10q10k10q10k.net
Regions Financial Corporation

Regions Financial CorporationRFEarnings & Financial Report

NYSE · Financials · Regional Banks

Regions Financial Corporation is an American bank holding company headquartered in the Regions Center in Birmingham, Alabama. The company provides retail and commercial banking, trust, stock brokerage, and mortgage services. Its banking subsidiary, Regions Bank, operates about 2,000 automated teller machines and 1,300 branches in 15 states in the Southern and Midwestern United States.

What changed in Regions Financial Corporation's 10-K — 2024 vs 2025

Top changes in Regions Financial Corporation's 2025 10-K

567 paragraphs added · 574 removed · 423 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

69 edited+17 added−27 removed141 unchanged
The federal banking agencies also are empowered to require affirmative actions to correct any violation or practice; issue administrative orders that can be judicially enforced; direct increases in capital; limit dividends and distributions; restrict growth; assess civil money penalties against institutions or individuals who violate any laws, regulations, orders or written agreements with the agencies; order termination of certain activities of holding companies or their non-bank subsidiaries; remove officers and directors; order divestiture of ownership or control of a non-banking subsidiary by a holding company; or terminate deposit insurance and appoint a conservator or receiver.
The federal bank regulators also are empowered to require affirmative actions to correct any violation or practice; issue administrative orders that can be judicially enforced; direct increases in capital; limit dividends and distributions; restrict growth; assess civil money penalties against institutions or individuals who violate any laws, regulations, orders or written agreements with the agencies; order termination of certain activities of holding companies or their non-bank subsidiaries; remove officers and directors; order divestiture of ownership or control of a non-banking subsidiary by a holding company; or terminate deposit insurance and appoint a conservator or receiver.
In addition, in the spring of 2022, federal banking regulators have imposed a new cybersecurity-related notification rule that requires banking organizations, including Regions and Regions Bank to notify their primary federal regulator as soon as possible and within 36 hours of incidents that, among other things, have materially disrupted or degraded, or are reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, or ability to carry out key operations of the banking organization, the failure of which would pose a threat to the stability of the U.S. financial sector.
In addition, in the spring of 2022, federal banking regulators imposed a cybersecurity-related notification rule that requires banking organizations, including Regions and Regions Bank to notify their primary federal regulator as soon as possible and within 36 hours of incidents that, among other things, have materially disrupted or degraded, or are reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, or ability to carry out key operations of the banking organization, the failure of which would pose a threat to the stability of the U.S. financial sector.
The principal provisions of Title III of the USA PATRIOT Act require that regulated financial institutions, including state member banks: (i) establish an anti-money laundering program that includes internal policies, procedures and internal controls, the designation of a chief compliance officer, as well as training and audit components; (ii) comply with regulations regarding the verification of the identity of any person seeking to open an account; (iii) take additional required precautions with non-U.S. owned accounts; and (iv) perform certain due diligence on private bank accounts and due diligence on and verification and certification of money laundering risk for their foreign correspondent banking relationships.
The principal provisions of Title III of the USA PATRIOT Act require that regulated financial institutions, including state member banks: (i) establish an anti-money laundering program that includes internal policies, procedures and internal controls, the designation of a chief compliance officer, as well as training and audit 17 Table of Contents components; (ii) comply with regulations regarding the verification of the identity of any person seeking to open an account; (iii) take additional required precautions with non-U.S. owned accounts; and (iv) perform certain due diligence on private bank accounts and due diligence on and verification and certification of money laundering risk for their foreign correspondent banking relationships.
The severity of these mandatory and discretionary supervisory actions depends upon the capital category in which the institution is placed. Subject to a narrow exception, the FDIA requires the banking regulator to appoint a receiver or conservator for an institution that is critically undercapitalized. As of December 31, 2024, both Regions and Regions Bank were well-capitalized.
The severity of these mandatory and discretionary supervisory actions depends upon the capital category in which the institution is placed. Subject to a narrow exception, the FDIA requires the banking regulator to appoint a receiver or conservator for an institution that is critically undercapitalized. As of December 31, 2025, both Regions and Regions Bank were well-capitalized.
Yet, such changes may have a material impact on Regions’ business, financial condition or results of operations. We will continue to evaluate the impact of any changes in law and any new regulations promulgated, including changes in regulatory costs and fees, modifications to consumer products or disclosures and the requirements of the enhanced supervision provisions, among others.
Yet, such changes may have a material impact on Regions’ business, financial condition or results of operations. We will continue to evaluate the impact of any changes in laws and any new regulations promulgated, including changes in regulatory costs and fees, modifications to consumer products or disclosures and the requirements of the enhanced supervision provisions, among others.
The CCAR process is intended to help ensure that BHCs have robust, forward-looking capital planning processes that account for each company’s unique risks and that permit continued operations during times of economic and financial stress.
The CCAR process is intended to help ensure that BHCs have robust, forward-looking capital planning processes that account for each company’s unique risks and that allow for continued operations during times of economic and financial stress.
This tool provides the ability to inventory the skills our associates have, allowing us to target our development efforts on specific areas where elevated skills are needed. Regions also offers leader development programs created to help people managers understand how to evaluate performance by leveraging the power of a strengths-based and engagement-focused workforce and culture.
This tool provides the ability to inventory the skills our associates have, allowing us to target our development efforts on specific areas where 19 Table of Contents elevated skills are needed. Regions also offers leader development programs created to help people managers understand how to evaluate performance by leveraging the power of a strengths-based and engagement-focused workforce and culture.
Additionally, as a 12 Table of Contents Category IV firm, Regions is required to engage in certain practices, including, but not limited to: (i) calculating collateral positions monthly; (ii) establishing an internally determined set of liquidity risk limits; (iii) monitoring elements of intraday liquidity risk exposures; and (iv) reporting liquidity data on the FR 2052a on a monthly basis.
Additionally, as a Category IV firm, Regions is required to engage in certain practices, including, but not limited to: (i) calculating collateral positions monthly; (ii) establishing an internally determined set of liquidity risk limits; (iii) monitoring elements of intraday liquidity risk exposures; and (iv) reporting liquidity data on the FR 2052a on a monthly basis.
Regulators also must take into consideration: (i) concentrations of credit risk; (ii) interest rate risk (when the interest rate sensitivity of an institution’s assets does not match the sensitivity of its liabilities or its off-balance sheet position); and (iii) risks from non-traditional activities, as well as an institution’s ability to manage those risks, when determining the adequacy of an institution’s capital.
Regulators also must take into consideration: (i) concentrations of credit risk; (ii) interest rate risk (when the interest rate sensitivity of an institution’s assets does not match the sensitivity of 12 Table of Contents its liabilities or its off-balance sheet position); and (iii) risks from non-traditional activities, as well as an institution’s ability to manage those risks, when determining the adequacy of an institution’s capital.
This framework is intended primarily for the protection of depositors, the FDIC’s DIF and the banking system as a whole and is not intended for the protection of shareholders or other investors. 9 Table of Contents Banking and other financial services statutes, regulations and policies are continually under review by U.S. Congress, state legislatures and federal and state regulatory agencies.
This framework is intended primarily for the protection of depositors, the FDIC’s DIF and the banking system as a whole and is not intended for the protection of shareholders or other investors. Banking and other financial services statutes, regulations and policies are continually under review by U.S. Congress, state legislatures and federal and state regulatory agencies.
Generally, a bank’s covered transactions with any single affiliate are limited to 10% of the bank’s capital stock and surplus and covered transactions with all affiliates are limited to 20% of the bank’s capital stock and surplus. Deposit Insurance Regions Bank’s deposits are insured by the FDIC up to the applicable limits, which is currently $250,000 per account ownership type.
Generally, a bank’s covered transactions with any single affiliate are limited to 10% of the bank’s capital stock and surplus and covered transactions with all affiliates are limited to 20% of the bank’s capital stock and surplus. 14 Table of Contents Deposit Insurance Regions Bank’s deposits are insured by the FDIC up to the applicable limits, which is currently $250,000 per account ownership type.
If adopted, this proposal would require the Company and Regions Bank to each maintain a minimum outstanding eligible long-term debt amount of no less than the greatest of (i) 6% of risk-weighted assets, (ii) 2.5% of total leverage exposure and (iii) 3.5% of average total consolidated assets.
If adopted, this proposal would require the Company and Regions Bank to each maintain a minimum outstanding eligible long-term debt amount of no less than the greatest of (i) 6% of RWAs, (ii) 2.5% of total leverage exposure and (iii) 3.5% of average total consolidated assets.
The federal banking regulators regularly issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial institutions. A financial institution is expected to establish multiple lines of defense against security threats and to ensure their risk management processes appropriately address the risk posed by potential threats to the institution.
The federal banking regulators regularly issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial institutions. A financial institution is expected to establish multiple lines of defense against security threats and to ensure their risk management processes appropriately address the risk posed by potential threats 16 Table of Contents to the institution.
Regions provides financial solutions for a wide range of clients including retail and mortgage banking services, commercial banking services and wealth and investment services. Further, Regions and its subsidiaries deliver other financial services capabilities described below.
Regions provides financial solutions for a wide range of clients including retail and mortgage banking services, commercial banking services and wealth and investment services. Further, Regions and its subsidiaries deliver other financial services operations described below.
In addition, the DGCL does not permit Regions to repurchase shares of its capital stock where the repurchase would cause an impairment of the capital of the corporation. Support of Subsidiary Banks Under the Dodd-Frank Act, Regions is expected to act as a source of financial strength to, and to commit resources to support, its subsidiary bank.
In addition, the DGCL does not permit Regions to repurchase shares of its capital stock where the repurchase would cause an impairment of the capital of the corporation. 13 Table of Contents Support of Subsidiary Banks Under the Dodd-Frank Act, Regions is expected to act as a source of financial strength to, and to commit resources to support, its subsidiary bank.
This support may be required at times when Regions may not be inclined to provide it. 14 Table of Contents Limits on Exposure to One Borrower and Exposure to Insiders Alabama banking law imposes limits on the amount of credit a bank can extend to any one person (or group of related persons).
This support may be required at times when Regions may not be inclined to provide it. Limits on Exposure to One Borrower and Exposure to Insiders Alabama banking law imposes limits on the amount of credit a bank can extend to any one person (or group of related persons).
Senate. Regulatory Capital Requirements Regions and Regions Bank are each required to comply with applicable capital adequacy standards established by the Federal Reserve, which are based on the Basel III framework.
Regulatory Capital Requirements Regions and Regions Bank are each required to comply with applicable capital adequacy standards established by the Federal Reserve, which are based on Basel III.
In July 2023, the U.S. banking regulators issued a proposal to revise the risk-based capital standards applicable to Regions, which generally aligns with the global Basel Accord.
In July 2023, the U.S. banking regulators issued a proposal to revise the risk-based capital standards applicable to Regions, which generally aligned with the global Basel Accord.
Safety and Soundness The federal banking agencies have adopted a set of guidelines prescribing safety and soundness standards relating to internal controls and information systems, informational security, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits.
Safety and Soundness The federal banking agencies have adopted a set of guidelines prescribing safety and soundness standards relating to such areas as internal controls and information systems, informational security, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits.
The guidance sets forth the following three key principles with respect to incentive 18 Table of Contents compensation arrangements: (i) the arrangements should provide employees with incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk; (ii) the arrangements should be compatible with effective controls and risk management; and (iii) the arrangements should be supported by strong corporate governance.
The guidance sets forth the following three key principles with respect to incentive compensation arrangements: (i) the arrangements should provide employees with incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk; (ii) the arrangements should be compatible with effective controls and risk management; and (iii) the arrangements should be supported by strong corporate governance.
Also available on our website are our (i) Corporate Governance Principles, (ii) Code of Business Conduct and Ethics, (iii) Code of Ethics for Senior Financial Officers, (iv) Fair Disclosure Policy, (v) the charters of our Audit Committee, Compensation and Human Resources Committee, Nominating and Corporate Governance Committee, Risk Committee, Technology Committee, and Executive Committee, and (vi) a number of voluntary disclosures, reports and other documents.
Also available on our website are our (i) Corporate Governance Principles, (ii) Code of Business Conduct and Ethics, (iii) Code of Ethics for Senior Financial Officers, (iv) Fair Disclosure Policy, (v) the charters of our Audit Committee, CHR Committee, Nominating and Corporate Governance Committee, Risk Committee, Technology Committee, and Executive Committee, and (vi) a number of voluntary disclosures, reports and other documents.
The program should be designed to ensure the security and confidentiality of customer information, protect against unanticipated 17 Table of Contents threats or hazards to the security or integrity of such information, and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer.
The program should be designed to ensure the security and confidentiality of customer information, protect against unanticipated threats or hazards to the security or integrity of such information, and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer.
The CHR Committee strategically meets with subject matter experts regarding talent management and acquisition, succession planning, associate conduct, associate learning and development, inclusive practices, and associate retention.
The CHR Committee strategically meets with subject matter experts regarding talent management and acquisition, succession planning, associate conduct, associate learning and development, and associate retention.
The need to attract, retain and develop the right talent to accomplish our strategic plan is central to our success. As of December 31, 2024, Regions and its subsidiaries had 19,644 full-time equivalent employees supporting our consumer and commercial banking, wealth management and mortgage product and services primarily across the Southeast and Midwest.
The need to attract, retain and develop the right talent to accomplish our strategic plan is central to our success. As of December 31, 2025, Regions and its subsidiaries had 19,969 full-time equivalent employees supporting our consumer and commercial banking, wealth management and mortgage product and services primarily across the Southeast, Midwest and Texas.
In addition to federal registration, state securities commissions require the registration of certain broker-dealers and investment advisers. Competition All aspects of our business are highly competitive.
In addition to federal registration, state securities commissions require the registration of certain broker-dealers and investment advisers. 18 Table of Contents Competition All aspects of our business are highly competitive.
Additionally, on a quarterly basis the CHR Committee reviews the HCM Dashboard which includes a mixture of trending and point-in-time metrics designed to provide information and analysis of workforce demographics; talent acquisition; workforce stability (retention, turnover, etc.); and associate conduct and engagement.
Additionally, on a quarterly basis the CHR Committee reviews the HCM Dashboard which includes a mixture of trending and point-in-time metrics designed to provide information about, and analysis of, our workforce, including its stability (retention, turnover, etc.); talent acquisition; and associate conduct and engagement.
Additionally, the enactment of the CIRCIA in 2022, once rulemaking is complete, will require, among other things, covered entities to report significant cyber incidents, including ransomware attacks, to the CISA Further, in 2023, the SEC adopted regulations requiring public companies to disclose certain information regarding material cybersecurity incidents impacting those companies, as well as descriptions about how they manage material cybersecurity risks.
Additionally, the enactment of the Cyber Incident Reporting for Critical Infrastructure Act of 2022, once rulemaking is complete, will require, among other things, covered entities to report significant cyber incidents, including ransomware attacks, to the CISA Further, in 2023, the SEC adopted regulations requiring public companies to disclose certain information regarding material cybersecurity incidents impacting those companies, as well as descriptions about how they manage material cybersecurity risks.
Further, despite delays in obtaining regulatory approvals, we expect consolidation in the financial services industry to continue, which may produce larger, better-capitalized and more geographically diverse companies that are capable of offering a wide array of financial products and services at competitive prices.
Further, we expect consolidation in the financial services industry to continue, which may produce larger, better-capitalized and more geographically diverse companies that are capable of offering a wide array of financial products and services at competitive prices.
The final rule provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). Regions adopted the capital transition relief over the permissible five-year period.
The final rule provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). Regions adopted the capital transition relief over the permissible five-year period which concluded in the first quarter of 2025.
Regions Bank would be required to issue the minimum amount of eligible long-term debt to the Company, and the Company would be required to issue the minimum amount of eligible long-term debt externally.
Regions Bank would be required to issue the minimum amount of eligible long-term debt to the Company, 11 Table of Contents and the Company would be required to issue the minimum amount of eligible long-term debt externally.
In addition, technology has lowered barriers to entry and made it possible for non-banks to offer traditional bank or bank-like products and services and therefore compete with financial institutions like us in providing electronic, internet-based and mobile phone-based financial solutions. In particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow.
In addition, technology has lowered barriers to entry and made it possible for non-banks to offer traditional bank or bank-like products and services and therefore compete with financial institutions like us. In particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow.
For more details on the special assessment, see the “Non-Interest Expense” section of Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.
The payments are deductible for income taxes. For more details on the special assessment, see the “Non-Interest Expense” section of Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.
Branches Florida 270 Tennessee 195 Alabama 185 Georgia 117 Mississippi 98 Texas 86 Louisiana 80 Arkansas 55 Missouri 48 Illinois 40 Indiana 40 South Carolina 18 Kentucky 9 North Carolina 6 Iowa 5 Utah 1 Total 1,253 Other Financial Services Operations In addition to its banking operations, Regions and its subsidiaries deliver specialty capabilities including merger and acquisition advisory services, capital markets solutions, home improvement lending, investment advisory services, equipment financing for commercial clients and small business customers, low income housing tax credit corporate fund syndication and asset management, financing to CRA-qualified customers, investment and insurance products, broker-dealer services to commercial clients, and others.
Branches Florida 270 Tennessee 194 Alabama 184 Georgia 117 Mississippi 97 Texas 85 Louisiana 79 Arkansas 55 Missouri 48 Illinois 40 Indiana 40 South Carolina 18 Kentucky 9 North Carolina 6 Iowa 4 Utah 1 Total 1,247 Other Financial Services Operations In addition to its banking operations, Regions and its subsidiaries deliver specialty capabilities including merger and acquisition advisory services, capital markets solutions, home improvement lending, investment advisory services, equipment financing for commercial clients and small business customers, low income housing tax credit corporate fund syndication and asset management, financing to CRA-qualified customers, investment and insurance products, broker-dealer services to commercial clients, and others.
Compensation Practices Our compensation practices are subject to oversight by the Federal Reserve. The federal banking regulators have provided guidance designed to ensure that incentive compensation arrangements at banking organizations take into account risk and are consistent with safe and sound practices.
The federal banking regulators have provided guidance designed to ensure that incentive compensation arrangements at banking organizations take into account risk and are consistent with safe and sound practices.
