Regions Financial (RF) 10-K risk factor changes: FY2024 vs FY2023

- We are subject to [removed: environmental, social and governance] [added: ESG] risks that could adversely affect our business, reputation and the trading price of our common stock.

- We are subject to extensive governmental regulation, which could have an adverse impact on our [removed: operations.][added: operations and our business model.]

- We face substantial legal and operational risks in [added: our] safeguarding [added: and other processing of] personal information.

- Our operations rely on [removed: its] [added: our] ability, and the ability of key external parties, to maintain appropriately-staffed workforces, and on the competence, trustworthiness, health and safety of employees.

We provide traditional commercial, retail and mortgage banking services, as well as other financial services including asset management, wealth management, securities brokerage, merger-and-acquisition advisory services and other specialty [added: financing.]

[removed: - An increase in the number of clients and] [added: Customers or] counterparties [removed: who] [added: may] become delinquent, file for protection under bankruptcy laws or default on their loans or [removed: other obligations to us,] [added: leases,] which could result in a higher level of nonperforming assets, net charge-offs, [added: and] provisions for credit [removed: losses and valuation adjustments on loans held for sale;][added: losses.]

- A decrease in the supply of deposits or the need to price interest-bearing deposits higher due to competitive [removed: forces,] [added: 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 [removed: securities.][added: 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 [added: trade,] fiscal or monetary [removed: policy] [added: policy, including tariffs,] that would cause business and economic conditions to improve.

Volatility and uncertainty related to inflation and the effects of inflation, which has led to increased costs for businesses and consumers and potentially contribute to poor business [removed: and] economic [removed: conditions generally] [added: conditions, has] and may [added: continue to] enhance or contribute to some of the risks of our business.

For example, higher inflation, or volatility and uncertainty related to inflation, [removed: could] [added: has and may continue to] reduce demand for our products, adversely affect the creditworthiness of the Company’s [removed: borrowers or result in] [added: borrowers,] lower values for our investment securities and other fixed-rate [removed: assets.][added: assets, or otherwise adversely affect our businesses, financial conditions and results of operations.]

These factors are influenced by both the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as the local economy, competition [added: and demand] for loans and deposits, the monetary policy of the FOMC and interest rates markets.

The cost of our deposits and short-term wholesale borrowings is heavily impacted by market-based liquidity conditions and interest rates, factors which are influenced directly and indirectly by a mixture of effects including the FOMC’s monetary [removed: policy] [added: policy,] and economic [added: and financial] conditions.

Moreover, the market’s expectation of the future course of FOMC policy and economic factors interact to influence the path for market interest [removed: rates] [added: rates, relative interest rate relationships] and the shape of the yield curve.

The monetary policy tightening cycle observed [removed: since] [added: from] 2022 [removed: has] [added: through mid-2024] led to increased volatility in fixed income markets.

[removed: The] [added: 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.

[added: 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 [added: the potential for higher levels of] competition for deposits.

Our management periodically determines the allowance for credit losses based on available information, including the quality of the loan portfolio, the value of the underlying collateral and the level of non-accrual loans, taking into account relevant information about past events, current conditions and [removed: reasonable and supportable] [added: R&S] forecasts of future economic conditions that affect the collectability of our loan portfolio.

For example, if [removed: a hurricane or other natural disaster were to occur in one of our principal markets or if] economic conditions in those markets were to [added: significantly] deteriorate unexpectedly, additional credit losses not incorporated in the existing allowance for credit losses may occur.

The ratings assigned to Regions and Regions Bank remain subject to change at any time, and it is possible that any ratings agency [removed: will] [added: could] take action to downgrade Regions, Regions Bank or both in the future.

Adverse developments affecting the overall strength and soundness of other financial institutions, the financial services industry as a whole and the general economic climate and the U.S. Treasury market [removed: could] [added: has had and may in the future] have a negative impact on perceptions about the strength and soundness of our business even if we are not subject to the same adverse developments.

The failure of other banks and financial institutions and the measures taken by governments, businesses and other organizations in response to these [removed: events] [added: events, including increased regulatory scrutiny and heightened supervisory expectations,] could adversely impact Regions’ business, financial condition and results of operations.

Factors that could detrimentally impact our access to liquidity sources include increases in funding costs, a downturn [removed: in the geographic markets] [added: or disruption] in [removed: which our loans and operations are concentrated, difficult credit markets] [added: financial markets,] or unforeseen outflows of cash or [removed: collateral, including as a result of unusual effects in the market.][added: collateral (due, for example, to deposit outflows or draws upon loan commitments).]

Although we have historically been able to meet the liquidity needs of customers as necessary, the ability to do so is not assured, especially if [removed: a] [added: there are] large [removed: number of our depositors seek to withdraw their accounts, regardless of the reason.][added: simultaneous withdrawals from deposits or draws upon loan commitments.]

In [removed: 2023,] [added: 2024,] we sold [removed: 35.1%] [added: 52.2 percent] of the mortgage loans we originated to the Agencies.

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 [added: crime, hackers, terrorists, nation-states, nation state-supported actors, activists and other external parties.]

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 [removed: artificial intelligence.][added: AI.]

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 [removed: consumer and commercial applications.]

As new privacy and cybersecurity-related laws, regulations, rules and standards are implemented, the time and resources needed for us [added: to comply with such laws, regulations, rules and standards as well as our potential liability for non-compliance and reporting obligations in the case of cybersecurity or other similar incidents, may significantly increase.]

Although we endeavor to comply with our privacy policies, we may at times [added: or in the future] fail to do so or be alleged to have failed to do so.

Additional risks [removed: could] [added: may also] arise in connection with [removed: any] [added: a] failure or perceived failure by us, our service providers or other third parties with which we do business to provide adequate disclosure or transparency to our customers about the personal information collected from them and its use, to receive, document or honor the privacy preferences expressed by our customers, to protect personal information from unauthorized disclosure or to maintain proper training on privacy practices for all employees or third parties who have access to personal information in our possession or control.

We expect to make additional investments in innovation and technology to address technological [added: disruption in the industry and improve client offerings and service.]

As of December 31, [removed: 2023,] [added: 2024,] consumer residential real estate loans represented approximately [removed: 26.3%] [added: 26.5 percent] of our total loan portfolio.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 9.0%] [added: 9.0 percent] of our loan portfolio consisted of investor real estate loans.

The combination of these factors could result in deterioration in the fundamentals underlying the commercial real estate market and the deterioration in value of some of our [added: loans, as well as the ability of our borrowers to repay the amounts due under their] loans.

[removed: Any such deterioration] could [removed: adversely] affect the ability of [removed: our] borrowers to repay [removed: the amounts due under their] loans.

[removed: Specifically, the] [added: The] office property [removed: segment, which represents 1.5 percent of our total loan portfolio,] [added: segment] is undergoing a structural shift given the rise of a remote work environment resulting in heightened vacancies and potentially reduced leasing needs.

