100% guaranteed by the FHA and all guaranteed loans sold to Ginnie Mae where Regions has the right but not the obligation to repurchase; however, includes Ginnie Mae repurchased loans with partial guarantees. Total 90+ days or more past due guaranteed loans excluded were $94 million at March 31, 2026 and $79 million at December 31, 2025.

Previous wording

Non-performing loans (excluding loans held for sale) at September 30, 2025 decreased $170 million as compared to year-end 2024 levels primarily due to reductions in the business offices, healthcare and apartments portfolios, which were partially offset by an increase in the manufacturing portfolio. The same economic trends that impact net charge-offs, as discussed above, will impact the future level of non-performing loans. Circumstances related to individually large credits could also result in volatility.

Current wording

Non-performing loans (excluding loans held for sale) at March 31, 2026 decreased $6 million as compared to year-end 2025. The same economic trends that impact net charge-offs, as discussed above, will impact the future level of non-performing loans. Circumstances related to individually large credits could also result in volatility.

Previous wording

The following tables provide an analysis of non-accrual loans (excluding loans held for sale) by portfolio segment:

Current wording

The following table provide an analysis of non-accrual loans (excluding loans held for sale) by portfolio segment:

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The risks to the baseline forecast are weighted to the downside. Current prevailing economic uncertainty and the potential for further disruption could likely influence future levels of the allowance.

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See the "Liquidity" section for more information. Also, see the “Supervision and Regulation—Liquidity Requirements” subsection of the “Business” section and the "Risk Factors" section in the 2024 Annual Report on Form 10-K for additional information.

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(1)Amounts have been calculated using whole dollar values and the prevailing interest accrual methodology.

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(2)Debt securities are included on an amortized cost basis with yield and net interest margin calculated accordingly.

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(3)Interest income on debt securities includes hedging income of $15 million and $7 million for the nine months ended September 30, 2025 and 2024, respectively.

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(4)Loans, net of unearned income include non-accrual loans for all periods presented.

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(5)Interest income on loans, net of unearned income, includes hedging expense of $192 million and $343 million for the nine months ended September 30, 2025 and 2024, respectively. Interest income on loans, net of unearned income, also includes net loan fees of $92 million and $105 million for the nine months ended September 30, 2025 and 2024 , respectively.

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(6)Total deposit costs may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest-bearing deposits and equaled 1.39% and 1.58% for the nine months ended September 30, 2025 and 2024, respectively.

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(7)The computation of taxable-equivalent net interest income is based on the statutory federal income tax rate of 21%, adjusted for applicable state income taxes net of the related federal tax benefit.

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Regions' liquidity policy requires the holding company to maintain cash sufficient to cover the greater of (1) 18 months of debt service and other cash needs or (2) a minimum cash balance of $500 million. Cash and cash equivalents at the holding company exceeded minimums and totaled $1.0 billion at September 30, 2025. Overall liquidity risk limits are established by the

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Board through its Risk Appetite Statement and Liquidity Policy. The Company's Board, LROC and ALCO regularly review compliance with the established limits.