The proposal would introduce a new measure of RWAs, which would reflect the proposed new standardized approaches for credit risk, operational risk and credit valuation adjustment risk, as well as a proposed new measure for market risk that would be based on both internal models and standardized supervisory models of market risk.
The proposal would have introduced a new measure of RWAs, which would reflect certain standardized approaches for credit risk, operational risk and credit valuation adjustment risk, as well as a proposed measure for market risk that would have been based on both internal models and standardized supervisory models of market risk.
At December 31, 2024, Regions operated 2,011 ATMs and 1,253 total branch outlets primarily across the South, Midwest and Texas. The following table reflects the distribution of branch locations in each of the states in which Regions conducts its banking operations.
At December 31, 2025, Regions operated 1,786 ATMs and 1,247 total branch outlets primarily across the South, Midwest and Texas. The following table reflects the distribution of branch locations in each of the states in which Regions conducts its banking operations.
Based on the FDIC’s recent projections, however, the FDIC determined that the DIF reserve ratio is at risk of not reaching the statutory minimum by the statutory deadline of September 30, 2028 without increasing the deposit insurance assessment rates.
This plan did not include an increase in the deposit insurance assessment rate. Based on the FDIC’s recent projections, however, the FDIC determined that the DIF reserve ratio is at risk of not reaching the statutory minimum by the statutory deadline of September 30, 2028 without increasing the deposit insurance assessment rates.
Many of our non-bank competitors are not subject to the same extensive regulations we are and, therefore, may have greater flexibility in competing for business. Regions provides an array of digital products and services to our customers and we expect a bank’s digital offerings to be a key competitive differentiator.
Many of our non-bank competitors are not subject to the same extensive regulations we are and, therefore, may have greater flexibility in competing for business. As digital capabilities have become a competitive necessity, Regions provides an array of digital products and services to our customers.
At December 31, 2024, Regions had total consolidated assets of approximately $157.3 billion, total consolidated deposits of approximately $127.6 billion and total consolidated shareholders’ equity of approximately $17.9 billion. The terms “Regions,” the “Company,” “we,” “us” and “our” as used herein mean collectively Regions Financial Corporation, a Delaware corporation, together with its subsidiaries when or where appropriate.
At December 31, 2025, Regions had total consolidated assets of approximately $158.8 billion, total consolidated deposits of approximately $131.1 billion and total consolidated shareholders’ equity of approximately $19.0 billion. The terms “Regions,” the “Company,” “we,” “us” and “our” as used herein mean collectively Regions Financial Corporation, a Delaware corporation, together with its subsidiaries when or where appropriate.
Whether and how the guidance might be further changed or interpreted by the new administration is uncertain. 16 Table of Contents Depositor Preference Under federal law, claims of depositors and certain claims for both administrative expenses and employee compensation against an IDI would be afforded a priority over other general unsecured claims against such an institution in the “liquidation or other resolution” of such an institution by any receiver.
Depositor Preference Under federal law, claims of depositors and certain claims for both administrative expenses and employee compensation against an IDI would be afforded a priority over other general unsecured claims against such an institution in the “liquidation or other resolution” of such an institution by any receiver.
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for details on minimum capital ratios and those needed to be well capitalized.
See Note 12 "Regulatory Capital Requirements and Restrictions" in Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for details on minimum capital ratios and those needed to be well capitalized.
The scope of the laws and regulations and the intensity of the supervision to which Regions is subject have increased in recent years, initially in response to the financial crisis, and more recently in light of other factors, including the failure of U.S. depository institutions in the first half of 2023, technological factors, market changes, climate change concerns, as well as increased scrutiny and possible denials of bank mergers and acquisitions by federal banking regulators.
The scope of the laws and regulations and the intensity of the supervision to which Regions is subject have increased in recent years, initially in response to the financial crisis, and more recently in light of other factors, including the failure of U.S. depository institutions in the first half of 2023, technological factors and market changes.
Resolution Planning Category IV firms such as Regions are not required to submit 165(d) resolution plans. The FDIC separately requires insured depositary institutions with $50 billion or more in total assets, such as Regions Bank, to submit to the FDIC periodic plans for resolution in the event of the bank’s failure.
Resolution Planning Category IV firms such as Regions are not required to submit 165(d) resolution plans. The FDIC separately requires IDIs with $100 billion or more in total assets, such as Regions Bank, to submit to the FDIC plans for resolution in the event of the bank’s failure every three years with limited supplements filed in the off years.
Information included on our website is not incorporated into, or otherwise made a part of, this Annual Report on Form 10-K.
Information included on our website is not incorporated into, or otherwise made a part of, this Annual Report on Form 10-K, and references to our website are intended to be inactive textual references only.
The Basel III Rules, among other things, include both risk-based requirements, which compare three measures of capital to RWAs, as well as leverage requirements, which in the case of Category IV banking organizations such as Regions, consist of the Tier 1 leverage ratio described below.
The Basel III Rules, among other things, include both risk-based requirements, which compare three measures of capital to RWAs, as well as leverage requirements, which in the case of Category IV banking organizations such as Regions, consist of the Tier 1 leverage ratio described below. 10 Table of Contents The capital rules also require firms to maintain a buffer (referred to as the SCB) consisting of solely CET1 capital, in addition to the minimum risk-based requirements.
Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a general or specific license from OFAC.
Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a general or specific license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences.
During a year in which a Category IV banking organization does not undergo a supervisory stress test, it will receive an updated SCB requirement that reflects its updated planned common stock dividends.
As a Category IV banking organization, the capital degradation component of the SCB is calculated every other year, in even-numbered years. During a year in which a Category IV banking organization does not undergo a supervisory stress test, it will receive an updated SCB requirement that reflects its updated planned common stock dividends.
Under the rule, the assessment base for the special assessment is equal to an IDI’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion of uninsured deposits.
Under the rule, the assessment base for the special assessment is equal to an IDI’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion of uninsured deposits. The FDIC anticipates that the total amount of the special assessment will be collected for a total of eight quarterly assessment periods.
FDIA and Prompt Corrective Action The FDIA requires the federal banking agencies to take prompt corrective action in respect of depository institutions that do not meet specified capital requirements.
Regions Bank timely submitted its most recent IDI resolution plan in June 2025. FDIA and Prompt Corrective Action The FDIA requires the federal banking agencies to take prompt corrective action in respect of depository institutions that do not meet specified capital requirements.
This proposal was subject to a comment period that closed January 16, 2024. The Company will continue to evaluate this proposal and the potential impacts, if adopted as proposed. For more information, see the “Regulatory Requirements” section of Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.
The Company will continue to evaluate this proposal, as well as any potential future changes to the proposal, and the potential impacts on Regions. For more information, see the “Regulatory Requirements” section of Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.
The CRA record of each subsidiary bank of a FHC also is assessed by the Federal Reserve in connection with reviewing any proposed acquisition or merger application. Regions Bank’s most recent CRA rating from the Federal Reserve was “Satisfactory.” In October 2023, the Federal Reserve, FDIC and OCC issued a final rule to amend their regulations implementing the CRA.
The CRA record of each subsidiary bank of a FHC also is assessed by the Federal Reserve in connection with reviewing any proposed acquisition or merger application. Regions Bank’s most recent CRA rating from the Federal Reserve was “Satisfactory.” Compensation Practices Our compensation practices are subject to oversight by the Federal Reserve.
As a Category IV banking organization, Regions’ SCB is determined through the Federal Reserve’s CCAR supervisory stress tests which include analyses using baseline and severely adverse economic and financial scenarios.
As a Category IV banking organization, Regions’ SCB is determined through the Federal Reserve’s CCAR supervisory stress tests which include analyses using baseline and severely adverse economic and financial scenarios. Regions’ SCB requirement is determined by adding the Federal Reserve’s modeled capital degradation, in the supervisory severely adverse scenario, plus four quarters of planned common stock dividends.
The FDIC imposes a risk-based deposit premium assessment system that determines assessment rates for an IDI based on an assessment rate calculator, which is based on a number of elements to measure the risk each IDI poses to the 15 Table of Contents DIF.
The FDIC imposes a risk-based deposit premium assessment system that determines assessment rates for an IDI based on an assessment rate calculator, which is based on a number of elements to measure the risk each IDI poses to the DIF. The assessment rate is applied to total average assets less tangible equity, as defined under the Dodd-Frank Act.
Business Segments Regions operates under three reportable segments: Corporate Bank, Consumer Bank, and Wealth Management, with the remainder in Other. See "Note 22 "Business Segment Information" in Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for details on each of Regions reportable segments.
Business Segments Regions operates under three reportable segments: Corporate Bank, Consumer Bank, and Wealth Management, with the remainder in Other. See "Note 22 "Business Segment Information" in Item 8.
To address safety and soundness, Regions Bank is expected to have active board and senior management oversight; adequate policies, procedures and limits; adequate risk measurement, monitoring and management information systems; and comprehensive and effective internal controls.
New products and services, TPRM and cybersecurity are critical sources of operational risk that financial institutions are expected to address in the current environment. To address safety and soundness, Regions Bank is expected to have active board and senior management oversight; adequate policies, procedures and limits; adequate risk measurement, monitoring and management information systems; and comprehensive and effective internal controls.
These regulatory agencies generally have broad enforcement authority and discretion to impose restrictions and limitations on the operations of a regulated entity, including the imposition of substantial monetary penalties and non-monetary requirements against a regulated entity where the relevant agency determines that the operations of the regulated entity or any of its subsidiaries fail to comply with applicable laws or regulations, are conducted in an unsafe or unsound manner or represent an unfair or deceptive act or practice. 10 Table of Contents Permissible Activities under the BHC Act The BHC Act limits the activities permissible for BHCs to the business of banking, managing or controlling banks and such other activities as the Federal Reserve has determined to be so closely related to banking as to be properly incidental thereto.
The federal bank regulators generally have broad enforcement authority and discretion to impose restrictions and limitations on the operations of a regulated entity, including the imposition of substantial monetary penalties and non-monetary requirements against a regulated entity where the relevant agency determines that the operations of the regulated entity or any of its subsidiaries fail to comply with applicable laws or regulations, are conducted in an unsafe or unsound manner or represent an unfair or deceptive act or practice.
Some of the regulatory pronouncements have focused on operational risk, which arises from the potential that inadequate information systems, operational problems, 13 Table of Contents breaches in internal controls, fraud or unforeseen catastrophes will result in unexpected losses.
The agencies have identified a spectrum of risks facing banking institutions including, but not limited to, credit, market, liquidity, operational, legal, compliance and reputational risk. Some of the regulatory pronouncements have focused on operational risk, which arises from the potential that inadequate information systems, operational problems, breaches in internal controls, fraud or unforeseen catastrophes will result in unexpected losses.
The rule increases the engagement between the FDIC and covered IDIs on resolution matters, requires periodic testing to validate key capabilities and processes needed in a resolution and introduces a new credibility standard that will be used to evaluate the full resolution plan submissions.
The requirements increase the engagement between the FDIC and covered IDIs on resolution matters, give the FDIC the authority to periodically test key capabilities and processes needed in a resolution, and introduce a new credibility standard to evaluate the full resolution plan submissions.
The regulations could reduce the fees that Regions receives, alter the way Regions provides its products and services or expose Regions to greater risk of private litigation or regulatory enforcement action. For example, the CFPB has, among other things, issued final rules as part of an initiative to reduce the amounts and types of fees financial institutions may charge.
The regulations could reduce the fees that Regions receives, alter the way Regions provides its products and services or expose Regions to greater risk of private litigation or regulatory enforcement action.
The FDIC, as required under the FDIA, established a plan in September 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35 percent within eight years. This plan did not include an increase in the deposit insurance assessment rate.
The assessment rate schedule can change from time to time at the discretion of the FDIC, subject to certain limits. Under the current system, premiums are assessed quarterly. The FDIC, as required under the FDIA, established a plan in September 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35 percent within eight years.
The capital rules also require firms to maintain a buffer (referred to as the SCB) consisting of solely CET1 capital, in addition to the minimum risk-based requirements. Failure to satisfy the buffer requirement in full results in graduated constraints on capital distributions, including dividends and share repurchases, and discretionary executive compensation.
Failure to satisfy the buffer requirement in full results in graduated constraints on capital distributions, including dividends and share repurchases, and discretionary executive compensation.
These subsidiaries are, as a result, subject to regulation and examination by the SEC, FINRA and other self-regulatory organizations.
Regulation of Broker Dealers and Investment Advisers Our subsidiaries, Regions Securities and BlackArch Securities LLC, are registered broker-dealers with the SEC and FINRA, and Regions Investment Management, Inc. and Highland Associates, Inc. are registered investment advisers with the SEC. These subsidiaries are, as a result, subject to regulation and examination by the SEC, FINRA and other self-regulatory organizations.
Under the Federal Reserve’s Large Financial Institution Rating System, component ratings are assigned for capital planning, liquidity risk management, and governance and controls. To be considered “well managed” under this rating system, a firm must be rated “broadly meets expectations” or “conditionally meets expectations” for each of its three component ratings.
Under the Federal Reserve’s Large Financial Institution Rating System, component ratings are assigned for capital planning, liquidity risk management, and governance and controls.
Moreover, the United States Congress has considered, and is currently considering, various proposals for more comprehensive data privacy and cybersecurity legislation, to which Regions and/or Regions Bank may be subject if passed. We expect this trend of state and federal activity to persist, and we continue to monitor such developments in the geographic areas in which our customers are located.
Moreover, the United States Congress has considered, and will likely in the future consider, various proposals for more comprehensive data privacy and cybersecurity legislation, to which Regions and/or Regions Bank may be subject if passed.
The proposal has not been finalized. Recent public statements suggest changes to the proposal will ultimately be made before it is finalized. The Company will continue to evaluate this proposal, as well as any potential future changes to the proposal, and the potential impacts on Regions.
That re-proposal is expected in early 2026. The Company will continue to evaluate this proposal, as well as any potential future changes to the proposal, and the potential impacts on Regions.
Although our position varies in different markets, we believe that our affiliates effectively compete with other financial services companies in their relevant market areas. Human Capital One pillar of our strategic priorities at Regions is the commitment to “Build the Best Team”. We believe one of the biggest differentiators of our performance is the people we employ.
Nevertheless, we believe that we can effectively adapt our products, technologies and strategic partnerships to evolving customer preferences. Human Capital One pillar of our strategic priorities at Regions is the commitment to “Build the Best Team”. We believe one of the biggest differentiators of our performance is the people we employ.
Our recruiting technology is agile, user friendly and allows us to offer to candidates a robust understanding of our needs, requirements and a view of our culture to support the building of an inclusive and engaged workforce. 20 Table of Contents Regions provides transparency into our workforce demographics by disclosing 2023 EEO-1 results on our 2023 Workforce Demographics Report available on our website, www.regions.com.
Our recruiting technology is agile, user friendly and allows us to offer to candidates a robust understanding of our needs, requirements and a view of our culture to support the building of an engaged workforce. We also consider it critical to our success to invest in the professional development of all of our associates.
Supervision and Regulation We are subject to the extensive regulatory and supervisory framework applicable to BHCs and their subsidiaries.
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for details on each of Regions reportable segments. 8 Table of Contents Supervision and Regulation We are subject to the extensive regulatory and supervisory framework applicable to BHCs and their subsidiaries.
The Company's results of the 2024 stress test from the Federal Reserve reflect that the Company exceeded all minimum capital levels. The Company's SCB will remain floored at 2.5 percent from the fourth quarter of 2024 through the third quarter of 2025. See Note 12 "Regulatory Capital Requirements and Restrictions" in Item 8.
As a Category IV bank, Regions was not required to participate in the 2025 stress test. Nonetheless, like other Category IV banking organizations, the Company did receive results from the Federal Reserve during the second quarter of 2025. From the fourth quarter of 2025 through the third quarter of 2026, the Company's SCB will remain floored at 2.5 percent.
Removed
The results of examinations by any of Regions’ federal bank regulators potentially can result in the imposition of significant limitations on Regions’ activities and growth.
Added
To be considered “well managed” under this rating system, a firm must be rated “broadly meets expectations” or “conditionally meets expectations” for at least two of its three component ratings. 9 Table of Contents The federal bank regulators have broad supervisory and enforcement authority over BHCs and banks, including the power to conduct examinations and investigations, which potentially can result in the imposition of significant limitations on Regions’ activities and growth.
Removed
Pause on Major Federal Reserve Rulemakings In January 2025, the Federal Reserve stated that Vice Chair for Supervision Michael Barr would step down from the position, effective February 28, 2025. The Federal Reserve stated that it will not issue any major rulemaking from the time of the announcement until a new vice chair for supervision is confirmed by the U.S.
Added
Permissible Activities under the BHC Act The BHC Act limits the activities permissible for BHCs to the business of banking, managing or controlling banks and such other activities as the Federal Reserve has determined to be so closely related to banking as to be properly incidental thereto.
Removed
Regions’ SCB requirement is determined by adding the Federal Reserve’s modeled capital degradation, in the supervisory severely adverse scenario, plus four quarters of planned common 11 Table of Contents stock dividends. As a Category IV banking organization, the capital degradation component of the SCB is calculated every other year, in even-numbered years.
Added
In February 2026, the Federal Reserve voted to maintain SCB requirements at current levels through the third quarter of 2027 to allow time for public feedback on proposed changes to supervisory stress testing models. As such Regions SCB will remain floored at 2.5 percent through the third quarter of 2027.
Removed
For Category III and IV institutions, this includes removing the AOCI opt-out in calculating regulatory capital. The proposal, if enacted, would have an effective date of July 1, 2025, with certain elements, such as the recognition of accumulated other comprehensive income in regulatory capital and changes in risk-weighted assets calculated under the Expanded Risk-Based Approach, having a three-year phase-in period.
Added
For Category III and IV institutions, this included removing the AOCI opt-out in calculating regulatory capital. The original proposal, which was scheduled to be implemented in July 2025, was not enacted. In light of the adverse reaction to the Proposal, the Federal Reserve announced that it would publish a re-proposal of its regulations finalizing the Basel III standards.
Removed
Regions Bank submitted its most recent resolution plan in November 2022.
Added
This proposal was subject to a comment period that closed January 16, 2024. The Company will continue to evaluate this proposal and the potential impacts, if adopted as proposed.
Removed
On June 20, 2024, the FDIC approved a final rule to amend its current resolution plan rule to modify the required frequency and informational content of resolution plan submissions applicable to certain IDIs, which describe the IDI’s strategy for a rapid and orderly resolution in the event of material financial distress or failure.