At December 31, [removed: 2023,] [added: 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).

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: $2.0] [added: $2.2] billion of our home equity lines and loans were in a second lien position.

[removed: The wars] [added: Global political and military conflicts, including the ongoing conflicts] in the [removed: Ukraine, Israel] [added: Ukraine] and the [removed: Gaza Strip presents] [added: Middle East, present] destabilizing forces, including higher and more volatile commodity and food prices, which may cause international and domestic economic deterioration.

- We are, and may in the future be, subject to claims and litigation calling into question our right to use the intellectual property underlying certain technology in our business.

- We are subject to numerous laws designed to protect consumers, including the CRA and fair lending laws, and a failure to comply with these laws could lead to a wide variety of penalties and other sanctions.

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.

To the extent that the yield curve steepens, net interest income would benefit, primarily from the additional yield provided to fixed rate asset reinvestment and production, without a commensurate offset from increasing funding costs.

Conversely, a flatter yield curve would reduce net interest income, all else equal.

consumer and commercial applications.

The U.S. government has raised concerns about increases in cyber-attacks and other similar incidents generally as a result of various political and military conflicts around the world.

For example, while we have taken steps to comply with applicable portions of the CCPA, we cannot ensure that such steps completely eliminate the risk of liability under the CCPA.

Additional risks could arise in connection with any failure, or perceived failure, to timely or sufficiently update or expand our privacy notices and policies to be fully compliant with quickly evolving state privacy requirements, and any failure to sufficiently respond to, or respond in a sufficiently timely manner to, consumer rights and other requests exercised under such state privacy laws, in each case to the extent they are applicable to us.

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.

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

Commercial real estate loans generally carry large balances and may involve a greater degree of financial and credit risk than other loans.

The increased financial and credit risk associated with these types of loans are a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the types of business and collateral, the size of loan balances, the effects of nationwide and regional economic conditions on income-producing properties and businesses and the increased difficulty of evaluating and monitoring these types of loans.

Declines in real estate markets or sustained economic downturns increase the risk of credit losses or charge-offs related to our loans or foreclosures on certain real estate properties.

The investor real estate loans we make are secured by income-producing properties such as office buildings, retail centers, mixed-use buildings and multi-tenanted light industrial properties.

At December 31, 2024, office properties constituted 1.6 percent of our total loan portfolio.

A reduction in the need for office space could result in a reduction in demand for these categories of commercial office and/or in our customers’ ability to repay their loans, which, in turn, may have an adverse effect on our business and results of operation.

Furthermore, additional softening in the real estate market in our primary market areas (in particular the South, Midwest, and Texas) could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability and asset quality.

If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings and shareholders’ equity could be adversely affected.

Unexpected decreases in investor real estate prices coupled with slow economic growth and elevated levels of unemployment could drive losses beyond those which are provided for in our allowance for loan losses.

We also may incur losses on investor real estate loans due to declines in occupancy rates and rental rates, which may decrease property values and may decrease the likelihood that a borrower may find permanent financing alternatives.

Any of these events could increase our costs, require management's time and attention, and have an adverse effect on our business 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.

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 investor real estate ownership could affect the ability of borrowers to repay loans.

If this information is

We are, and may in the future be, subject to claims and litigation calling into question our right to use the intellectual property underlying certain technology in our business.

Our business is dependent on proprietary technology and other intellectual property that we or our vendors own or license from third parties.

If another person or entity were deemed to own intellectual property rights infringed by our activities, we could be responsible for damages and fees to continue to engage in these types of activities and/or could be prevented from using technology important to our business for a period of time or permanently.

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.

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.

On January 28, 2025, USAA filed a lawsuit against Regions in the United States District Court, Eastern District of Texas, alleging that our mobile remote deposit capture process infringes certain patents held by USAA.

In some cases, financial institutions have suffered losses in connection with similar allegations.

We could incur significant expenses defending these claims and any future claims, even those without merit.

The outcome of any legal proceedings that remain unresolved cannot be determined, and adverse rulings in these matters could impact our financial condition.

We are subject to a variety of risks, including reputational risk, associated with environmental, social and governance, or ESG, issues - including differing perspectives on the meaning of the term “ESG.” Regions’ approach to such issues is about operating responsibly and creating shared value to benefit our customers, shareholders, communities, and workforce.

These and

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.

We expect the new administration will seek to implement a regulatory reform agenda that is different than that of the preceding administration, impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies.

- Transitions away from and the replacement of benchmark rates could adversely impact our business, financial condition and results of operations.

- The value of our goodwill and other intangible assets may decline in the future.

financing.

In response to sustained inflationary pressures, the Federal Reserve has tightened monetary policy, as described below.

To the extent these policies do not mitigate the volatility and uncertainty related to inflation and the effects of inflation, or to the extent conditions otherwise worsen, we could experience adverse effects on our business, financial condition and results of operations.

The Federal Reserve increased the benchmark federal funds interest rate from near zero in early 2022 to a range between 5.25 percent and 5.50 percent with the last increase occurring at its July 26, 2023 meeting.

While a persistently elevated, or

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.

Transitions away from and the replacement of benchmark rates could adversely impact our business, financial condition and results of operations.

Certain securities within the investment portfolio, certain hedging transactions and certain of the products that we offer, such as floating-rate loans and mortgages, determine their applicable interest rate or payment amount by reference to a benchmark rate, an index, or other financial metric.

LIBOR and certain other benchmark rates have been or currently are the subject of recent national, international, and other regulatory guidance and proposals for reform.

All LIBOR settings ceased to be published as of June 30, 2023.

Regions has adopted new products linked to alternative reference rates, such as adjustable-rate mortgages, consistent with guidance provided by U.S. regulators, ARRC and GSEs.

Additionally, Regions transitioned LIBOR-based products to alternative rates that are consistent with industry standard conventions.

In the fourth quarter of 2023, Bloomberg Index Services Limited announced the permanent cessation of the BSBY index and all tenors effective November 15, 2024.

Regions is in the process of evaluating exposure to BSBY and planning for cessation.

For a more detailed discussion of our management strategies related to the LIBOR cessation and transition, see the “LIBOR Transition and Reference Rate Reform” section of Item 7.

crime, hackers, terrorists, nation-states, nation state-supported actors, activists and other external parties.

The United States government has raised concerns about a potential increase in cyber-attacks and other similar incidents generally as a result of the military conflict between Russia and Ukraine and the related sanctions imposed by the United States and other countries or the ongoing Israel-Hamas conflict.

to comply with such laws, regulations, rules and standards as well as our potential liability for non-compliance and reporting obligations in the case of cybersecurity or other similar incidents, may significantly increase.

disruption in the industry and improve client offerings and service.

The properties securing income-producing investor real estate loans are typically not fully leased at the origination of the loan.