… 33 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

97 edited+41 added−35 removed259 unchanged
We expect to make additional investments in innovation and technology to address technological disruption in the industry and improve client offerings and service. These changes allow us to better serve the our clients and to reduce costs.
We expect to make additional investments in innovation and technology to address technological disruption in the industry and improve client offerings and service. These changes allow us to better serve our clients and to reduce costs.
Additionally, if insurance obtained by our borrowers is insufficient to cover any losses sustained to the collateral, the decreases in the value of collateral securing our loans as a result of natural disasters or other related events could adversely impact our financial condition and results of operations.
Additionally, if insurance obtained by our borrowers is insufficient to cover any losses sustained to the collateral, the decreases in the value of collateral securing our loans as a result of natural disasters or other related events could adversely impact our financial condition and results of operations.
While we believe the risk of a court declining to enforce our forum selection provisions is low, if a court were to determine either forum selection provision to be illegal, invalid or unenforceable in a particular action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction or multiple jurisdictions, which could have a negative impact on our results of operations and financial condition and result in a diversion of the time and resources of our management and board of directors.
While we believe the risk of a court declining to enforce our forum selection provisions is low, if a court were to determine either forum selection provision to be illegal, invalid or unenforceable in a particular action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction or multiple jurisdictions, which could have a negative impact on our results of operations and financial condition and result in a diversion of the time and resources of our management and Board.
As discussed in the “Supervision and Regulation” section of Item 1. of this Annual Report on Form 10-K, the Company's results of the 2024 stress test from the Federal Reserve reflect that the Company exceeded all minimum capital levels. The Company's SCB will remain floored at 2.5 percent from the fourth quarter of 2024 through the third quarter of 2025.
As discussed in the “Supervision and Regulation” section of Item 1. of this Annual Report on Form 10-K, the Company's results of the 2024 stress test from the Federal Reserve reflect that the Company exceeded all minimum capital levels. The Company's SCB will remain floored at 2.5 percent from the fourth quarter of 2025 through the third quarter of 2026.
In 2022, 36 Table of Contents the FDIC adopted a final rule to increase initial base deposit insurance assessment rate schedules by 2 basis points, which began with the first quarterly assessment period of 2023. The final rule requires the revised rates to remain in effect until the DIF reserve ratio meets or exceeds 1.35 percent.
In 2022, 35 Table of Contents the FDIC adopted a final rule to increase initial base deposit insurance assessment rate schedules by 2 basis points, which began with the first quarterly assessment period of 2023. The final rule requires the revised rates to remain in effect until the DIF reserve ratio meets or exceeds 1.35 percent.
First, our bylaws provide that, except for claims made under the Securities Act of 1933 (which are the subject of the forum selection provision described in the following sentence), unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) derivative actions brought on behalf of the Company, (ii) certain actions asserting a claim of breach of a fiduciary duty, (iii) actions asserting a claim against the Company or a director, officer or other employee of the Company arising pursuant to any provision of Delaware law, our certificate of incorporation, or our bylaws or (iv) any actions asserting a claim against the Company or any director, officer or other employee of the Company governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware or the federal district court for the District of Delaware if the Court of Chancery of the State of Delaware has no jurisdiction.
First, our by-laws provide that, except for claims made under the Securities Act of 1933 (which are the subject of the forum selection provision described in the following sentence), unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) derivative actions brought on behalf of the Company, (ii) certain actions asserting a claim of breach of a fiduciary duty, (iii) actions asserting a claim against the Company or a director, officer or other employee of the Company arising pursuant to any provision of Delaware law, our certificate of incorporation, or our by-laws or (iv) any actions asserting a claim against the Company or any director, officer or other employee of the Company governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware or the federal district court for the District of Delaware if the Court of Chancery of the State of Delaware has no jurisdiction.
A significant portion of our operations is located in the areas bordering the Gulf region and the Atlantic Ocean, regions that are susceptible to hurricanes, or in areas of the Southeastern U.S. that are susceptible to tornadoes and other severe weather events. In particular, in recent years, a number of severe hurricanes impacted areas in our footprint.
A significant portion of our operations is located in the areas bordering the Gulf region and the Atlantic Ocean, regions that are susceptible to hurricanes, or in areas of the Southeastern U.S. that are susceptible to tornadoes and other severe weather events. In particular, in recent years, a number of severe hurricanes have impacted areas in our footprint.
Risks associated with home equity products where we are in a second lien position could materially adversely affect our performance. Home equity products, particularly those in a second lien position, may carry a higher risk of non-collection than other loans. Home equity lending includes both home equity loans and lines of credit.
Risks associated with home equity products where we are in a second lien position could adversely affect our performance. Home equity products, particularly those in a second lien position, may carry a higher risk of non-collection than other loans. Home equity lending includes both home equity loans and lines of credit.
Additionally, the federal banking regulators, as well as the SEC and related self-regulatory organizations, regularly issue guidance regarding cybersecurity that is intended to enhance cyber risk management among financial institutions. 28 Table of Contents Privacy and cybersecurity are also areas of increasing state legislative focus and we are, or may in the future become, subject to various state laws and regulations regarding privacy and cybersecurity, such as the CCPA.
Additionally, the federal banking regulators, as well as the SEC and related self-regulatory organizations, regularly issue guidance regarding cybersecurity that is intended to enhance cyber risk management among financial institutions. 25 Table of Contents Privacy and cybersecurity are also areas of increasing state legislative focus and we are, or may in the future become, subject to various state laws and regulations regarding privacy and cybersecurity, such as the CCPA.
Furthermore, negative publicity regarding us as an employer could have an adverse impact on our reputation, especially with respect to matters of diversity, pay equity and workplace harassment.
Furthermore, negative publicity regarding us as an employer could have an adverse impact on our reputation, especially with respect to matters of pay equity and workplace harassment.
When we launch a new product or service, introduce a new platform for the delivery or distribution of products or services (including mobile connectivity, electronic trading and cloud computing), acquire or invest in a business or make changes to an existing product, service or delivery platform, we may not fully appreciate or identify new operational risks that may arise from those changes, or may fail to implement adequate controls to mitigate the risks associated with those changes.
When we launch a new product or service, introduce a new platform for the delivery or distribution of products or services (including mobile connectivity, electronic trading and cloud computing), acquire or invest in a business or make changes to an existing product, service or delivery platform, we may not fully identify or understand new operational risks that may arise from those changes, or may fail to implement adequate controls to mitigate the risks associated with those changes.
Any such matters may result in material adverse consequences to our results of operations, financial condition or ability to conduct our business, including adverse judgments, settlements, fines, penalties (including civil money penalties under applicable banking laws), injunctions, restitution, orders, restrictions on our business activities, restrictions on mergers and acquisitions, limits to the fees we are able to charge, or other relief.
Any such matters may result in material adverse consequences to our operations, financial condition, or ability to conduct our business, including adverse judgments, settlements, fines, penalties (including civil money penalties under applicable banking laws), injunctions, restitution, orders, restrictions on our business activities, restrictions on mergers and acquisitions, limits to the fees we are able to charge, or other relief.
Many of our vendors have also been impacted by remote work, market volatility and other factors that increase their risks of business disruption or that may otherwise affect their ability to perform under the terms of any agreements with us or provide essential services. We depend on the accuracy and completeness of information about clients and counterparties.
Many of our vendors have also been impacted by market volatility and other factors that increase their risks of business disruption or that may otherwise affect their ability to perform under the terms of any agreements with us or provide essential services. We depend on the accuracy and completeness of information about clients and counterparties.
Regions and Regions Bank are each required to comply with applicable capital adequacy standards established by the Federal Reserve, which are based on the Basel III framework.
Regions and Regions Bank are each required to comply with applicable capital adequacy standards established by the Federal Reserve, which are based on Basel III.
Our continued success depends, in part, upon our ability to address clients’ needs by using technology to provide products and services that satisfy client demands, including demands for faster and more secure payment services, to create efficiencies in our operations and to integrate those offerings with legacy platforms or to update those legacy platforms.
Despite our investments in technology, our continued success depends, in part, upon our ability to address clients’ needs by using technology to provide products and services that satisfy client demands, including demands for faster and more secure payment services, to create efficiencies in our operations and to integrate those offerings with legacy platforms or to update those legacy platforms.
In addition, such measures cannot predict the nature, timing or level of severe weather events or prevent the disruption that a catastrophic earthquake, fire, hurricane, tornado or other severe weather event could cause to the markets that we serve and any resulting adverse impact on our customers, such as hindering our borrowers’ ability to timely repay their loans and diminishing the value 41 Table of Contents of any collateral held by us.
In addition, such measures cannot predict the nature, timing or level of severe weather events or prevent the disruption that a catastrophic earthquake, fire, hurricane, tornado or other severe weather or other event could cause to the markets that we serve and any resulting adverse impact on our customers, such as hindering our borrowers’ ability to timely repay their loans and diminishing the value of any collateral held by us.
A failure to maintain adequate liquidity could materially and adversely affect our business, results of operations and financial condition. 26 Table of Contents Loss of deposits or a change in deposit mix could increase our funding costs. Deposits are a low cost and stable source of funding.
A failure to maintain adequate liquidity could materially and adversely affect our business, results of operations and financial condition. 23 Table of Contents Loss of deposits or a change in deposit mix could increase our funding costs. Deposits are a low cost and stable source of funding.
At December 31, 2024, office properties constituted 1.6 percent of our total loan portfolio. The office property segment is undergoing a structural shift given the rise of a remote work environment resulting in heightened vacancies and potentially reduced leasing needs. It is anticipated that this heightened risk environment for the office segment may take several years to resolve.
At December 31, 2025, office properties constituted 1.1 percent of our total loan portfolio. The office property segment is undergoing a structural shift given the rise of a remote work environment resulting in heightened vacancies and potentially reduced leasing needs. It is anticipated that this heightened risk environment for the office segment may take several years to resolve.
In addition, enforcement matters could impact our supervisory and CRA ratings, which may in turn restrict or limit our activities. 34 Table of Contents Additional information relating to our litigation, investigations and other proceedings is discussed in Note 23 “Commitments, Contingencies and Guarantees” to the consolidated financial statements of this Annual Report on Form 10-K.
In addition, enforcement matters could impact our supervisory and CRA ratings, which may in turn restrict or limit our activities. Additional information relating to our litigation, investigations and other proceedings is discussed in Note 23 “Commitments, Contingencies and Guarantees” to the consolidated financial statements of this Annual Report on Form 10-K.
Second lien position lending carries higher credit risk because any decrease in real estate pricing may result in the value of the collateral being insufficient to cover the second lien after the first lien position has been satisfied. As of December 31, 2024, approximately $2.2 billion of our home equity lines and loans were in a second lien position.
Second lien position lending carries higher credit risk because any decrease in real estate pricing may result in the value of the collateral being insufficient to cover the second lien after the first lien position has been satisfied. As of December 31, 2025, approximately $2.4 billion of our home equity lines and loans were in a second lien position.
Third parties provide key components of our business operations such as data processing, recording and monitoring transactions, online banking interfaces and services, Internet connections and network access. While we have selected these third-party vendors carefully, performing upfront due diligence and ongoing monitoring activities, we do not control their actions.
Third parties provide key components of our business operations such as data processing, recording and monitoring 30 Table of Contents transactions, online banking interfaces and services, internet connections and network access. While we have selected these third-party vendors carefully, performing upfront due diligence and ongoing monitoring activities, we do not control their actions.
Some of the decisions that our regulators make, including those related to capital distributions to our shareholders, could be affected adversely due to the perception that the quality of the models used to generate the relevant information is insufficient. Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition.
Some of the decisions that our regulators make, including those related to capital distributions to our shareholders, could be affected adversely due to the perception that the quality of the models used to generate the relevant information is insufficient. 39 Table of Contents Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition.
Such actions could reduce our profitability as these liquid investments earn a lower return than other assets, such as loans. See the “Liquidity” section within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K for our liquidity policy.
Such actions could reduce our profitability as these liquid investments earn a lower return than 22 Table of Contents other assets, such as loans. See the “Liquidity” section within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K for our liquidity policy.
Although these past events have not resulted in a breach of our client data or account information, such attacks have adversely affected the performance of Regions Bank’s website, www.regions.com, and, in some instances, prevented customers from accessing Regions Bank’s secure websites for 27 Table of Contents consumer and commercial applications.
Although these past events have not resulted in a breach of our client data or account information, such attacks have adversely affected the performance of Regions Bank’s website, www.regions.com, and, in some instances, prevented customers from accessing Regions Bank’s secure websites for consumer and commercial applications.
Proposed changes to applicable capital, liquidity and similar requirements, such as the Basel III endgame proposal and the long-term debt proposal, could result in increased expenses or 35 Table of Contents cost of funding, which could negatively affect our financial results or our ability to pay dividends and engage in share repurchases.
Proposed changes to applicable capital, liquidity and similar requirements, such as the Basel III endgame proposal and the long-term debt proposal, could result in increased expenses or cost of funding, which could negatively affect our financial results or our ability to pay dividends and engage in share repurchases.
These risks also include the possibility that the value of the investment could decrease considerably, and dividends or other distributions concerning the investment could be reduced or eliminated. 21 Table of Contents Discussed below are risk factors that could adversely affect our financial results and condition, as well as the value of, and return on investment in the Company.
These risks also include the possibility that the value of the investment could decrease considerably, and dividends or other distributions concerning the investment could be reduced or eliminated. Discussed below are risk factors that could adversely affect our financial results and condition, as well as the value of, and return on investment in the Company.
If this information is 32 Table of Contents inaccurate, we may be subject to regulatory action, reputational harm or other adverse effects with respect to the operation of our business, our financial condition and our results of operations. We are exposed to risk of environmental liability when we take title to property.
If this information is inaccurate, we may be subject to regulatory action, reputational harm or other adverse effects with respect to the operation of our business, our financial condition and our results of operations. We are exposed to risk of environmental liability when we take title to property.
As noted above, our bylaws provide that, unless we consent in writing to the selection of an alternative forum, U.S. federal district courts will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
As noted above, our by-laws provide that, unless we consent in writing to the selection of an alternative forum, U.S. federal district courts will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
Although the exact amount of additional collateral is unknown, it is reasonable to conclude that we may be required to post additional collateral related to existing contracts with contingent credit features. 25 Table of Contents Changes in the soundness of other financial institutions could adversely affect us.
Although the exact amount of additional collateral is unknown, it is reasonable to conclude that we may be required to post additional collateral related to existing contracts with contingent credit features. Changes in the soundness of other financial institutions could adversely affect us.
Competition with non-banks, including technology companies, to provide financial products and services is intensifying. In particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow. Fintechs have and may continue to offer bank or bank-like products.
Competition with non-banks, including technology companies, to provide financial products and services is intensifying. In 27 Table of Contents particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow. Fintechs have and may continue to offer bank or bank-like products.
Additionally, elevated interest rates would increase debt service requirements for some of our borrowers and may adversely affect those borrowers’ ability to pay as contractually obligated, ultimately resulting in additional delinquencies or charge-offs.
Additionally, elevated interest rates would increase debt service requirements for some of our borrowers and may adversely affect those borrowers’ ability to pay as contractually obligated, 21 Table of Contents ultimately resulting in additional delinquencies or charge-offs.
These factors could result in higher delinquencies and greater charge-offs in future periods, which could materially adversely affect our business, financial condition or results of operations. Weakness in the commercial real estate markets could adversely affect our performance. As of December 31, 2024, approximately 9.0 percent of our loan portfolio consisted of investor real estate loans.
These factors could result in higher delinquencies and greater charge-offs in future periods, which could materially adversely affect our business, financial condition or results of operations. Weakness in the commercial real estate markets could adversely affect our performance. As of December 31, 2025, approximately 9.5 percent of our loan portfolio consisted of investor real estate loans.
In addition, the transition to a lower-carbon economy could indirectly subject us to specific risks through our borrowers' exposure to changes in commodity prices.
In addition, any transition to a lower-carbon economy could indirectly subject us to specific risks through our borrowers' exposure to changes in commodity prices.
If insurance coverage is unavailable to our borrowers due to the reluctance of insurance companies to renew policies covering the collateral or due to other factors, the resulting increase in cost of home ownership 30 Table of Contents could affect the ability of borrowers to repay loans.
If insurance coverage is unavailable to our borrowers due to the reluctance of insurance companies to renew policies covering the collateral or due to other factors, the resulting increase in cost of home ownership could affect the ability of borrowers to repay loans.
The forum selection provisions of our bylaws may discourage claims or limit shareholders’ ability to submit claims in a judicial forum that they find favorable, and may result in additional costs for a stockholder seeking to bring a claim.
The forum selection provisions of our by-laws may discourage claims or limit shareholders’ ability to submit claims in a judicial forum that they find favorable, and may result in additional costs for a stockholder seeking to bring a claim.
These and 33 Table of Contents our other stakeholders, including federal and state regulators, policy makers, and agencies, often have differing, and sometimes conflicting, priorities and expectations regarding ESG issues that nevertheless must be considered simultaneously.
These and our other stakeholders, including federal and state regulators, policy makers, and agencies, often have differing, and sometimes conflicting, priorities and expectations regarding these issues that nevertheless must be considered 32 Table of Contents simultaneously.
Regions and Regions Bank are each subject to capital adequacy and liquidity guidelines and other regulatory requirements specifying minimum amounts and types of capital that must be maintained. From time to time, the regulators implement changes to these regulatory capital adequacy and liquidity guidelines.
Regions and Regions Bank are each subject to capital adequacy and liquidity guidelines and other regulatory requirements specifying minimum amounts and types of capital that must be maintained. From time to time, the regulators implement 34 Table of Contents changes to these regulatory capital adequacy and liquidity guidelines.
The market for qualified individuals is highly competitive, and we may not be able to attract and retain qualified personnel or candidates to replace or succeed members of our senior management team or other key personnel.
The market for qualified individuals is highly competitive, and we may not be able to attract and retain qualified personnel or candidates to replace or succeed 38 Table of Contents members of our senior management team or other key personnel.
In such a circumstance, there may be no alternative technology for us to use or an appropriate alternative technology could be expensive to obtain. Protections offered by those from whom we license technology against these risks may be inadequate to cover fully any losses.
In such a circumstance, there may be no 31 Table of Contents alternative technology for us to use or an appropriate alternative technology could be expensive to obtain. Protections offered by those from whom we license technology against these risks may be inadequate to cover fully any losses.