The borrower’s ability to repay the loan is instead dependent upon additional leasing through the life of the loan or the borrower’s successful operation of a business.

Continued uncertainty in economic conditions may impair a borrower's business operations and slow the execution of new leases.

Such economic conditions may also lead to existing lease turnover.

As a result of these factors, vacancy rates for retail, office and industrial space may increase, and hotel occupancy rates may decline.

High vacancy and lower occupancy rates could also result in rents falling.

As a result, our business, results of operations or financial condition may also be adversely affected.

This could magnify

inflationary pressure resulting from the pandemic and other sources and extend any prolonged period of higher inflation.

We are subject to a variety of risks, including reputational risk, associated with environmental, social and governance, or ESG, issues.

As a large financial institution with a diverse base of customers, vendors and suppliers, we may face negative publicity based on the identity, practices and perceptions of certain entities with whom we choose to do business.

The public holds diverse and potentially conflicting views of those entities, and their activities, including the perceived environmental, social or economic impacts of those entities or of financial institutions’ relationships with those entities.

Because we have multiple stakeholders, among them shareholders, customers, employees, federal and state regulatory authorities and political entities, often those stakeholders have differing, and sometimes conflicting, priorities and expectations regarding ESG issues.

Simultaneous, disparate and divergent sentiments on ESG-related matters from multiple stakeholder groups must be considered.

For example, there is an increasing number of state-level anti-ESG initiatives in the U.S. that may conflict with other regulatory requirements or our various stakeholders' expectations.

In addition, the current U.S. presidential administration has called on all regulatory agencies to reduce or eliminate certain fees relating to a number of services, including banking services.

We may fail to pursue, evaluate or complete strategic and competitively

To recoup losses to the DIF resulting from the bank failures of 2023, the FDIC also adopted a special assessment that will become effective in 2024 and will be collected over eight quarterly assessment periods.

of this Annual Report on Form 10-K, the Company was not required to participate in the 2023 CCAR process.

Management believes the following sections provide an overview of several of the most relevant matters necessary for an understanding of the financial aspects of [removed: Regions's] [added: Regions'] business, particularly regarding its [removed: 2023] [added: 2024] results.

After [added: what is expected to be] full-year [removed: 2023] [added: 2024] growth of [removed: 2.5] [added: around 2.8] percent, Regions' baseline forecast anticipates real GDP growth of [removed: 2.6] [added: 2.2] percent in [removed: 2024.][added: 2025.]

[removed: While the] [added: The] pace of job growth slowed over the course of [removed: the year, it was driven by] [added: 2024 reflecting] a slower pace of hiring [added: amongst firms] as opposed to a rising pace of layoffs.

Some of the metro areas which [removed: had, prior to the increase in mortgage interest rates,] [added: had] seen the largest [added: cumulative] increases [removed: in] [added: over the prior few years have begun to see] house prices [removed: could experience declining house prices,] [added: decline,] but [removed: continued robust population growth] [added: underlying demand,] in [removed: these markets] [added: part reflecting above-average population growth,] will help stem the extent of any such declines.

The [removed: continued] economic [removed: uncertainty,] [added: environment,] as described above, impacted Regions' forecast utilized in calculating the ACL as of December 31, [removed: 2023.][added: 2024.]

[removed: 2023 Results][added: | | | | 2023 (3) | | | | | | | | | | | | | | | | | | | | | | | |]

Regions reported net income available to common shareholders of [removed: $2.0] [added: $1.8] billion or [removed: $2.11] [added: $1.93] per diluted share in [removed: 2023] [added: 2024] compared to net income available to common shareholders of [removed: $2.1] [added: $2.0] billion or [removed: $2.28] [added: $2.11] per diluted share in [removed: 2022.][added: 2023.]

Net interest income (taxable-equivalent basis) totaled [removed: $5.4] [added: $4.9] billion in [removed: 2023] [added: 2024] compared to [removed: $4.8] [added: $5.4] billion in [removed: 2022.][added: 2023.]

The net interest margin (taxable-equivalent basis) was [removed: 3.90] [added: 3.54] percent in [removed: 2023,] [added: 2024,] reflecting a [removed: 54] [added: 36] basis point [removed: increase] [added: decrease] from [removed: 2022.][added: 2023.]

The provision for credit losses totaled [removed: $553] [added: $487] million in [removed: 2023] [added: 2024] compared to [removed: $271] [added: $553] million in [removed: 2022.][added: 2023.]

The provision for credit losses was higher than net charge-offs by [removed: $156] [added: $29] million in [removed: 2023.][added: 2024.]

See Table [removed: 4] [added: 3] "Non-Interest Income" for further details.

Non-interest expense was [removed: $4.4] [added: $4.2] billion in [removed: 2023] [added: 2024] and [removed: $4.1] [added: $4.4] billion in [removed: 2022.][added: 2023.]

The [removed: increase] [added: decrease] was driven by [removed: an increase] [added: declines] in [added: operational losses,] FDIC insurance assessments primarily related to the special [removed: assessment, operational losses, and salaries] [added: assessment initially recognized in 2023,] and [removed: employee benefits.][added: miscellaneous expenses.]

See Table [removed: 5] [added: 4] "Non-Interest Expense" for further details.

Regions' effective tax rate was [removed: 20.5] [added: 19.6] percent in [removed: 2023] [added: 2024] compared to [removed: 22.0] [added: 20.5] percent in [removed: 2022.][added: 2023.]

[removed: In the fourth quarter] [added: As] of [removed: 2023,] [added: December 31, 2024,] Regions repurchased approximately [removed: 16] [added: 34] million shares of common stock under [removed: these programs,] [added: this program,] which reduced shareholders' equity by [removed: $252] [added: $614] million.

At December 31, [removed: 2023,] [added: 2024,] Regions’ Tier 1 capital and Total capital ratios were estimated to be [removed: 11.57%] [added: 12.17%] and [removed: 13.35%,] [added: 14.06%,] respectively.

Regions' CET1 ratio at December 31, [removed: 2023] [added: 2024] was estimated to be [removed: 10.26%.][added: 10.80%.]

See Table [removed: 1 "GAAP to Non-GAAP Reconciliations] [added: 6] for [removed: additional] [added: more] information.

The allowance was [removed: 1.73] [added: 1.79] percent of total loans, net of unearned income at December 31, [removed: 2023,] [added: 2024,] an increase from [removed: 1.63] [added: 1.73] percent at December 31, [removed: 2022.][added: 2023.]

The coverage ratio of allowance to non-performing loans excluding held for sale was [removed: 211] [added: 186] percent at December 31, [removed: 2023,] [added: 2024,] compared to [removed: 317] [added: 211] percent at December 31, [removed: 2022.][added: 2023.]

At the end of [removed: 2023,] [added: 2024,] Regions Bank had [removed: $4.2] [added: $7.8] billion in cash on deposit with the Federal Reserve Bank and the loan-to-deposit ratio was [removed: 77] [added: 76] percent.