All of our businesses are materially affected by conditions in the financial markets and economic conditions generally or specifically in the South, Midwest and Texas, the principal markets in which we conduct business.
All of our businesses are materially affected by conditions in the financial markets and economic conditions 20 Table of Contents generally or specifically in the South, Midwest and Texas, the principal markets in which we conduct business.
Because of the uncertainty of estimates involved in these matters, we may be required to do one or more of the following: significantly increase the allowance for credit losses and/or sustain credit losses that are significantly higher than the allowance provided; recognize significant losses on assets carried at fair value; recognize significant impairment on our goodwill, other intangible assets or deferred tax asset balances; significantly increase our accrued income taxes; or 40 Table of Contents significantly decrease the value of our MSRs.
Because of the uncertainty of estimates involved in these matters, we may be required to do one or more of the following: significantly increase the allowance for credit losses and/or sustain credit losses that are significantly higher than the allowance provided; recognize significant losses on assets carried at fair value; recognize significant impairment on our goodwill, or deferred tax asset balances; significantly increase our accrued income taxes; or significantly decrease the value of our residential MSRs.
The laws and regulations governing our business are intended primarily for the protection of our depositors, our customers, the FDIC's DIF and the banking financial system, not our shareholders or other creditors.
The laws and regulations governing our business 33 Table of Contents are intended primarily for the protection of our depositors, our customers, the FDIC's DIF, and the banking financial system, not our shareholders or other creditors.
At December 31, 2024, the Company's home equity portfolio included approximately $3.2 billion of home equity lines of credit and $2.4 billion of closed-end home equity loans (primarily originated as amortizing loans).
At December 31, 2025, the Company's home equity portfolio included approximately $3.2 billion of home equity lines of credit and $2.3 billion of closed-end home equity loans (primarily originated as amortizing loans).
Financial technology companies and other non-traditional competitors may not be subject to banking regulation, or may be supervised by a national or state regulatory agency that does not have the same regulatory priorities or supervisory requirements as our regulators.
Fintechs and other non-traditional competitors may not be subject to banking regulation, or may be supervised by a national or state regulatory agency that does not have the same regulatory priorities or supervisory requirements as our regulators.
In addition, our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), or any rule or regulation promulgated thereunder, shall be the federal district courts of the United States.
In addition, our by-laws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), or any rule or regulation promulgated thereunder, shall be the federal district courts of 37 Table of Contents the United States.
Over time, there have been instances where technology used by us and other financial institutions has been alleged to have infringed patents held by others. For example, the United Services Automobile Association (USAA) has in the past pursued, and continues to pursue, patent infringement claims against financial institutions, including Regions.
Over time, there have been instances where technology used by us and other financial institutions has been alleged to have infringed patents held by others. For example, the United Services Automobile Association (USAA) has pursued patent infringement claims against several financial institutions, including Regions.
In all cases, the attacks primarily resulted in inconvenience; however, future cyber-attacks or other similar incidents could be more disruptive and damaging, and we may not be able to anticipate or prevent all such attacks.
In all cases, the attacks primarily resulted in 24 Table of Contents inconvenience; however, future cyber-attacks or other similar incidents could be more disruptive and damaging, and we may not be able to anticipate or prevent all such attacks.
We make various assumptions and judgments about the collectability of our loan portfolio and provide an allowance for credit losses based on a number of factors.
We make various assumptions and judgments about the collectability of our loan portfolio and provide an allowance based on a number of factors.
While a persistently elevated, or increasing, rate environment from current levels would continue to support net interest income, elevated rates also increase the cost of funding and the potential for higher levels of competition for deposits.
While a persistently elevated rate environment would continue to support net interest income, elevated rates also increase the cost of funding and the potential for higher levels of competition for deposits.
Our bylaws further provide that our shareholders are deemed to have received notice of and consented to both of these forum selection provisions.
Our by-laws further provide that our shareholders are deemed to have received notice of and consented to both of these forum selection provisions.
We rely on the mortgage secondary market to manage various risks. In 2024, we sold 52.2 percent of the mortgage loans we originated to the Agencies. We rely on the Agencies to purchase loans that meet their conforming loan requirements in order to reduce our credit risk and provide funding for additional loans we desire to originate.
We rely on the mortgage secondary market to manage various risks. In 2025, we sold 50.0 percent of the mortgage loans we originated to the Agencies. We rely on the Agencies to purchase loans that meet their conforming loan requirements in order to reduce our credit risk and provide funding for additional loans we desire to originate.
These restrictions could also inhibit our 39 Table of Contents development or marketing of certain products or services, or increase the costs of offering them to customers. For more information concerning our legal and regulatory obligations with respect to privacy and cybersecurity, please see the “Privacy and Cybersecurity” discussion within Item 1.
These restrictions could also inhibit our development or marketing of certain products or services, or increase the costs of offering them to customers. For more information concerning our legal and regulatory obligations with respect to privacy and cybersecurity, please see the “Privacy and Cybersecurity” discussion within Item 1. “Business” and the “Technology Risks” discussion within in Item 1.
“Business” and the “Technology Risks” discussion within in Item 1. “Risk Factors.” Differences in regulation can affect our ability to compete effectively. The content and application of laws and regulations affecting financial services firms sometimes vary according to factors such as the size of the firm, the jurisdiction in which it is organized or operates and other criteria.
“Risk Factors.” Differences in regulation can affect our ability to compete effectively. The content and application of laws and regulations affecting financial services firms sometimes vary according to factors such as the size of the firm, the jurisdiction in which it is organized or operates and other criteria.
If, as a result of general economic conditions, there is a decrease in asset quality or growth in the loan portfolio and management determines that additional increases in the allowance for credit losses are necessary, we may incur additional expenses which will reduce our net income, and our business, results of operations or financial condition may be materially adversely affected.
If, as a result of general economic conditions, there is a decrease in asset quality or growth in the loan portfolio and management determines that additional increases in the allowance for credit losses are necessary, we may incur additional expenses which will reduce our net income and could materially affect our financial condition.
From time to time, the FASB and SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be difficult to predict and can materially impact how we record and report our financial condition and results of operations.
From time to time, the FASB and SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be difficult to predict and can materially impact how we record and report our financial condition and results of operations. Item 1B. Unresolved Staff Comments None.
The techniques used by cyber criminals change frequently, may not be recognized until launched (or may evade detection for considerable time), can be initiated from a variety of sources, including terrorist organizations and hostile foreign governments, and may see their frequency increased, and effectiveness enhanced, by the use of AI.
This increase is expected to continue and further intensify. The techniques used by cyber criminals change frequently, may not be recognized until launched (or may evade detection for considerable time), can be initiated from a variety of sources, including terrorist organizations and hostile foreign governments, and may see their frequency increased, and effectiveness enhanced, by the use of AI.
While the FOMC has initiated a rate easing cycle, the range of potential rate paths over the coming year is wide and will ultimately be driven by the path of inflation, labor market performance and economic growth. Estimates for net interest income exposure to interest rate changes have been reduced recently.
While it is anticipated that the FOMC will continue its rate easing cycle, the range of potential rate paths over the coming year is wide and will ultimately be driven by the path of inflation, labor market performance and economic growth. Estimates for net interest income exposure to interest rate changes have been reduced recently.
If our relationships with our customers, vendors and suppliers were to become the subject of such negative publicity, our ability to attract and retain customers and employees, compete effectively and grow our business may be negatively impacted.
If our relationships with our customers, vendors and suppliers were to become the subject of such negative publicity, our ability to attract and retain customers and employees, compete effectively and grow our business may be negatively impacted. Damage to our reputation could significantly harm our businesses.
As a result, shares of our capital stock are effectively subordinated to all existing and future liabilities and obligations of our subsidiaries. At December 31, 2024, our subsidiaries’ total deposits and borrowings were approximately $130.6 billion. 37 Table of Contents We may not pay dividends on shares of our capital stock.
As a result, shares of our capital stock are effectively subordinated to all existing and future liabilities and obligations of our subsidiaries. At December 31, 2025, our subsidiaries’ total deposits and borrowings were approximately $133.4 billion. 36 Table of Contents We may not pay dividends on shares of our capital stock.
For more information see the “We are subject to ESG risks that could adversely affect our business, reputation and the trading price of our common stock” and “Weakness in commodity businesses could adversely affect our performance” risk factors above. Item 1B. Unresolved Staff Comments None.
For more information see the “We are subject to sociopolitical risks that could adversely affect our business, reputation and the trading price of our common stock” and “Weakness in commodity businesses could adversely affect our performance” risk factors above.
In general, the amounts paid by financial institutions in settlement of proceedings or investigations, including those relating to anti-money laundering matters or sales practices, have increased substantially and are likely to remain elevated.
In general, the amounts paid by financial institutions in settlement of proceedings or investigations, including those relating to anti-money laundering matters or consumer protection, have increased substantially and may remain elevated.
Cybersecurity risks for large financial institutions, such as us, have increased significantly in recent years in part because of the proliferation of technology-based products and services and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, nation state-supported actors, activists and other external parties. This increase is expected to continue and further intensify.
Cybersecurity risks for large financial institutions, such as us, have increased significantly in recent years in part because of the proliferation of technology-based products and services, the increased pace of technological innovation, and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, nation state-supported actors, activists and other external parties.
Weather-related events, health crises, the occurrence or worsening of disease outbreaks or pandemics such as COVID-19, or other catastrophic events, other natural or man-made disasters, climate change and the transition to a lower-carbon economy, as well as government actions or other restrictions in connection with such events, pose shorter- and longer-term risks to our business and/or that of our customers, vendors and suppliers and are expected to increase over time.
Weather-related events, health crises, the occurrence or worsening of disease outbreaks or pandemics, or other catastrophic events, other natural or man-made disasters, climate change, as well as economic, market and industry changes, or government actions or other responses in connection with such events, pose shorter- and longer-term risks to our business and/or that of our customers, vendors and suppliers and are expected to increase over time.
Regions provides an array of digital products and services to our customers and we expect a bank’s digital offerings to be a key competitive differentiator.
Regions provides an array of digital products and services to our customers and we expect a bank’s digital offerings are a competitive necessity.
They require management to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions or estimates. The Company’s critical accounting estimates include: the allowance for credit losses; fair value measurements; intangible assets; mortgage servicing rights; and income taxes.
They require management to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions or estimates. The Company’s critical accounting estimates include: the allowance; fair value measurements; goodwill; residential MSRs; and income taxes.
A worsening of business and economic conditions generally or specifically in the principal markets in which we conduct business could have adverse effects on our business, including the following: • A decrease in the demand for, or the availability of, loans and other products and services offered by us, including as a result of changing interest rate conditions; • A decrease in the value of our loans held for sale or other assets secured by consumer or commercial real estate; • An impairment of certain intangible assets, such as goodwill; • A decrease in interest income from variable rate loans, due to declines in interest rates; 23 Table of Contents • A decrease in the supply of deposits or the need to price interest-bearing deposits higher due to competitive forces or market rate fluctuations, which could result in substantial increase in cost to retain and service deposits; and • A change in the pricing or spread environment could adversely impact the yields received on newly originated loans or securities In the event of severely adverse business and economic conditions generally or specifically in the principal markets in which we conduct business, there can be no assurance that the federal government and the Federal Reserve would intervene or make adjustments to trade, fiscal or monetary policy, including tariffs, that would cause business and economic conditions to improve.
A worsening of business and economic conditions generally or specifically in the principal markets in which we conduct business could have adverse effects on our business, including the following: • A decrease in the demand for, or the availability of, loans and other products and services offered by us, including as a result of changing interest rate and spread conditions; • A decrease in the value of our investment securities or other fixed-rate assets as a result of changing interest rate or spread conditions; • A decrease in the value of our loans held for sale or other assets secured by consumer or commercial real estate; • An impairment of certain intangible assets, such as goodwill; • A decrease in interest income from variable rate loans, due to declines in interest rates; • A decrease in the supply of deposits or the need to price interest-bearing deposits higher due to competitive forces or market rate fluctuations, which could result in substantial increase in cost to retain and service deposits; • A change in the pricing or spread environment could adversely impact the yields received on newly originated loans or securities.
A failure to maintain or enhance our competitive position with respect to technology, whether because of a failure to anticipate client expectations, a failure in the performance of technological developments or an untimely roll out of developments, may cause us to lose market share or incur additional expense. 29 Table of Contents Strategic Risks Industry competition may adversely affect our degree of success.
A failure to maintain or enhance our competitive position with respect to technology, whether because of a failure to anticipate client expectations, a failure in the performance of technological developments or an untimely roll out of developments, may cause us to lose market share or incur additional expense.
Moreover, the United States Congress has considered, and is currently considering, various proposals for more comprehensive privacy and cybersecurity legislation, to which we may be subject if passed.
Moreover, the United States Congress has considered, and will likely in the future consider, various proposals for more comprehensive privacy and cybersecurity legislation, to which we may be subject if passed.
In connection with our sale of one or more loan portfolios, we may make certain representations and warranties to the purchaser concerning the loans sold and the procedures under which those loans have been originated and serviced.
“Financial Statements and Supplementary Data". We are subject to a variety of risks in connection with any sale of loans we may conduct. In connection with our sale of one or more loan portfolios, we may make certain representations and warranties to the purchaser concerning the loans sold and the procedures under which those loans have been originated and serviced.
Failure to appropriately comply with any such laws, regulations or principles could result in sanctions by regulatory agencies, civil money penalties or damage to our reputation, all of which could adversely affect our business, financial condition or results of operations.
Failure to appropriately comply with any such laws, regulations or principles could result in sanctions by regulatory agencies, civil money penalties or damage to our reputation, all of which could adversely affect our business, financial condition or results of operations. Our regulatory capital position is discussed in greater detail in Note 12 "Regulatory Capital Requirements and Restrictions" in Item 8.
Regions has exposure to many different industries and counterparties and routinely executes transactions with counterparties in the financial industry, including brokers and dealers, central counterparties, commercial banks, investment banks, mutual and hedge funds and other institutional investors and clients.
Financial services institutions are interrelated as a result of trading, clearing, counterparty and other relationships. Regions has exposure to many different industries and counterparties and routinely executes transactions with counterparties in the financial industry, including brokers and dealers, central counterparties, commercial banks, investment banks, mutual and hedge funds and other institutional investors and clients.
A general decline in home values would adversely affect the value of collateral securing the residential real estate that we hold, as well as the volume of loan originations and the amount we realize on the sale of real estate loans.
As of December 31, 2025, consumer residential real estate loans represented approximately 26.5 percent of our total loan portfolio. A general decline in home values would adversely affect the value of collateral securing the residential real estate that we hold, as well as the volume of loan originations and the amount we realize on the sale of real estate loans.
For more information concerning our legal and regulatory obligations with respect to Basel III Rules and long-term debt requirements, please see the “Supervision and Regulation-Regulatory Capital Requirements” discussion within Item 1.
For more information concerning our legal and regulatory obligations with respect to Basel III Rules and long-term debt requirements, please see the “Supervision and Regulation-Regulatory Capital Requirements” discussion within Item 1. “Business,” and for more information concerning our compliance with capital requirements, see Note 12 "Regulatory Capital Requirements and Restrictions" in Item 8. “Financial Statements and Supplementary Data".
The failure of other banks and financial institutions and the measures taken by governments, businesses and other organizations in response to these events, including increased regulatory scrutiny and heightened supervisory expectations, could adversely impact Regions’ business, financial condition and results of operations.
The failure of other banks and financial institutions and the measures taken by governments, businesses and other organizations in response to these events, including increased regulatory scrutiny, could adversely impact Regions’ business, financial condition and results of operations. Regions’ ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions.
These statutory provisions and provisions in our certificate of incorporation, including the rights of the holders of our preferred stock, could result in Regions being less attractive to a potential acquirer and thus adversely affect our share value. 38 Table of Contents Our amended and restated bylaws designate (i) the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders and (ii) the federal district courts of the United States as the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with our company or our company’s directors, officers or other employees .
Our amended and restated by-laws designate (i) the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders and (ii) the federal district courts of the United States as the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with our company or our company’s directors, officers or other employees .
The CFPB has finalized a number of significant rules and introduced new regulatory initiatives, including, without limitation, by way of its enforcement authority and through public statements, that could have a significant impact on our business and the financial services industry more generally. We may also be required to add additional compliance personnel or incur other significant compliance-related expenses.
In the prior administration, the CFPB has finalized a number of significant rules and introduced new regulatory initiatives, including, without limitation, by way of its enforcement authority and through public statements, that could have a significant impact on our business and the financial services industry more generally.
After the benchmark federal funds interest rates reached a peak range between 5.25 percent and 5.50 percent in 2023 into 2024, the FOMC reduced the federal funds rate by 50 basis points in September 2024 and by 25 basis points in both November and December 2024, to a range of 4.25 percent to 4.50 percent.
After the benchmark Federal funds interest rates reached a peak range between 5.25 percent and 5.50 percent in 2023 and into 2024, the FOMC reduced the Federal funds rate in 2024 and 2025 ending with a range of 3.50 percent and 3.75 percent.
This includes agriculture, livestock, metals, timber, textiles and energy businesses (including oil, gas and petrochemical), as well as businesses indirectly impacted by commodities prices such as businesses that transport commodities or manufacture equipment used in production of commodities. Changes in commodity prices depend on local, regional and global events or conditions that affect supply and demand for the relevant commodity.
This includes agriculture, livestock, metals, timber, textiles and energy businesses (including oil, gas and petrochemical), as well as businesses indirectly impacted by commodities prices such as businesses that transport commodities or manufacture equipment 29 Table of Contents used in production of commodities.
In addition, legislative changes such as the elimination of certain tax incentives and the transition to a less carbon dependent economy in response to climate change and other factors could have significant impacts on this portfolio. 31 Table of Contents An outbreak or escalation of hostilities between countries or within a country or region could have a material adverse effect on the U.S. economy and on our businesses.
In addition, legislative changes such as the elimination of certain tax incentives and the transition to a less carbon dependent economy in response to climate change and other factors could have significant impacts on this portfolio.
Our amended and restated bylaws (our “bylaws”) contain two forum selection provisions.
Our amended and restated by-laws (our “by-laws”) contain two forum selection provisions.