Cash and cash equivalents at the parent company totaled [removed: $1.9] [added: $2.4] billion.

At December 31, [removed: 2023,] [added: 2024,] the Company’s borrowing capacity with the Federal Reserve was [removed: $21.3] [added: $21.6] billion based on available collateral.

Borrowing availability with the FHLB was [removed: $15.1] [added: $10.2] billion based on available collateral at the same date.

Regions also maintains a shelf registration statement with the [removed: U.S. Securities and Exchange Commission] [added: SEC] that can be utilized by the Company to issue various debt and/or equity securities.

- [removed: “Borrowings”] [added: “Borrowed Funds”] discussion within the “Balance Sheet Analysis” section of MD&A

| Net [removed: Charge-Offs / Average Loans] [added: loan charge-offs (recoveries) as a % of average loans, annualized (2):] | | | | | | [removed: 40-50 basis points] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

The emphasis of this discussion will be on operations for the years [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] in addition, financial information for prior years will also be presented when appropriate.

Non-interest income includes fees from service charges on deposit accounts, card and ATM fees, mortgage servicing and secondary marketing, investment management and [removed: trust activities, capital markets and other customer services which Regions provides.]

[removed: Non-interest income (GAAP) is][added: Table 3—Non-Interest Income]

| | | | Year Ended December 31 | | | | | | | | | | | | | | | [added: | | | Change 2024 vs 2023 | | | | | | | | | | | |]

| | | | [added: 2024 | | | | | | | | | | | | | | | | | |] 2023 | | | | | | [added: | | | | | | | | | | | |] 2022 | | | | | | [removed: 2021] | | | [added: | | | | | |]

| | | | (Dollars in millions) | | | | | | | | | | | | | | | [added: | | | | | |]

| [removed: ADJUSTED NET CHARGE-OFFS AND RATIO] [added: Net charge-offs (recoveries):] | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| Average loans, net of unearned income, outstanding for the period [removed: (GAAP)] | | | $ | [added: 97,036 | | | | | $ |] 98,239 | | | | | $ | 92,282 | | | | | [removed: $] | [removed: 84,802] | | [added: | | | | | | | | |]

[removed: (2)Amounts] [added: (1)Amounts] have been calculated using whole dollar [removed: values.][added: values and the prevailing interest accrual methodology.]

| | | | [removed: | | | | | | | | |] Year Ended December 31 | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: Change 2024 vs. 2023] | | | | | | | | | | | |

| | | | [removed: | | | | | | | | |] [added: 2024] | | | | | | 2023 | | | | | | 2022 | | | | | | | | | [removed: 2021] | | | | | | | | | [removed: | | | | | |]

Though the economy grew at a robust pace in 2024, performance across individual sectors varied considerably.

Interest rates rose over the latter part of 2024, reflecting persistent inflation pressures and uncertainty over looming policy changes.

The Company's baseline forecast anticipates real GDP growth settling back toward the pre-pandemic trend rate of growth over coming quarters.

There is considerable uncertainty around any forecast for 2025 made before the specific details of changes to fiscal, trade, immigration, and regulatory policy are made known.

The combination of slowing job growth and rapid growth in the supply of labor pushed the unemployment rate higher in 2024.

While Regions' forecast anticipates further moderation in the pace of job growth, it also anticipates much slower growth in the supply of labor, in part reflecting likely changes to immigration policy.

These two factors should leave the unemployment rate relatively unchanged from where it ended 2024, with an expected annual average rate of 4.2 percent for 2025.

Despite slowing job growth, aggregate labor earnings, the largest component of personal income, have continued to grow at a rate faster than inflation, which is expected to remain the case through 2025.

This will continue to act as a support for consumer spending, and Regions' forecast anticipates growth in consumer spending will align more closely with growth in after-tax income than has been the case over the past few years.

Nonetheless, the divide in spending patterns across the various income cohorts that has developed over recent quarters will likely persist in 2025.

Still-soft global economic growth and uncertainty around looming policy changes have acted as headwinds for the manufacturing sector.

Business capital spending has been somewhat limited in range, but the Company's forecast anticipates faster growth over the back half of 2025, in part reflecting expectations there will be a push to enhance labor productivity.

Additionally, what is anticipated to be a more conducive regulatory environment could trigger a meaningful pick-up in merger and acquisition activity in 2025.

Mortgage rates moved higher along with yields on longer-dated U.S. Treasury securities during the fourth quarter of 2024, dealing a setback to construction and sales of new single family homes.

Builders have been able to facilitate sales via aggressive use of incentives, including mortgage rate buydowns, but have been more focused on paring down spec inventories.

As such, construction starts of new single family homes tailed off over the second half of 2024 and Regions' forecast anticipates further declines in 2025.

Though the FOMC cut the Fed funds rate at their final meeting of 2024, it signaled a slower pace of rate cuts in 2025.

Inflation pressures have proven to be more persistent than had been anticipated, and while having some concerns about cooling labor market conditions, FOMC members perceive growing upside risks to their inflation forecasts.

Regions' baseline forecast anticipates two twenty-five basis point funds rate cuts in 2025, though the timing of any cuts remains somewhat uncertain, particularly given the perceived inflation impacts of looming changes to fiscal, trade, and immigration policy.

To the extent there is less relief on the rates front than anticipated, potential downside risks from certain pockets of commercial real estate and the volume of debt in the non-financial corporate sector coming up for refinancing over coming quarters will continue to loom over the outlook.

As the Company anticipated, the pace of domestic in-migration into the Regions footprint slowed in 2024, likely reflecting a less dynamic labor market and challenging housing market conditions.

Still, this left the pace of domestic in-migration in line with pre-pandemic norms, and growth in total population in the footprint continued to easily outpace the national average, and that also remains the case with growth in nonfarm payrolls.

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.

2024 Results

The decreases in net interest income and net interest margin were primarily driven by higher funding costs, which included an increase in deposit costs due to continued re-mixing.

Partially offsetting the increase in funding costs was higher asset yields benefiting from the maturity and continued replacement of lower-yielding, fixed-rate loans and securities.

See Table 2 "Volume and Yield/Rate Variances" for further details.

The decrease in the provision for credit losses was driven primarily by asset quality normalization.

Non-interest income improved slightly, totaling $2.3 billion in both 2024 and 2023.

The improvement was driven by increases in most categories, led by capital markets income.

These increases were largely offset by net securities losses and decreased card and ATM fees.

The declines were partially offset by an increase in salaries and employee benefits.

On December 10, 2024, the Board authorized an extension of the common stock repurchase program through the fourth quarter of 2025.

During 2024, total loans decreased by $1.7 billion or 1.7 percent compared to 2023.

The decrease was primarily driven by a decline in the commercial portfolio of $1.2 billion.