… 93 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+2 added−2 removed13 unchanged
Thereafter, each engagement is reassessed on the established cadence associated with the inherent-risk tier, and performance scorecards are completed to to denote material changes in the engagement. Risk Management and Strategy.
Thereafter, each engagement is reassessed on the established cadence associated with the inherent-risk tier, and performance scorecards are completed to denote material changes in the engagement. Risk Management and Strategy.
To manage cybersecurity risk, the Company has designed and implemented an IS Program that is led by our Chief Information Security Officer. The IS Program includes information security policies, procedures, and controls designed to prevent, detect, limit and respond to cyber-attacks or other similar incidents which might impact Regions' technologies, systems, and networks.
To manage cybersecurity risk, the Company has designed and implemented an IS Program that is led by our CISO. The IS Program includes information security policies, procedures, and controls designed to prevent, detect, limit and respond to cyber-attacks or other similar incidents which might impact Regions' technologies, systems, and networks.
Regions' IS Program is designed and implemented to substantially align with standards 42 Table of Contents promulgated by the NIST. Regions' Information Security Policy establishes technical, administrative, and physical control directives that are implemented to protect informational assets from reasonably foreseeable risks and threats.
Regions' IS Program is designed and implemented to substantially align with standards promulgated by the NIST. Regions' Information Security Policy establishes technical, administrative, and physical control directives that are implemented to protect informational assets from reasonably foreseeable risks and threats. The IS Program is supplemented by cybersecurity operations that protect the integrity and availability of information systems.
As a company that deals with large volumes of sensitive customer information and financial transactions, Regions treats cybersecurity risk as a key operational risk within its enterprise-wide risk management framework.
As a company that deals with large volumes of sensitive customer information and financial transactions, Regions treats cybersecurity risk as a key operational risk, and the oversight of cybersecurity risk is integrated into Regions' enterprise-wide risk management framework.
Additionally, the Board’s Audit Committee periodically receives reports on the IS Program prepared by the Chief Information Security Officer and the Company's Risk Management and Internal Audit functions.
Additionally, the Board’s Audit Committee periodically receives reports on the IS Program 40 Table of Contents prepared by the CISO and members of our Risk Management and Internal Audit functions.
The Board is actively engaged in the oversight of Regions’ continuous efforts to reinforce and enhance its operational resilience and receives education on the cybersecurity landscape.
The Board considers both business and technical resilience, cybersecurity and technological innovation, and privacy considerations, along with related risk considerations and mitigation efforts, within the Company’s strategic plan. The Board is actively engaged in the oversight of Regions’ continuous efforts to reinforce and enhance its operational resilience and receives education on the cybersecurity landscape.
For example, third parties may be used to assist in the event of a breach or to mitigate certain threats to Regions' environment. Internally, the Company regularly provides associates with cybersecurity training and education at least annually. To bolster these practices, Regions maintains cybersecurity insurance, which is reviewed annually, to cover potential financial losses from cyber events.
The Company engages with external experts and advisors, as needed, to review, enhance, and support our IS Program. For example, third parties may be used to assist in the event of a breach or to mitigate certain threats to Regions' environment. Internally, the Company provides associates with cybersecurity training and education at least annually.
The Company maintains a Cyber Incident Response Plan, which is part of broader business continuity planning and the Crisis Management Program, to help the Company respond to a possible data breach. The Company engages with external experts and advisors, as needed, to review, enhance, and support our IS Program.
As discussed above, Regions' TPRM function also conducts due diligence and ongoing oversight of the Company’s third-party vendors. The Company maintains a Cyber Incident Response Plan, which is part of broader business continuity planning and the Crisis Management Program, to help the Company respond to a possible data breach.
In addition, Regions participates in information sharing organizations to gather and share information with peer banks and other financial institutions to better prepare and protect its information systems from attack. Governance. Regions’ system of internal controls also incorporates an organization-wide protocol for the reporting and escalation of cybersecurity matters, including to management and the Board.
To bolster these practices, Regions maintains cybersecurity insurance, which is reviewed annually, to cover potential financial losses from cyber events. In addition, Regions participates in information sharing organizations to gather and share information with peer banks and other financial institutions to better prepare and protect its information systems from attack. Governance.
Our Chief Information Security Officer, who has close to two decades of experience in the cybersecurity field, including leadership roles at multiple financial services organizations, has primary responsibility for our IS Program. Cybersecurity Incidents. We have not experienced any material losses relating to cybersecurity threats or incidents for the year ended December 31, 2024.
Our CISO, who has close to two decades of experience in the cybersecurity field, including leadership roles at multiple financial services organizations, has primary responsibility for our IS Program. The CISO is assisted by members of our Risk Management and Internal Audit functions who provide regular reports on the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Removed
The IS Program is supplemented by cybersecurity operations that protect the integrity and availability of information systems. As discussed above, Regions' TPRM function also conducts due diligence and ongoing oversight of the Company’s third-party vendors.
Added
Regions’ system of internal controls also incorporates an organization-wide protocol for the reporting and escalation of cybersecurity matters, including to management and the Board. The Board also receives updates on the Company’s enterprise services, which includes resilience, information technology, and cybersecurity.
Removed
The Board also receives updates on the Company’s enterprise services, which includes resilience, information technology, and cybersecurity. The Board considers both business and technical resilience, cybersecurity and technological innovation, and privacy considerations, along with related risk considerations and mitigation efforts, within the Company’s strategic plan.
Added
Such members have relevant industry experience, having served in similar roles at other companies, as well as the education and certifications necessary to perform their responsibilities effectively. Cybersecurity Incidents. We have not experienced any material losses relating to cybersecurity threats or incidents for the year ended December 31, 2025.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
See Item 1. “Business” of this Annual Report on Form 10-K for a list of the states in which Regions Bank’s branches are located.
At December 31, 2025, there were no significant encumbrances on the offices, equipment and other operational facilities owned by Regions and its subsidiaries. See Item 1. “Business” of this Annual Report on Form 10-K for a list of the states in which Regions Bank’s branches are located.
Item 2. Properties Regions’ corporate headquarters occupy the main banking facility of Regions Bank, located at 1900 Fifth Avenue North, Birmingham, Alabama 35203. At December 31, 2024, Regions Bank, Regions’ banking subsidiary, operated 1,253 banking offices. At December 31, 2024, there were no significant encumbrances on the offices, equipment and other operational facilities owned by Regions and its subsidiaries.
Item 2. Properties Regions’ corporate headquarters occupy the main banking facility of Regions Bank, located at 1900 Fifth Avenue North, Birmingham, Alabama 35203. Our office space is used by all of our segments. At December 31, 2025, Regions Bank, Regions’ banking subsidiary, operated 1,247 banking offices.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Legal Proceedings The information presented in the Legal Contingencies section of Note 23 "Commitments, Contingencies and Guarantees" of the Notes to Consolidated Financial Statements, which is included in Item 8. of this Annual Report on Form 10-K is incorporated herein by reference. see Note 12 "Regulatory Capital Requirements and Restrictions" to the consolidated financial statements of this Annual Report on Form 10-K
Item 3. Legal Proceedings The information presented in the Legal Contingencies section of Note 23 "Commitments, Contingencies and Guarantees" of the Notes to Consolidated Financial Statements, which is included in Item 8. of this Annual Report on Form 10-K, is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

9 edited+0 added−0 removed0 unchanged
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 44 Table of Contents PART II
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 42 Table of Contents PART II
Willman 52 Senior 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 Zusi 50 Senior Executive Vice President and Chief Risk Officer of registrant and Regions Bank.
Previously served as Head of Commercial Banking of registrant and Regions Bank. 2024 Russell Zusi 51 Senior Executive Vice President and Chief Risk Officer of registrant and Regions Bank.
Turner, Jr. 63 Chairman, 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.
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. 62 Senior Executive Vice President and Chief Financial Officer of registrant and Regions Bank. 2010 Kate R.
Previously served as Head of Digital and Contact Center Banking and Head of Enterprise Technology Strategic Services at Truist Bank. 2022 Tara A. Plimpton 56 Senior Executive Vice President, Chief Legal Officer and Corporate Secretary of registrant and Regions Bank. Previously served as General Counsel of registrant and Regions Bank.
Previously served as Chief Human Resources Officer of registrant and Regions Bank. 2010 C. Dandridge Massey 55 Senior 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.
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.
Danella 47 Senior 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.
Item 4. Mine Safety Disclosures. Not applicable. 43 Table of Contents Information About Our Executive Officers Information concerning the Executive Officers of Regions as of February 21, 2025 , is set forth below. Executive Officer Age Position and Offices Held with Registrant and Subsidiaries Executive Officer Since John M.
Item 4. Mine Safety Disclosures. Not applicable. Information About Our Executive Officers Information concerning the Executive Officers of Regions as of February 24, 2026 , is set forth below. Executive Officer Age Principal Occupations Executive Officer Since John M. Turner, Jr. 64 Chairman, President and Chief Executive Officer 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. Ritter 54 Senior Executive Vice President and Head of Wealth Management Group of registrant and Regions Bank. Director of Highland Associates, Inc. 2010 Brian R.
Plimpton 57 Senior 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.
Keenan 57 Senior 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 Massey 54 Senior Executive Vice President and Chief Enterprise Operations and Technology Officer 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 41 Table of Contents David R. Keenan 58 Senior Executive Vice President and Chief Administrative and Human Resources Officer of registrant and Regions Bank.
Turner, Jr. 61 Senior Executive Vice President and Chief Financial Officer of registrant and Regions Bank. 2010 Kate R. Danella 46 Senior Executive Vice President and Head of Consumer Banking Group of registrant and Regions Bank.
Ritter 55 Senior Executive Vice President and Head of Wealth Management Group of registrant and Regions Bank. Director of Highland Associates, Inc. 2010 Brian R. Willman 53 Senior Executive Vice President and Head of Corporate Banking Group of registrant and Regions Bank.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+3 added−1 removed5 unchanged
Restrictions on the ability of Regions Bank to transfer funds to Regions at December 31, 2024, 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.
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.
The following table presents information regarding issuer purchases of equity securities during the fourth quarter of 2024. All of these shares were immediately retired upon repurchase and therefore were not included in treasury stock.
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.
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. On December 10, 2024, the Board authorized an extension of the common stock repurchase program through the fourth quarter of 2025.
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.
Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs October 1-31, 2024 1,762,867 $ 23.82 1,762,867 $ 1,904,952,464 November 1-30, 2024 635,715 $ 23.60 635,715 $ 1,889,942,945 December 1-31, 2024 — $ — — $ 1,889,942,945 Total Fourth Quarter 2,398,582 $ 23.76 2,398,582 $ 1,889,942,945 _____ (1) Average price paid does not reflect the 1 percent excise tax charged on public company share repurchases. 45 Table of Contents 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.
Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs October 1-31, 2025 7,339,278 $ 24.22 7,339,278 $ 1,080,476,188 November 1-30, 2025 7,125,137 $ 24.49 7,125,137 $ 905,877,347 December 1-31, 2025 2,740,125 $ 26.52 2,740,125 $ 833,162,182 Total Fourth Quarter 17,204,540 $ 24.70 17,204,540 $ 833,162,182 _____ (1) Average price paid does not reflect the 1 percent excise tax charged on public company share repurchases. 43 Table of Contents 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.
As of February 20, 2025, there were 33,446 holders of record of Regions common stock (including participants in the Broadridge Direct Stock Purchase and Dividend Reinvestment Plan for Regions Financial Corporation).
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.
Removed
Cumulative Total Return 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Regions $ 100.00 $ 98.37 $ 137.12 $ 140.29 $ 132.30 $ 168.05 S&P 500 Index 100.00 118.39 152.34 124.73 157.48 196.85 S&P 500 Banks Index 100.00 86.25 116.81 94.38 104.72 144.74
Added
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.
Added
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.
Added
Cumulative Total Return 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Regions $ 100.00 $ 139.39 $ 142.62 $ 134.49 $ 170.84 $ 205.44 S&P 500 Index 100.00 128.68 105.36 133.03 166.28 195.98 S&P 500 Banks Index 100.00 135.44 109.43 121.42 167.82 224.54