The decline in commercial loans, specifically commercial and industrial loans, is due to lower line of credit utilization and loans refinanced off the Company's balance sheet through the debt capital markets.

Net charge-offs totaled $458 million, or 0.47 percent of average loans, in 2024, compared to $397 million, or 0.40 percent in 2023, driven by an increase in commercial and industrial and commercial investor real estate mortgage net charge-offs.

Cash at the Federal Reserve increased from December 31, 2023.

trust activities, capital markets and other customer services which Regions provides.

Additionally, changes in factors and inputs may be

While the Company did not have recession as its base forecast for 2023, the economy outperformed expectations, reflecting marked improvement on the supply side of the economy that allowed for faster growth and decelerating inflation.

Growth is expected to be somewhat restrained over the first half of 2024 before picking up over the second half of the year.

The labor market proved to be resilient in 2023.

This pattern is expected to continue in 2024, with further slowing in the pace of job growth putting upward pressure on the unemployment rate, but the Company does not anticipate a significant, broad-based, and sustained spike in layoffs.

A slowing pace of job growth will lead to further deceleration in growth of aggregate labor earnings, but growth in labor earnings is expected to continue to outpace inflation, thus providing support for consumer spending.

Household balance sheets remain notably healthy, and the preponderance of fixed-rate debt on household balance sheets has been a buffer against the effects of higher interest rates.

Full-year 2024 growth in real consumer spending is expected to be slightly faster than 2023 growth.

Real business investment in equipment and machinery is expected to remain soft before picking up over the second half of 2024.

At the same time, the wave of business spending on structures seen over much of 2023 is subsiding, to the point that real spending on structures is expected to offer little, if any, support for real GDP growth in 2024.

After having been displaced by spending on structures in 2023, business investment in intellectual property products is expected to return to its usual role as the fastest growing segment of real business fixed investment.

Higher mortgage interest rates weighed on single family construction and sales in 2023, but sales of new single family homes proved to be more resilient than anticipated driven by a combination of still-significant pent-up demand for home purchases and the lack of existing single family homes for sale.

While mortgage rates have started to decline, helping to ease affordability constraints, it will likely not do much to unlock inventories of existing homes for sale.

Builders should fare better in 2024 and real residential fixed investment should be a modest support for top-line real GDP growth in 2024.

Further deceleration in inflation in 2024, driven by a slower pace of economic growth, a modestly rising unemployment rate, and the avoidance of disruptions to the supply side of the economy would be consistent with the FOMC beginning to cut the Fed funds rate even with inflation above their 2.0 percent target rate.

The real, or, inflation-adjusted, current funds rate is meaningfully restrictive, and further deceleration in inflation without cuts in the Fed funds rate would effectively make policy more restrictive.

As such, we expect four twenty-five basis point cuts in the Fed funds rate by year-end 2024.

A number of in-footprint states have seen heightened flows of domestic in-migration since the onset of the pandemic, which has resulted in more rapid rates of job growth and more rapid growth in housing costs.

If, as Regions anticipates, the broader economy slows and labor market conditions loosen, it could be that migration patterns will shift over coming quarters.

Job growth for the Company's footprint as a whole is expected to be faster than that for the U.S. as a whole.

The increase in net interest income was primarily driven by a significant increase in market interest rates and average loan growth.

Deposit mix and pricing normalization combined with higher overall funding costs, which are expected in a rising rate environment, partially offset the increases in net interest income.

Table of Contents

The increase in the provision for credit losses was driven primarily by adverse risk migration and continued credit normalization, as well as a build in qualitative adjustments for incremental risk in higher risk portfolios.

Non-interest income was $2.3 billion in 2023 compared to $2.4 billion in 2022.

The decrease was primarily driven by lower capital markets income, service charges on deposit accounts and mortgage income partially offset by an increase in market valuation adjustments on employee benefit assets.

These increases were partially offset by a decline in professional, legal and regulatory expenses related to a settled matter with the CFPB in 2022.

During 2023, total loans increased by $1.4 billion or 1.4 percent compared to 2022.

The increase was primarily driven by an increase in the consumer portfolio of $1.2 billion, with the combined balance of commercial and investor real estate loans also increasing by $198 million.

The increase in consumer loans reflects growth in residential first mortgage and in other consumer loans, which was driven by consumer home improvement loans.

Net charge-offs totaled $397 million, or 0.40 percent of average loans, in 2023, compared to $263 million, or 0.29 percent in 2022, with both periods reflecting an increase in consumer charge-offs due to the sale of loan portfolios.

In 2023 and 2022, adjusted net charge-offs (non-GAAP) totaled $362 million, or 0.37 percent, and $200 million, or 0.22 percent, respectively.

Commercial and industrial net charge-offs also increased from 2022 to 2023.

- Adjusted Net Charge-offs within the Table 1 "GAAP to Non-GAAP Reconciliations"

Cash at the Federal Reserve declined from December 31, 2022 due to an expected decline in deposits, as well as growth in loans.

2024 Expectations

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2024 Expectations (1) | | | | | | | | |

| Category | | | | | | Expectation | | |

| Net Interest Income(2) | | | | | | $4.7-$4.8 billion | | |

In addition, Regions operates several offices delivering specialty capabilities in New York, Washington D.C., [removed: Chicago] [added: Chicago, Salt Lake City,] and other locations nationwide.

At December 31, [removed: 2023,] [added: 2024,] Regions had total consolidated assets of approximately [removed: $152.2] [added: $157.3] billion, total consolidated deposits of approximately [removed: $127.8] [added: $127.6] billion and total consolidated shareholders’ equity of approximately [removed: $17.4] [added: $17.9] billion.

[removed: Its] [added: Regions'] principal executive offices are located at 1900 Fifth Avenue North, Birmingham, Alabama 35203, and its telephone number at that address is (800) 734-4667.

At December 31, [removed: 2023,] [added: 2024,] Regions operated [removed: 2,023] [added: 2,011] ATMs and [removed: 1,271] [added: 1,253] total branch outlets primarily across the South, Midwest and Texas.

| Mississippi | | | [removed: 99] [added: 98] | | |

| Texas | | | [removed: 90] [added: 86] | | |

| Louisiana | | | [removed: 82] [added: 80] | | |

| Arkansas | | | [removed: 57] [added: 55] | | |

| Missouri | | | [removed: 49] [added: 48] | | |

| Illinois | | | [removed: 41] [added: 40] | | |

| North Carolina | | | [removed: 7] [added: 6] | | |

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 [added: 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, [removed: investments] [added: investment] and insurance products, broker-dealer services to commercial clients, and others.

We are subject to the extensive regulatory [added: and supervisory] framework applicable to BHCs and their subsidiaries.

This framework is intended primarily for the protection of depositors, the FDIC’s DIF and the banking system as a [removed: whole,] [added: 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 [removed: United States] [added: U.S.] Congress, state legislatures and federal and state regulatory agencies.