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

230 edited+81 added−86 removed127 unchanged
Income Taxes Accrued income taxes are reported as a component of either other assets or other liabilities, as appropriate, in the consolidated balance sheets and reflect management’s estimate of income taxes to be paid or received. The Company is subject to income tax in the U.S. and multiple state and local jurisdictions.
Income Taxes Accrued income taxes are reported as a component of either other assets or other liabilities, as appropriate, in the consolidated balance sheets and reflect management’s estimate of income taxes to be received or paid. The Company is subject to income tax in the U.S. and multiple state and local jurisdictions.
The primary risk exposures identified and managed through the Company’s risk management framework are market risk, liquidity risk, credit risk, operational risk, legal risk, compliance risk, reputational risk and strategic risk. • Market risk is the risk to the Company’s financial condition resulting from adverse movements in market rates or prices, such as interest rates, foreign exchange rates or equity prices. • Liquidity risk is the potential that the Company will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding (referred to as "funding liquidity risk") or the potential that the 76 Table of Contents Company cannot easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions (referred to as "market liquidity risk"). • Credit risk is the risk that arises from the potential that a borrower or counterparty will fail to perform on an obligation. • Operational risk is the risk of loss resulting from inadequate or failed internal processes, people, and systems or from external events. • Legal risk is defined as the risk associated with the failure to meet Regions' legal obligations from legislative, regulatory, or contractual perspectives. • Compliance risk is the risk to current or anticipated earnings or capital arising from violations of laws, rules, or regulations, or from non-conformance with prescribed practices, internal policies and procedures, or ethical standards. • Reputational risk is the potential that negative publicity regarding the Company’s business practices, whether true or not, will cause a decline in the customer base, costly litigation, or revenue reductions. • Strategic risk is the risk to current or projected financial condition and resilience from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the banking industry and operating environment.
The primary risk exposures identified and managed through the Company’s risk management framework are market risk, liquidity risk, credit risk, operational risk, legal risk, compliance risk, reputational risk and strategic risk. • Market risk is the risk to the Company’s financial condition resulting from adverse movements in market rates or prices, such as interest rates, foreign exchange rates or equity prices. • Liquidity risk is the potential that the Company will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding (referred to as "funding liquidity risk") or the potential that the Company cannot easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions (referred to as "market liquidity risk"). • Credit risk is the risk that arises from the potential that a borrower or counterparty will fail to perform on an obligation. • Operational risk is the risk of loss resulting from inadequate or failed internal processes, people, and systems or from external events. • Legal risk is defined as the risk associated with the failure to meet Regions' legal obligations from legislative, regulatory, or contractual perspectives. • Compliance risk is the risk to current or anticipated earnings or capital arising from violations of laws, rules, or regulations, or from non-conformance with prescribed practices, internal policies and procedures, or ethical standards. • Reputational risk is the potential that negative publicity regarding the Company’s business practices, whether true or not, will cause a decline in the customer base, costly litigation, or revenue reductions. 72 Table of Contents • Strategic risk is the risk to current or projected financial condition and resilience from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the banking industry and operating environment.
These techniques require management to make estimates regarding future net servicing cash flows, taking into consideration historical and forecasted mortgage loan prepayment rates, discount rates, escrow balances and servicing costs. Changes in interest rates, prepayment speeds or other factors impact the fair value of MSRs which impacts earnings.
These techniques require management to make estimates regarding future net servicing cash flows, taking into consideration historical and forecasted mortgage loan prepayment rates, discount rates, escrow balances and servicing costs. Changes in interest rates, prepayment speeds or other factors impact the fair value of residential MSRs which impacts earnings.
In evaluating the liquidity within the securities portfolio, unencumbered investment securities are primarily comprised of U.S Treasury securities and residential and commercial agency MBS. Unencumbered investment securities also includes certain corporate bonds considered to be highly liquid and other securities, primarily non-agency commercial MBS. Regions’ financing arrangement with the FHLB adds additional flexibility in managing the Company's liquidity position.
In evaluating the liquidity within the securities portfolio, unencumbered investment securities are primarily comprised of U.S Treasury securities and residential and commercial agency MBS. Unencumbered investment securities also includes certain corporate bonds considered to be highly liquid and other securities. Regions’ financing arrangement with the FHLB adds additional flexibility in managing the Company's liquidity position.
Regions includes simulations of gradual interest rate movements phased in over a six-month period that may more realistically mimic the speed of potential interest rate movements. Exposure to Interest Rate Movements —Regions' balance sheet is naturally asset sensitive, with net interest income increasing with higher interest rates, and decreasing with lower interest rates.
Regions includes simulations of gradual interest rate movements phased in over a six-month period that may more realistically mimic the speed of potential interest rate changes. Exposure to Interest Rate Movements —Regions' balance sheet is naturally asset sensitive, with net interest income increasing with higher interest rates, and decreasing with lower interest rates.
Some of the metro areas which had seen the largest cumulative increases over the prior few years have begun to see house prices decline, but underlying demand, in part reflecting above-average population growth, will help stem the extent of any such declines.
Some of the metro areas which had seen the largest cumulative increases over the prior few years have begun to see house prices decline, but underlying demand, in part reflecting persistently above-average population growth, will help stem the extent of any such declines.
The allowance is also sensitive to external factors such as the general health of the economy, as evidenced by changes in interest rates, inflation, GDP, unemployment rates, changes in real estate demand and values, volatility in commodity prices, bankruptcy filings, and the effects of weather and natural disasters such as droughts, floods and hurricanes.
The allowance is also sensitive to external factors such as the general health of the economy, as evidenced by changes in interest rates, inflation, GDP, unemployment rates, changes in real estate demand and values, volatility in commodity prices, bankruptcy filings, and the effects of weather and natural disasters such as floods and hurricanes.
This unfavorable scenario resulted in an allowance approximately 15 percent higher than the allowance using the expected scenario. Similar to the scenarios above, it is difficult to estimate how potential changes in credit risk factors might affect the overall allowance because of the wide variety of credit risk factors that are considered in estimating the allowance.
This unfavorable scenario resulted in an allowance approximately 15 percent higher than the allowance using the expected scenario. Similar to the scenario above, it is difficult to estimate how potential changes in credit risk factors might affect the overall allowance because of the wide variety of credit risk factors that are considered in estimating the allowance.
Specific characteristics of the underlying loans greatly impact the estimated value of the related residential and commercial MSRs. As a result, Regions stratifies its portfolios on the basis of certain risk characteristics, including loan type and contractual note rate, as applicable. Regions values its residential and commercial MSRs using discounted cash flow modeling techniques.
Specific characteristics of the underlying loans greatly impact the estimated value of the related residential MSRs. As a result, Regions stratifies its portfolios on the basis of certain risk characteristics, including loan type and contractual note rate, as applicable. Regions values its residential MSRs using discounted cash flow modeling techniques.
While balance sheet analysis, particularly EVE analysis, does contemplate the economic value of deposits, the estimated fair value of deposits is equal to their carrying value for certain financial statement footnote disclosures, consistent with industry practices. See Note 21 "Fair Value Measurements" to the consolidated financial statements for additional information.
While a balance sheet analysis, particularly EVE analysis, does contemplate the economic value of deposits, the estimated fair value of deposits is equal to their carrying value for certain financial statement footnote disclosures, consistent with industry practices. See Note 21 "Fair Value Measurements" to the consolidated financial statements for additional information.
Although sales of MSRs do occur, MSRs do not trade in an active market with readily observable market prices and the exact terms and conditions of sales may not be readily available, and are therefore Level 3 valuations in the fair value hierarchy previously discussed in the "Fair Value Measurements" section.
Although sales of residential MSRs do occur, residential MSRs do not trade in an active market with readily observable market prices and the exact terms and conditions of sales may not be readily available, and are therefore Level 3 valuations in the fair value hierarchy previously discussed in the "Fair Value Measurements" section.
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 economic forecast.
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.
Underwriting of commercial 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.
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.
Refer to Note 6 "Servicing of Financial Assets" to the consolidated financial statements for additional information including quantitative disclosures reflecting the effect that changes in management's assumptions would have on the fair value of MSRs.
Refer to Note 6 "Servicing of Financial Assets" to the consolidated financial statements for additional information including quantitative disclosures reflecting the effect that changes in management's assumptions would have on the fair value of residential MSRs.
(2) Includes forward starting notional with maturity relative to current quarter-end. For more information on notional by year, see Table 26. (3) All floating rates are SOFR based and may include SOFR conversion spread. (4) Interest rate options have an average cap strike of 6.22% and a floor of 1.86%.
(2) Includes forward starting notional with maturity relative to current quarter-end. For more information on notional by year, see Table 27. (3) All floating rates are SOFR based and may include SOFR conversion spread. (4) Interest rate options have an average cap strike of 6.22% and a floor of 1.86%.
Management believes the most significant potential impact of inflation on financial results is a direct result of Regions’ ability to manage the impact of changes in interest rates. The Company’s interest rate risk positioning was mostly neutral as of December 31, 2024, and therefore, net interest income increases or declines only modestly from higher or lower interest rates.
Management believes the most significant potential impact of inflation on financial results is a direct result of Regions’ ability to manage the impact of changes in interest rates. The Company’s interest rate risk positioning was mostly neutral as of December 31, 2025, and therefore, net interest income increases or declines only modestly from higher or lower interest rates.
The emphasis of this discussion will be on operations for the years 2024 and 2023; in addition, financial information for prior years will also be presented when appropriate. Regions’ profitability, like that of many other financial institutions, is dependent on its ability to generate revenue from net interest income as well as non-interest income sources.
The emphasis of this discussion will be on operations for the years 2025 and 2024; in addition, financial information for prior years will also be presented when appropriate. Regions’ profitability, like that of many other financial institutions, is dependent on its ability to generate revenue from net interest income as well as non-interest income sources.
As a result, year over year changes may be impacted. 65 Table of Contents The Company's total non-owner-occupied commercial real estate lending consists of both unsecured commercial and industrial loans that are real estate related (including REITs) and investor real estate loans and are considered to be well diversified across property types.
As a result, year over year changes may be impacted. 61 Table of Contents The Company's total non-owner-occupied commercial real estate lending consists of both unsecured commercial and industrial loans that are real estate related (including REITs) and investor real estate loans and are considered to be well diversified across property types.
(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. 54 Table of Contents Table 2 "Volume and Yield/Rate Variances" provides additional information with which to analyze the changes in net interest income.
(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. 51 Table of Contents Table 2 "Volume and Yield/Rate Variances" provides additional information with which to analyze the changes in net interest income.
Throughout 2024, the decline in commercial and industrial loans was broad-based as shown in Table 11. The commercial portfolio also includes owner-occupied commercial real estate mortgage loans to operating businesses, which are loans for long-term financing on real estate assets, and are repaid by cash generated by business operations.
Throughout 2025, the decline in commercial and industrial loans was broad-based as shown in Table 11. The commercial portfolio also includes owner-occupied commercial real estate mortgage loans to operating businesses, which are loans for long-term financing on real estate assets, and are repaid by cash generated by business operations.
The following table presents information regarding the future principal payment reset dates for the Company's home equity lines of credit as of December 31, 2024. The balances presented are based on maturity date for lines with a balloon payment and draw period expiration date for lines that convert to a repayment period.
The following table presents information regarding the future principal payment reset dates for the Company's home equity lines of credit as of December 31, 2025. The balances presented are based on maturity date for lines with a balloon payment and draw period expiration date for lines that convert to a repayment period.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE OVERVIEW Management believes the following sections provide an overview of several of the most relevant matters necessary for an understanding of the financial aspects of Regions' business, particularly regarding its 2024 results.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE OVERVIEW Management believes the following sections provide an overview of several of the most relevant matters necessary for an understanding of the financial aspects of Regions' business, particularly regarding its 2025 results.
Non-interest income includes fees from service charges on deposit accounts, card and ATM fees, mortgage servicing and secondary marketing, investment management and 49 Table of Contents trust activities, capital markets and other customer services which Regions provides.
Non-interest income includes fees from service 47 Table of Contents charges on deposit accounts, card and ATM fees, mortgage servicing and secondary marketing, investment management and trust activities, capital markets and other customer services which Regions provides.
The tax laws and regulations in each jurisdiction are complex and may be subject to different interpretations by the Company and the relevant government taxing authorities. Therefore, the Company is required to exercise judgment in determining tax accruals and evaluating the Company’s tax positions, including evaluating uncertain tax positions.
The tax laws and regulations in each jurisdiction are complex and may be subject to different interpretations by the Company and the relevant government taxing authorities. Therefore, the Company is required to exercise judgment in determining tax accruals and evaluating the Company’s tax positions, including evaluating UTBs.
As of December 31, 2024, Regions' net interest income profile was mostly neutral to both gradual and instantaneous parallel yield curve shifts as compared to the base case for the 12-month measurement horizon ending December 2025.
As of December 31, 2025, Regions' net interest income profile was mostly neutral to both gradual and instantaneous parallel yield curve shifts as compared to the base case for the 12-month measurement horizon ending December 2026.
Hedging activity has reduced the exposure to net interest income late in the rising interest rate cycle as intended. Refer to Table 24 "Interest Rate Sensitivity" for additional details on Regions’ interest rate sensitivity. Additionally, inflation has the potential to impact credit risk.
Hedging activity has reduced the exposure to net interest income late in the rising interest rate cycle as intended. Refer to Table 25 "Interest Rate Sensitivity" for additional details on Regions’ interest rate sensitivity. Additionally, inflation has the potential to impact credit risk.
Furthermore, over the 12 month horizon, an increase of $1 billion in deposit remixing would decrease net interest income by approximately $24 million, and a decrease of $1 billion in deposit remixing would increase net interest income by $24 million in the parallel, instantaneous +100 basis point scenario.
Furthermore, over the 12 month horizon, an increase of $1 billion in deposit remixing would decrease net interest income by approximately $21 million, and a decrease of $1 billion in deposit remixing would increase net interest income by $21 million in the parallel, instantaneous +100 basis point scenario.
An increase or reduction in short-term interest rates (such as the Fed Funds rate, the interest rate on reserve balances, and SOFR) will drive the yield on assets and liabilities contractually tied to such rates higher or lower.
An increase or reduction in short-term interest rates (such as the Federal Funds rate, the interest rate on reserve balances, and SOFR) will drive the yield on assets and liabilities contractually tied to such rates higher or lower.
Additionally, changes in factors and inputs may be 50 Table of Contents directionally inconsistent, such that improvement in one factor may offset deterioration in others. However, to consider the impact of a hypothetical alternate economic forecast, Regions estimated the allowance using a scenario that was one standard deviation unfavorable to the expected scenario for each macroeconomic variable.
Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others. However, to consider the impact of a hypothetical alternate economic forecast, Regions estimated the allowance using a scenario that was one standard deviation unfavorable to the expected scenario for each macroeconomic variable.
Maturities in the loan portfolio provide a steady flow of funds, and are supplemented by Regions' deposit base. 82 Table of Contents Cash reserves, liquid assets and secured borrowing capabilities aid in the management of liquidity in normal and stressed conditions, and/or meeting the need of contingent events such as obligations related to potential litigation.
Maturities in the loan portfolio provide a steady flow of funds, and are supplemented by Regions' deposit base. Cash reserves, liquid assets and secured borrowing capabilities aid in the management of liquidity in normal and stressed conditions, and/or meeting the need of contingent events such as obligations related to potential litigation.
Such policies can work to either encourage or discourage financing dynamics and represent a risk that is extremely difficult to forecast and may be the result of non-economic factors. The Company attempts to monitor and manage such exposures within reasonable expectations while acknowledging all such risks cannot be foreseen or avoided.
Such policies can work to either encourage or discourage financing dynamics and represent a risk that is extremely difficult to forecast and may be the result of non-economic factors. The Company attempts to 79 Table of Contents monitor and manage such exposures within reasonable expectations while acknowledging all such risks cannot be foreseen or avoided.
For more information, refer to the following additional sections within this Form 10-K: • "Portfolio Characteristics" section of MD&A • “Allowance for Credit Losses” discussion within the “Critical Accounting Policies and Estimates” section of MD&A • “Provision for Credit Losses” discussion within the “Operating Results” section of MD&A • “Loans,” “Allowance for Credit Losses,” and “Non-performing Assets” discussions within the “Balance Sheet Analysis” section of MD&A • Note 4 "Loans" to the consolidated financial statements • Note 5 "Allowance for Credit Losses" to the consolidated financial statements Liquidity At the end of 2024, Regions Bank had $7.8 billion in cash on deposit with the Federal Reserve Bank and the loan-to-deposit ratio was 76 percent.
For more information, refer to the following additional sections within this Form 10-K: • “Allowance” discussion within the “Critical Accounting Policies and Estimates” section of MD&A • “Provision for Credit Losses” discussion within the “Operating Results” section of MD&A • “Loans,” "Portfolio Characteristics", “Allowance,” and “Non-performing Assets” discussions within the “Balance Sheet Analysis” section of MD&A • Note 4 "Loans" to the consolidated financial statements • Note 5 "Allowance for Credit Losses" to the consolidated financial statements Liquidity At the end of 2025, Regions Bank had $7.8 billion in cash on deposit with the Federal Reserve Bank and the loan-to-deposit ratio was 73 percent.
The levels of these borrowings can fluctuate depending on the Company's funding needs and the sources utilized. 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.
The levels of these borrowings can fluctuate depending on the Company's funding needs and 70 Table of Contents the sources utilized. 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.
The Company completed its annual goodwill impairment test as of October 1, 2024, by performing a qualitative assessment of goodwill at the reporting unit level to determine whether any indicators of impairment existed.
The Company completed its annual goodwill impairment test as of October 1, 2025, by performing a qualitative assessment of goodwill at the reporting unit level to determine whether any indicators of impairment existed.
See the “Supervision and Regulation—Liquidity Regulation” subsection of the “Business” section, the "Risk Factors" section and the "Liquidity" section for more information. RISK MANAGEMENT Regions is exposed to various risks as part of the normal course of operations.
See the “Supervision and Regulation—Liquidity Requirements” subsection of the “Business” section, the "Risk Factors" section and the "Liquidity" section for more information. RISK MANAGEMENT Regions is exposed to various risks as part of the normal course of operations.
It is difficult to estimate how potential changes in any one economic factor might affect the overall allowance because a wide variety of factors and inputs are considered in the allowance estimate. Changes in the factors and inputs may not occur at the same rate and may not be consistent across all product types.
It is difficult to estimate how potential changes in any one economic factor might affect the overall allowance because a wide variety of factors and inputs are considered in the allowance estimate. Changes in the factors and inputs may not occur at 48 Table of Contents the same rate and may not be consistent across all product types.
These owner-occupied real estate and real estate construction loans generally mature within a 10 year period and with amortization periods reflecting the longer life of the underlying collateral. Typical structure is an amortizing term loan, though construction loans are short-term, monitored, non-revolving draw facilities.
These owner-occupied real estate and real estate construction loans generally mature within a 10 year period and with amortization 59 Table of Contents periods reflecting the longer life of the underlying collateral. Typical structure is an amortizing term loan, though construction loans are short-term, monitored, non-revolving draw facilities.
Table 6— Relative Contractual Maturities Debt Securities Maturing as of December 31, 2024 Within One Year After One But Within Five Years After Five But Within Ten Years After Ten Years Total (Dollars in millions) U.S.
Table 6— Relative Contractual Maturities Debt Securities Maturing as of December 31, 2025 Within One Year After One But Within Five Years After Five But Within Ten Years After Ten Years Total (Dollars in millions) U.S.
These loans frequently have a covenant package combination 62 Table of Contents consistent with the underwriting of commercial loans, inclusive of applicable debt service coverage, leverage, and liquidity measurements. Underwriting for owner-occupied real estate and real estate construction loans is consistent with the underwriting of commercial loans, with particular attention to the enhancement provided by the underlying real estate collateral.
These loans frequently have a covenant package combination consistent with the underwriting of commercial loans, inclusive of applicable debt service coverage, leverage, and liquidity measurements. Underwriting for owner-occupied real estate and real estate construction loans is consistent with the underwriting of commercial loans, with particular attention to the enhancement provided by the underlying real estate collateral.
The estimated exposure associated with the rising and falling rate scenarios in Table 24 below reflects the combined impacts of movements in short-term and long-term interest rates.
The estimated exposure associated with the rising and falling rate scenarios in Table 25 below reflects the combined impacts of movements in short-term and long-term interest rates.
Regions has made use of interest rate swaps and options in balance sheet hedging strategies to effectively convert a portion of its fixed-rate funding position to a variable-rate position, to effectively convert a portion of its fixed-rate debt securities available for sale portfolio to a variable-rate position, and to effectively convert a portion of its floating-rate loan portfolios to fixed-rate.
Regions has made use of interest rate swaps and options in balance sheet hedging strategies to effectively convert a portion of its fixed-rate funding position to a variable-rate position, to effectively convert a portion of its fixed-rate debt securities available for sale portfolio to a variable-rate position, and to effectively convert a portion of its floating-rate loan 76 Table of Contents portfolios to fixed-rate.
For non-dealer transactions, the need for collateral is evaluated on an individual transaction basis and is primarily dependent on the financial strength of the counterparty. Credit risk is also reduced significantly by entering into legally enforceable master netting agreements.
For non-dealer transactions, the need for collateral is evaluated on an individual transaction basis and is primarily dependent on the financial 77 Table of Contents strength of the counterparty. Credit risk is also reduced significantly by entering into legally enforceable master netting agreements.
Table 23—Credit Ratings As of December 31, 2024 S&P Moody’s Fitch DBRS (1) Regions Financial Corporation Senior unsecured debt BBB+ Baa1 A- A Subordinated debt BBB Baa1 BBB+ WR Regions Bank Short-term A-2 P-1 F1 R-1M Long-term bank deposits N/A A1 A AH Senior unsecured debt A- Baa1 A- AH Subordinated debt BBB+ Baa1 BBB+ A Outlook Stable Stable Stable Stable ____ (1) As of March 31, 2024, DBRS withdrew their rating on Regions Financial Corporation's subordinated debt.
Table 24—Credit Ratings As of December 31, 2025 S&P Moody’s Fitch DBRS (1) Regions Financial Corporation Senior unsecured debt BBB+ Baa1 A- A Subordinated debt BBB Baa1 BBB+ WR Regions Bank Short-term A-2 P-1 F1 R-1M Long-term bank deposits N/A A1 A AH Senior unsecured debt A- Baa1 A- AH Subordinated debt BBB+ Baa1 BBB+ A Outlook Stable Stable Stable Positive ____ (1) As of March 31, 2024, DBRS withdrew their rating on Regions Financial Corporation's subordinated debt.
The scenarios are inclusive of all interest rate hedging activities. More information regarding hedges is disclosed in Table 25 and its accompanying description.
The scenarios are inclusive of all interest rate hedging activities. More information regarding hedges is disclosed in Table 26 and its accompanying description.
Time deposit accounts with balances of $250,000 or more totaled $2.8 billion and $2.6 billion at December 31, 2024 and 2023, respectively.
Time deposit accounts with balances of $250,000 or more totaled $2.6 billion and $2.8 billion at December 31, 2025 and 2024, respectively.
RATINGS Table 23 "Credit Ratings" reflects the debt ratings information of Regions Financial Corporation and Regions Bank by S&P, Moody’s, Fitch and DBRS.
RATINGS Table 24 "Credit Ratings" reflects the debt ratings information of Regions Financial Corporation and Regions Bank by S&P, Moody’s, Fitch and DBRS.
The counterparty risk for cleared trades effectively moves from the executing broker to the clearinghouse allowing Regions to benefit from the risk mitigation controls in place at the respective clearinghouse. The “Credit Risk” section in this report contains more information on the management of credit risk. Regions also uses derivatives to meet the needs of its customers.
The counterparty risk for cleared trades effectively moves from the executing broker to the clearinghouse allowing Regions to benefit from the risk mitigation controls in place at the respective clearinghouse. See the “Credit Risk” section for more information on the management of credit risk. Regions also uses derivatives to meet the needs of its customers.
(2) Debt securities are included on an amortized cost basis with yield and net interest margin calculated accordingly. (3) Interest income on debt securities includes hedging income of $7 million, hedging expense of $1 million, and hedging income of $41 million for the years ended December 31, 2024, 2023 and 2022, respectively.
(2) Debt securities are included on an amortized cost basis with yield and net interest margin calculated accordingly. (3) Interest income on debt securities includes hedging income of $20 million and $7 million and hedging expense of $1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
For some lending arrangements, Regions enters into interest rate swap and floor agreements to manage overall cash flow changes related to interest rate risk exposure on variable rate loans. The agreements effectively modify the Company’s exposure to interest rate risk by utilizing receive fixed/pay variable interest rate swaps and interest rate floors.
For some lending arrangements, Regions enters into hedges in the form of interest rate swap and floor agreements to manage overall cash flow changes related to interest rate risk exposure on variable rate loans. The agreements effectively modify the Company’s exposure to interest rate risk by utilizing receive fixed/pay variable interest rate swaps and interest rate floors.
The framework establishes sustainable processes and tools to effectively identify, measure, mitigate, monitor, and report liquidity risks beginning with Regions’ Liquidity Management Policy and the Liquidity Risk Appetite Statements approved by the Board.
Regions' maintains a liquidity management framework which establishes sustainable processes and tools to effectively identify, measure, mitigate, monitor, and report liquidity risks beginning with Regions’ Liquidity Management Policy and the Liquidity Risk Appetite Statements approved by the Board.
The Basel III Rules also officially defined CET1. Regions' CET1 ratio at December 31, 2024 was estimated to be 10.80%. For more information, refer to the following additional sections within this Form 10-K: • “Supervision and Regulation” discussion within Item 1.
The Basel III Rules also officially defined CET1. Regions' CET1 ratio at December 31, 2025 was estimated to be 10.89%. For more information, refer to the following additional sections within this Form 10-K: • “Supervision and Regulation” discussion within Item 1.
In performing the qualitative assessment, the Company evaluated events and circumstances since the last impairment analysis, recent operating performance including reporting unit performance, changes in market capitalization, regulatory actions and assessments, 51 Table of Contents changes in the business climate, company-specific factors, and trends in the banking industry.
In performing the qualitative assessment, the Company evaluated events and circumstances since the last impairment analysis, recent operating performance including reporting unit performance, changes in market capitalization, regulatory actions and assessments, changes in the business climate, company-specific factors, and trends in the banking industry.
These metrics compare with an estimated average life of 5.5 years and a duration of approximately 4.5 years for the portfolio at December 31, 2023. 59 Table of Contents Table 6 "Relative Contractual Maturities" details the contractual maturities of debt securities, including held to maturity and available for sale, and the related weighted-average yields.
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. 56 Table of Contents Table 6 "Relative Contractual Maturities" details the contractual maturities of debt securities, including held to maturity and available for sale, and the related weighted-average yields.
Furthermore, corporate deposits include those that are operational in nature (where the primary use is certain operational services such as clearing, custody, payments or other cash management activities). A significant amount of the Company's deposit base is insured by the FDIC or collateralized, with approximately $10.7 billion in deposits collateralized in public funds or in trusts at December 31, 2024.
Furthermore, corporate deposits include those that are operational in nature (where the primary use is certain operational services such as clearing, custody, payments or other cash management activities). A significant amount of the Company's deposit base is insured by the FDIC or collateralized, with approximately $11.4 billion in deposits collateralized in public funds or in trusts at December 31, 2025.
As noted, 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 in 2025 and beyond.
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 2026 and beyond.
In instances of contractual deferral, the new contractual maturity is used to determine maturity as outlined in the allowance section of Note 1 "Summary of Significant Accounting Policies".
In instances of contractual deferral, the new contractual maturity is used to determine maturity as outlined in the allowance section of Note 1 "Summary of Significant Accounting Policies" to the consolidated financial statements.
Incremental deposit pricing outperformance or underperformance of 5 percent in a parallel, instantaneous 100 basis point shock would increase or decrease net interest income by approximately $43 million. The table below summarizes Regions' positioning over the next 12 months in various parallel yield curve shifts (i.e., including all yield curve tenors).
Incremental deposit pricing outperformance or underperformance of 5 percent in a parallel, instantaneous 100 basis point shock would increase or decrease net interest income by approximately $46 million. The table below summarizes Regions' positioning over the next 12 months in various parallel yield curve shifts (i.e., all yield curve tenors move by the same magnitude).
See the "Loans", "Liquidity" and "Borrowed Funds" sections for more information. 58 Table of Contents DEBT SECURITIES The following table details the carrying values of debt securities, including both held to maturity and available for sale, as of December 31: Table 5—Debt Securities 2024 2023 (In millions) U.S.
See the "Debt Securities", "Loans" "Deposits", "Borrowed Funds", and "Liquidity" sections for more information. 55 Table of Contents DEBT SECURITIES The following table details the carrying values of debt securities, including both held to maturity and available for sale, as of December 31: Table 5—Debt Securities 2025 2024 (In millions) U.S.
The securities portfolio also serves as a primary source and storehouse of liquidity. Proceeds from maturities and principal and interest payments of securities provide a continual flow of funds available for cash needs (see Note 3 "Debt Securities" to the consolidated financial statements).
Refer to the "Cash and Cash Equivalents" section for more information. The securities portfolio also serves as a primary source and storehouse of liquidity. Proceeds from maturities and principal and interest payments of securities provide a continual flow of funds available for cash needs (see Note 3 "Debt Securities" to the consolidated financial statements).
Also, given the extent to which house prices have risen over recent years in these markets, the declines in house prices do not threaten to push owners into negative equity positions. The economic environment, as described above, impacted Regions' forecast utilized in calculating the ACL as of December 31, 2024.
Also, given the extent to which house prices have risen over recent years in these markets, the declines in house prices do not threaten to push large numbers of owners into negative equity positions. The economic environment, as described above, impacted Regions' forecast utilized in calculating the allowance as of December 31, 2025.
Additional information on the credit rating ranking within the overall classification system is located on the website of each credit rating agency. SHAREHOLDERS' AND TOTAL EQUITY Shareholders’ equity was $17.9 billion at December 31, 2024 as compared to $17.4 billion at December 31, 2023.
Additional information on the credit rating ranking within the overall classification system is located on the website of each credit rating agency. SHAREHOLDERS' AND TOTAL EQUITY Shareholders’ equity was $19.0 billion at December 31, 2025 as compared to $17.9 billion at December 31, 2024.
PROVISION FOR CREDIT LOSSES The provision for credit losses is used to maintain the allowance for loan losses and the reserve for unfunded credit losses at a level that in management's judgment is appropriate to absorb expected credit losses over the contractual life of the loan and credit commitment portfolio at the balance sheet date.
PROVISION FOR CREDIT LOSSES The provision for credit losses is used to maintain the allowance for loan losses and the reserve for unfunded credit losses at a level that management determines is appropriate to absorb expected credit losses over the contractual life of the loan and credit commitment portfolio at the balance sheet date.
Details regarding the allowance for credit losses, including an analysis of activity from the previous year’s total, are included in Table 17 "Allowance for Credit Losses". Also, refer to Table 18 "Allowance Allocation" for details pertaining to management’s allocation of the allowance to each loan category.
Details regarding the allowance for credit losses, including an analysis of activity from the previous year’s total, are included in Table 17 "Year-to-Date Allowance Analysis" and Table 18 "Allowance Roll-forward". Also, refer to Table 19 "Allowance Allocation" for details pertaining to management’s allocation of the allowance to each loan category.
Conversely, in a rising rate environment, these assets will prepay at a slower rate, resulting in opportunity cost by not having the cash flow to reinvest at higher rates. Prepayment risk can also impact the value of securities and the carrying value of equity.
Prepayments of assets carrying higher rates reduce Regions’ interest income and overall asset yields. Conversely, in a rising rate environment, these assets will prepay at a slower rate, resulting in opportunity cost by not having the cash flow to reinvest at higher rates. Prepayment risk can also impact the value of securities and the carrying value of equity.
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.
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" for more information.
As pay-fixed fair value hedges are further utilized to manage AOCI volatility, receive-fixed cash flow hedges may be entered as an offset to preserve Regions’ interest rate sensitivity.
As pay-fixed fair value hedges are further utilized to manage AOCI volatility, receive-fixed cash flow hedges may be entered into as an offset to preserve the interest rate sensitivity of Regions' entire balance sheet.
Additional discussion and a tabular presentation of the applicable holding company and bank regulatory capital requirements is included in Note 12 "Regulatory Capital Requirements and Restrictions" to the consolidated financial statements. LIQUIDITY Regions maintains a robust liquidity management framework designed to effectively manage liquidity risk in accordance with sound risk management principals and regulatory expectations.
Additional discussion and a tabular presentation of the applicable holding company and bank regulatory capital requirements is included in Note 12 "Regulatory Capital Requirements and Restrictions" in Item 8. “Financial Statements and Supplementary Data". Regions maintains a robust liquidity management framework designed to effectively manage liquidity risk in accordance with sound risk management principles and regulatory expectations.
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 decreased $140 million in comparison to year-end 2023 balances.
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.
COMPARISON OF 2023 WITH 2022 Refer to the “2023 Results” and "Operating Results" sections of Management's Discussion and Analysis of the Annual Report on Form 10-K for the year ended December 31, 2023, for comparisons of 2023 with 2022. 85 Table of Contents
COMPARISON OF 2024 WITH 2023 Refer to the “2024 Results” and "Operating Results" sections of Management's Discussion and Analysis of the Annual Report on Form 10-K for the year ended December 31, 2024, for comparisons of 2024 with 2023.
The following table summarizes the Company's available sources of liquidity as of December 31, 2024: Table 27—Liquidity Sources Availability as of December 31, 2024 (In billions) Cash at the Federal Reserve Bank (1) $ 7.8 Unencumbered investment securities (2) 23.1 FHLB borrowing availability 10.2 Federal Reserve Bank borrowing availability through the discount window 21.6 Total liquidity sources $ 62.7 ____ (1) Includes small in transit items that may not yet be reflected in the Federal Reserve Bank master account closing balance.
The following table summarizes the Company's available sources of liquidity as of December 31, 2025: Table 28—Liquidity Sources Availability as of December 31, 2025 (In billions) Cash at the Federal Reserve Bank (1) $ 7.6 Unencumbered investment securities (2) 26.3 FHLB borrowing availability 11.1 Federal Reserve Bank borrowing availability through the discount window 22.8 Total liquidity sources $ 67.8 ____ (1) Includes small in transit items that may not yet be reflected in the Federal Reserve Bank master account closing balance.
See the "Allowance" section for further information. 47 Table of Contents 2024 Results Regions reported net income available to common shareholders of $1.8 billion or $1.93 per diluted share in 2024 compared to net income available to common shareholders of $2.0 billion or $2.11 per diluted share in 2023.
See the "Allowance" section for further information. 2025 Results Regions reported net income available to common shareholders of $2.1 billion or $2.30 per diluted share in 2025 compared to net income available to common shareholders of $1.8 billion or $1.93 per diluted share in 2024.
The primary activities of the Risk Management Group include: • Interpreting internal and external signals that point to possible risk issues for the Company; • Identifying risks and determining which Company areas and/or products will be affected; • Ensuring there are mechanisms in place to specifically determine how risks will affect the Company as a whole and the individual area and or product; • Assisting business groups in analyzing trends and ensuring Company areas have appropriate risk identification and mitigation processes in place; and • Reviewing the limits, parameters, policies, and procedures in place to ensure the continued appropriateness of risk controls.
The primary activities of the Risk Management Group include: • Interpreting internal and external signals that point to possible risk issues for the Company; • Identifying risks and determining which Company areas and/or products will be affected; • Ensuring there are mechanisms in place to specifically determine how risks will affect the Company as a whole and the individual area and or product; • Assisting business groups in analyzing trends and ensuring Company areas have appropriate risk identification and mitigation processes in place; and • Reviewing the limits, parameters, policies, and procedures in place to ensure the continued appropriateness of risk controls. 73 Table of Contents As part of its ongoing assessment process, the Risk Management Group makes recommendations to management and the Risk Committee of the Board regarding adjustments to these controls as conditions or risk tolerances change.
Allowance The allowance consists of two components: the allowance for loan losses and the reserve for unfunded credit commitments. Unfunded credit commitments include items such as letters of credit, financial guarantees and binding unfunded loan commitments. Regions determines its allowance in accordance with GAAP and applicable regulatory guidance.
Unfunded credit commitments include items such as letters of credit, financial guarantees and binding unfunded loan commitments. Regions determines its allowance in accordance with GAAP and applicable regulatory guidance.
Cross references to more detailed information regarding each topic within MD&A and the consolidated financial statements are included. This summary is intended to assist in understanding the information provided, but should be read in conjunction with the entire MD&A and consolidated financial statements, as well as the other sections of this Annual Report on Form 10-K.
Cross references to more detailed information regarding each topic within MD&A and the consolidated financial statements are included. The following information should be read in conjunction with the entire MD&A and accompanying consolidated financial statements and related notes, as well as the other sections of this Annual Report on Form 10-K.
The amount of estimated uninsured deposits totaled $49.9 billion at December 31, 2024, therefore over 60 percent of total deposits were insured by the FDIC. The granularity of the Company's deposits was also evidenced by an average deposit account balance of approximately $18 thousand at December 31, 2024.
The amount of estimated uninsured deposits totaled $52.3 billion at December 31, 2025, therefore approximately 60 percent of total deposits were insured by the FDIC. The granularity of the Company's deposits was also evidenced by an average deposit account balance of approximately $19 thousand at December 31, 2025.
Under the Basel III Rules, Regions is designated as a standardized approach bank. The Basel III Rules maintain the minimum guidelines for Regions to be considered well-capitalized for Tier 1 capital and Total capital at 6.0% and 10.0%, respectively. At December 31, 2024, Regions’ Tier 1 capital and Total capital ratios were estimated to be 12.17% and 14.06%, respectively.
Under the Basel III Rules, Regions is designated as a standardized approach bank. The Basel III Rules maintain the minimum guidelines for Regions to be considered well-capitalized for Tier 1 capital and Total capital at 6.0% and 10.0%, respectively. At December 31, 2025, Regions’ Tier 1 capital and Total capital ratios were 11.99% and 13.89%, respectively.
In either scenario, it is expected that changes in funding costs and balance sheet hedging income will offset the change in asset yields, resulting in little change to net interest income. Net interest income remains exposed to intermediate and long-term yield curve tenors.
In either scenario, it is expected that changes in funding costs and balance sheet hedging income will offset the change in asset yields, resulting in little change to net interest income.
The following table presents additional information about hedging interest rate derivatives used by Regions to manage interest rate risk: Table 25—Hedging Derivatives by Interest Rate Risk Management Strategy December 31, 2024 Notional Amount Weighted-Average Maturity (Years) Receive Rate Pay Rate (Dollars in millions) Derivatives in fair value hedging relationships: Receive variable/pay fixed swaps - debt securities available for sale (1)(2)(3) $ 2,334 5.2 4.4 % 4.0 % Receive fixed/pay variable swaps - borrowings and time deposits (3) 3,150 4.9 2.3 % 4.3 % Derivatives in cash flow hedging relationships: Receive fixed/pay variable swaps - floating-rate loans (1)(2)(3) $ 36,660 3.2 3.1 % 4.3 % Interest rate options (4) 2,000 3.5 Total derivatives designated as hedging instruments $ 44,144 _________ (1) Floating rates represent the most recent fixing for active derivatives and the first forward fixing for future starting derivatives.
The following table presents additional information about hedging interest rate derivatives used by Regions to manage interest rate risk: Table 26—Hedging Derivatives by Interest Rate Risk Management Strategy December 31, 2025 Notional Amount Weighted-Average Maturity (Years) Receive Rate Pay Rate (Dollars in millions) Derivatives in cash flow hedging relationships: Receive fixed/pay variable swaps - floating-rate loans (1)(2)(3) $ 39,918 3.4 3.2 % 3.7 % Interest rate options (4) 2,000 2.5 Derivatives in fair value hedging relationships: Receive variable/pay fixed swaps - debt securities available for sale (1)(2)(3) 5,667 6.4 3.8 % 3.7 % Receive fixed/pay variable swaps - borrowings (3) 2,400 5.4 2.9 % 3.7 % Total derivatives designated as hedging instruments $ 49,985 _________ (1) Floating rates represent the most recent fixing for active derivatives and the first forward fixing for future starting derivatives.
The following table provides detail of these loans: Table 12— Unsecured Commercial Real Estate and Investor Real Estate Exposure December 31, 2024 Loan Balance Percent of Total (1) (In millions) Residential homebuilders $ 1,081 7.1 % Apartments 4,371 28.6 % Industrial 2,287 15.0 % Data center 332 2.2 % Diversified 1,740 11.4 % Business offices 1,473 9.6 % Residential land 55 0.4 % Retail 1,458 9.5 % Healthcare 1,129 7.4 % Hotel 785 5.1 % Commercial land 19 0.1 % Self Storage 296 1.9 % Other 260 1.7 % Total (2) $ 15,286 100 % _______ (1) Amounts calculated based on whole dollar values.
The following tables provide detail of these loans as of December 31: Table 12— Unsecured Commercial Real Estate and Investor Real Estate Exposure 2025 2024 Loan Balance Percent of Total (1) Loan Balance Percent of Total (1) (In millions) Residential homebuilders $ 1,066 6.8 % $ 1,081 7.1 % Apartments 4,682 29.7 % 4,371 28.6 % Industrial 2,347 14.9 % 2,287 15.0 % Data center 502 3.2 % 332 2.2 % Diversified 1,856 11.8 % 1,740 11.4 % Business offices 1,020 6.4 % 1,473 9.6 % Residential land 70 0.4 % 55 0.4 % Retail 1,188 7.5 % 1,458 9.5 % Healthcare 1,268 8.0 % 1,129 7.4 % Hotel 737 4.7 % 785 5.1 % Commercial land 44 0.3 % 19 0.1 % Self Storage 310 2.0 % 296 1.9 % Other 679 4.3 % 260 1.7 % Total (2) $ 15,769 100.0 % $ 15,286 100.0 % _______ (1) Amounts calculated based on whole dollar values.
Full-time equivalent headcount decreased to 19,644 at December 31, 2024 from 20,101 at December 31, 2023. Professional, Legal and Regulatory Expenses Professional, legal, and regulatory expenses consist of amounts related to legal, consulting, other professional fees and regulatory charges.
Full-time equivalent headcount increased slightly to 19,969 at December 31, 2025 from 19,644 at December 31, 2024. Professional, Legal and Regulatory expenses Professional, legal, and regulatory expenses consist of amounts related to legal, consulting, other professional fees and regulatory charges.

… 317 more changes not shown on this page.

Other RF 10-K year-over-year comparisons