Regions cannot predict future changes in the applicable laws, regulations and regulatory agency policies, including [added: any changes resulting from changes in the U.S. presidential administration and U.S. Congress.]

Regions Bank and its affiliates [added: that provide consumer financial products and services] are also subject to supervision, regulation and examination by the CFPB with respect to consumer protection laws and regulations.

Examinations by Regions’ regulators consider not only compliance with applicable laws, regulations and supervisory policies of the agency, but also capital levels, asset quality, risk management effectiveness, the ability and performance of management and the [removed: board of directors,] [added: Board,] the effectiveness of internal controls, earnings, liquidity, interest rate risk management and various other factors.

[added: The Tailoring Rules assign each U.S. BHC with $100 billion or more in total consolidated assets,] as well as its bank subsidiaries, to one of four categories based on its size and five other risk-based indicators: (1) cross-jurisdictional activity, (2) wSTWF, (3) non-bank assets, (4) off-balance sheet exposure and (5) status as a U.S. G-SIB.

Accordingly, under the Tailoring Rules, Category IV firms are, among other things, (1) not subject to LCR or NSFR requirements (or, in certain cases, subject to reduced requirements), (2) [removed: remain] eligible to opt-out of the requirement to recognize most elements of AOCI in regulatory capital, (3) not subject to company-run capital stress testing requirements, (4) subject to supervisory capital stress testing on a biennial instead of annual basis, (5) subject to requirements to develop and maintain a capital plan on an annual basis and (6) subject to certain liquidity risk management and risk committee requirements.

The Basel [removed: III-based U.S. capital rules,] [added: 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.

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 [removed: stock dividends.]

[removed: through the third quarter of 2024, the] [added: The Company's] SCB [removed: continues to be] [added: will remain] floored at 2.5 [removed: percent,] [added: percent from] the [removed: regulatory minimum.][added: fourth quarter of 2024 through the third quarter of 2025.]

The proposal would introduce a new measure of [removed: risk-weighted assets,] [added: 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.

Under the Tailoring Rules, Category IV firms with less than $50 billion in wSTWF, including Regions and Regions Bank, are not subject to [removed: a] [added: an] LCR [removed: requirement] or any [removed: NSFR requirement.][added: NSFR.]

However, BHCs that are Category IV firms are subject to minimum [removed: monthly] [added: quarterly] liquidity buffers and liquidity stress testing requirements under the Federal Reserve’s enhanced prudential standards.

[removed: Furthermore, as a] Category IV firm, Regions is [removed: obligated, at a minimum,] [added: required to engage in certain practices, including, but not limited] to: (i) [removed: calculate] [added: calculating] collateral positions monthly; (ii) [removed: establish a more limited] [added: establishing an internally determined] set of liquidity risk limits; (iii) [removed: monitor] [added: monitoring] elements of intraday liquidity risk exposures; and (iv) [removed: report] [added: reporting] liquidity data on the FR 2052a on a monthly basis.

The FDIC separately requires insured depositary institutions with [removed: $100] [added: $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.

As of December 31, [removed: 2023,] [added: 2024,] both Regions and Regions Bank were well-capitalized.

[removed: The] [added: For example, the] guidelines prohibit excessive compensation as an unsafe and unsound practice, and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder.

Properly managing risks is critical to the conduct of safe and sound banking activities and has become even more important as new technologies, product innovation and the size and speed of financial transactions have changed the nature of [added: banking markets.]

Some of the regulatory pronouncements have focused on operational risk, which arises from the potential that inadequate information systems, operational problems, [removed: breaches in internal controls, fraud or unforeseen catastrophes will result in unexpected losses.]

[added: 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.

[added: *Payment of Dividends by Regions.*] Payment of dividends to our shareholders is subject to the oversight of the Federal Reserve.

These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and measurable, loan administration procedures and [added: documentation, approval and reporting requirements.]

Generally, a bank’s covered transactions with any [added: 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.

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 [removed: DIF.]

In November 2023, the FDIC issued a final rule to implement a special assessment to recoup losses to the DIF associated with bank failures in the first half of [removed: 2023.][added: 2023, which became effective on April 1, 2024.]

FHCs must obtain prior approval from the Federal Reserve before acquiring certain [added: non-bank financial companies with assets exceeding $10 billion.]

Under federal law, claims of depositors and certain claims for both administrative expenses and employee compensation against an [removed: insured depository institution] [added: 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.

| Florida | | | 270 | | |

| Tennessee | | | 195 | | |

| Alabama | | | 185 | | |

| Total | | | 1,253 | | |

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.

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. Senate.

stock dividends.

The Company's results of the 2024 stress test from the Federal Reserve reflect that the Company exceeded all minimum capital levels.

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.

The proposal has not been finalized.

Recent public statements suggest changes to the proposal will ultimately be made before it is finalized.

This proposal was subject to a comment period that closed January 16, 2024.

Additionally, as a

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.

The final rule requires IDIs with more than $100 billion in total assets that are not affiliated with a U.S. G-SIB to submit full resolution plans every three years with limited supplements filed in the off years.

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.

If the FDIC finds an IDI’s resolution plan to be not credible, it could subject the IDI to an enforcement action.

The final rule became effective on October 1, 2024.

Regions Bank is required to file its next full resolution plan by July 1, 2025, which will be its initial filing under the final rule.

breaches in internal controls, fraud or unforeseen catastrophes will result in unexpected losses.

See “FDIA and Prompt Corrective Action” above.

In addition, as a Delaware corporation, Regions is subject to the limitations on dividends and share repurchases set forth in the Delaware General Corporation Law (DGCL).

The DGCL allows Regions to pay dividends only out of its surplus (as defined and computed in accordance with the provisions of the DGCL) or if it has no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

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.

The federal banking agencies have also jointly issued guidance on “Concentrations in Commercial Real Estate Lending,” which defines commercial real estate loans as exposures secured by raw land, land development and construction (including 1-4 family residential construction), multi-family property, and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property (that is, loans for which 50 percent or more of the source of repayment comes from third-party, non-affiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property.

The guidance requires that appropriate processes be in place to identify, monitor and control risks associated with real estate lending concentrations.

If a concentration is present, management must employ heightened risk management practices that address key elements, including board and management oversight and strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, and maintenance of increased capital levels as needed to support the level of commercial real estate lending.

The required heightened risk management practices could include enhanced strategic planning, underwriting policies, risk management, internal controls, portfolio stress testing and risk exposure limits as well as appropriately designed compensation and incentive programs.

Higher allowances for credit losses and capital levels may also be required.

The guidance states that the following metrics may indicate a concentration of commercial real estate loans, but that these metrics are neither limits nor a safe harbor: (1) total reported loans for construction, land development, and other land represent 100 percent or more of total risk-based capital; or (2) total reported loans secured by multi-family properties, nonfarm non-residential properties (excluding those that are owner-occupied), and loans for construction, land development, and other land represent 300 percent or more of total risk-based capital and the bank’s commercial real estate loan portfolio has increased 50 percent or more during the prior 36 months.

DIF.

The total amount of the special assessment is to be paid in ten quarterly installments that began with the invoice for the first quarter of 2024 (received in June 2024) and will end with the invoice for the second quarter of 2026.

The payments are deductible for income taxes.

Late in the preceding administration, the standards by which bank and financial institution acquisitions would be evaluated have been undergoing review and change by the OCC, FDIC and DOJ, but not by the Federal Reserve.

These reviews and changes were incorporated into non-binding guidance.

| Florida | | | 272 | | |

| Tennessee | | | 198 | | |

| Alabama | | | 186 | | |

| Total | | | 1,271 | | |

any changes resulting from changes in the U.S. presidential administration.

The Tailoring Rules assign each U.S. BHC with $100 billion or more in total consolidated assets,

While Regions was not required to participate in 2023 supervisory stress testing, the Company did receive its SCB reflecting planned capital changes including plans to increase its common stock dividend.

For the fourth quarter of 2023

For Regions Bank, the buffer requirement is the 2.5 percent SCB.

The proposed effective date is July 1, 2025, subject to a three-year transition period ending July 1, 2028, over which the expanded total risk-weighted assets would be phased in.

This proposal is subject to a comment period.

In August 2023, the FDIC issued a proposal to amend its rules requiring covered IDIs, including Regions Bank, to periodically submit resolution plans to the FDIC.

If adopted as proposed, Regions Bank would be required to submit a full resolution plan to the FDIC every two years and submit an interim supplement in each year that it is not required to submit a full resolution plan.

In addition, this proposal would increase the content requirements for plan submissions and introduce a new credibility standard for the FDIC’s evaluation of resolution plans, which would be enforceable against the covered IDIs.

banking markets.

See “Safety and Soundness Standards” above.

*Payment of Dividends by Regions*.

documentation, approval and reporting requirements.

The special assessment for Regions is estimated at approximately $119 million, was recorded in the fourth quarter of 2023 and will be paid in eight quarterly installments beginning in the first quarter of 2024.

non-bank financial companies with assets exceeding $10 billion.

In July 2021, the Biden Administration issued an executive order on competition, which included provisions relating to bank mergers.

These provisions “encourage” the Department of Justice and the federal banking regulators to update guidelines on banking mergers and to provide more scrutiny of bank mergers.

In addition,

In October 2023, the CFPB proposed a rule to implement Section 1033 of the Dodd-Frank Act, sometimes referred to as the Dodd-Frank Act's "open banking" provision, which would require certain entities, including Regions and Regions Bank, to comply with an established framework to govern consumer access to electronic financial data.

The Company continues to monitor this proposal and evaluate the potential impacts, if adopted as proposed or otherwise, on Regions and Regions Bank.

Reporting of the collected data will not be required until 2027.

U.S. persons are prohibited

Our associate team reflects the diversity of the communities we serve.

As of December 31, 2023, approximately 62 percent of our associates were women and approximately 38 percent self-identified as a part of a minority demographic.

Because diversity, equity and inclusion are fundamental to our human capital strategy, we believe it is important for our stakeholders to understand our progress, and therefore, we provided additional transparency into our workforce demographics by disclosing 2022 EEO-1 results on our 2022 Workforce Demographics Report available in our online ESG Resource Center.

Diversity, equity and inclusion are fundamental to our corporate strategy.

Our commitment to DEI starts at the top of our organization, with oversight of our initiatives provided by the CHR Committee.

Launched in late 2022, the DEI Executive Council continues to provide input and guidance over the DEI strategic priorities, build traction and support of DEI programs and help garner leader support.

The council is comprised of five business leaders and four leaders of strategic enabling functions.

It is chaired by Regions’ CEO and co-chaired by the Head of DEI.

Additionally, Regions boasts 20 unique DEI networks across the company, strategically placed in various markets.

These ‘all-inclusive’ networks ensure that our DEI priorities are cascaded deeper into the organization giving associates the opportunity to voluntarily engage in the work.

We monitor our DEI progress through external benchmarking and internal associate engagement surveys and continually implement programs and practices to elevate our progress and commitment.

1934.

[removed: Information required by this item is set forth] [added: The information presented] in [added: the Legal Contingencies section of] Note 23 "Commitments, Contingencies and Guarantees" [removed: in] [added: of] the Notes to [removed: the] Consolidated Financial Statements, which [removed: are] [added: is] included in Item 8.

of this Annual Report on Form [removed: 10-K.][added: 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

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[added: |] (Address of principal executive offices) [added: | | | | | | (Zip Code) | | |]

| [removed: 6.375% Fixed-to-Floating Rate] Non-Cumulative Perpetual Preferred Stock, Series [removed: B] [added: F] | | | RF [removed: PRB] [added: PRF] | | | New York Stock Exchange | | |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company.

Common Stock, $.01 par [removed: value—918,864,048] [added: value—905,465,071] shares issued and outstanding as of February [removed: 21, 2024.][added: 20, 2025.]

Portions of the proxy statement for the registrant's [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III [added: of this report] to the extent described therein.

| Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary | | | | | | | | | | | | [removed: [7](#i3ebf721cb4514e428579776295f83b85_13)] [added: [6](#idcf71e92cada4d38abecebf8ed05134e_16)] | | |

| Item 1A. | | | | | | Risk Factors | | | | | | [removed: [22](#i3ebf721cb4514e428579776295f83b85_241)] [added: [21](#idcf71e92cada4d38abecebf8ed05134e_364)] | | |

| Item 1B. | | | | | | Unresolved Staff Comments | | | | | | [removed: [42](#i3ebf721cb4514e428579776295f83b85_427)] [added: [42](#idcf71e92cada4d38abecebf8ed05134e_550)] | | |

| Item 1C. | | | | | | Cybersecurity | | | | | | [removed: [42](#i3ebf721cb4514e428579776295f83b85_6845)] [added: [42](#idcf71e92cada4d38abecebf8ed05134e_553)] | | |

| Item 3. | | | | | | Legal Proceedings | | | | | | [removed: [43](#i3ebf721cb4514e428579776295f83b85_433)] [added: [43](#idcf71e92cada4d38abecebf8ed05134e_559)] | | |

| Item 4. | | | | | | Mine Safety Disclosures | | | | | | [removed: [43](#i3ebf721cb4514e428579776295f83b85_436)] [added: [43](#idcf71e92cada4d38abecebf8ed05134e_562)] | | |

| Item 5. | | | | | | Market for Registrant's Common Equity, Related [removed: shareholder] [added: Stockholder] Matters and Issuer Purchases of Equity Securities | | | | | | [removed: [45](#i3ebf721cb4514e428579776295f83b85_445)] [added: [45](#idcf71e92cada4d38abecebf8ed05134e_571)] | | |

| Item 7. | | | | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [removed: [47](#i3ebf721cb4514e428579776295f83b85_454)] [added: [47](#idcf71e92cada4d38abecebf8ed05134e_580)] | | |

| Item 7A. | | | | | | Quantitative and Qualitative Disclosures about Market Risk | | | | | | [removed: [87](#i3ebf721cb4514e428579776295f83b85_5831)] [added: [86](#idcf71e92cada4d38abecebf8ed05134e_691)] | | |

| Item 8. | | | | | | Financial Statements and Supplementary Data | | | | | | [removed: [88](#i3ebf721cb4514e428579776295f83b85_457)] [added: [87](#idcf71e92cada4d38abecebf8ed05134e_694)] | | |

| Item 9. | | | | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | | | | [removed: [165](#i3ebf721cb4514e428579776295f83b85_709)] [added: [164](#idcf71e92cada4d38abecebf8ed05134e_838)] | | |

| Item 9A. | | | | | | Controls and Procedures | | | | | | [removed: [165](#i3ebf721cb4514e428579776295f83b85_712)] [added: [164](#idcf71e92cada4d38abecebf8ed05134e_841)] | | |

| Item 9B. | | | | | | Other Information | | | | | | [removed: [165](#i3ebf721cb4514e428579776295f83b85_715)] [added: [164](#idcf71e92cada4d38abecebf8ed05134e_847)] | | |

| Item 9C. | | | | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | | | | [removed: [165](#i3ebf721cb4514e428579776295f83b85_715)] [added: [164](#idcf71e92cada4d38abecebf8ed05134e_847)] | | |

| Item 10. | | | | | | Directors, Executive Officers and Corporate Governance | | | | | | [removed: [166](#i3ebf721cb4514e428579776295f83b85_721)] [added: [165](#idcf71e92cada4d38abecebf8ed05134e_853)] | | |

| Item 11. | | | | | | Executive Compensation | | | | | | [removed: [166](#i3ebf721cb4514e428579776295f83b85_724)] [added: [165](#idcf71e92cada4d38abecebf8ed05134e_856)] | | |

| Item 12. | | | | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | | | | [removed: [166](#i3ebf721cb4514e428579776295f83b85_727)] [added: [165](#idcf71e92cada4d38abecebf8ed05134e_859)] | | |

| Item 13. | | | | | | Certain Relationships and Related Transactions, and Director Independence | | | | | | [removed: [166](#i3ebf721cb4514e428579776295f83b85_730)] [added: [165](#idcf71e92cada4d38abecebf8ed05134e_862)] | | |

| Item 14. | | | | | | Principal Accountant Fees and Services | | | | | | [removed: [166](#i3ebf721cb4514e428579776295f83b85_733)] [added: [165](#idcf71e92cada4d38abecebf8ed05134e_865)] | | |

| Item 15. | | | | | | Exhibits and Financial Statement Schedules | | | | | | [removed: [167](#i3ebf721cb4514e428579776295f83b85_739)] [added: [166](#idcf71e92cada4d38abecebf8ed05134e_871)] | | |

| Item 16. | | | | | | Form 10-K Summary | | | | | | [removed: [172](#i3ebf721cb4514e428579776295f83b85_742)] [added: [171](#idcf71e92cada4d38abecebf8ed05134e_874)] | | |

Basel III Endgame - New rules for capital requirements that include broad-based changes to the risk-weighting framework [removed: that were proposed by U.S. federal regulators in 2023.]

CECL - [removed: Accounting Standards Update] [added: ASU] 2016-13, Measurement of Credit Losses on Financial Instruments ("Current Expected Credit Losses").

[removed: CPI-] [added: CPI -] Consumer Price Index.

GAAP - Generally Accepted Accounting Principles in the [removed: United States.][added: U.S.]

OFAC - [removed: U.S. Treasury Department -] Office of Foreign Assets Control.

[removed: REIT] [added: REITs] - Real estate investment trust.

S&P 500 - a stock market index that measures the stock performance of 500 large companies listed on stock exchanges in the [removed: United States.][added: U.S.]

The [removed: 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.The] words “future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “predicts,” “potential,” “objectives,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “would,” “will,” “may,” “might,” “could,” “should,” “can,” and similar terms and expressions often signify forward-looking statements.

- Possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations, [added: including tariffs,] which could have a material adverse effect on our businesses and our financial results and conditions.

- Volatility and uncertainty [removed: related to inflation] [added: about the direction of interest rates] and the [removed: effects] [added: timing] of [removed: inflation,] [added: any changes,] which may lead to increased costs for businesses and consumers and potentially contribute to poor business and economic conditions generally.

- Changes in laws and regulations affecting our businesses, including legislation and regulations relating to bank products and services, such as changes to debit card interchange fees, special FDIC assessments, any new long-term debt requirements, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, including as a result of the changes in U.S. presidential administration, control of the U.S. Congress, and [added: changes in personnel at the bank regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.]

- Our ability to comply with applicable capital and liquidity requirements (including, among other things, the Basel III [removed: capital standards),] [added: Rules),] including our ability to generate capital internally or raise capital on favorable terms, and if we fail to meet requirements, our financial condition and market perceptions of us could be negatively impacted.

| | | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Common Stock, $.01 par value—$17,925,618,184 as of June 30, 2024.

| Item 1. | | | | | | Business | | | | | | [9](#idcf71e92cada4d38abecebf8ed05134e_265) | | |

| Item 2. | | | | | | Properties | | | | | | [43](#idcf71e92cada4d38abecebf8ed05134e_556) | | |

| Item 6. | | | | | | \[Reserved\] | | | | | | [46](#idcf71e92cada4d38abecebf8ed05134e_577) | | |

| SIGNATURES | | | | | | | | | | | | [172](#idcf71e92cada4d38abecebf8ed05134e_877) | | |

that were proposed by U.S. federal regulators in 2023.

CME Term SOFR - Chicago Mercantile Exchange published term Secured Overnight Financing Rate.

CODM - Chief Operating Decision Maker.

DBRS - Dominion Bond Rating Service Morningstar.

DOJ - Department of Justice.

EVE - Economic Value of Equity.

FICO - Fair Isaac Corporation.

IRE - Investor Real Estate.

ISDA - International Swaps and Derivatives Association.

NM- Not meaningful.

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.

- The development and use of AI presents risks and challenges that may impact our business.

Table of Contents

Common Stock, $.01 par value—$16,319,687,553 as of June 30, 2023.

| Item 1. | | | | | | Business | | | | | | [10](#i3ebf721cb4514e428579776295f83b85_238) | | |

| Item 2. | | | | | | Properties | | | | | | [43](#i3ebf721cb4514e428579776295f83b85_430) | | |

| Item 6. | | | | | | \[Reserved\] | | | | | | [46](#i3ebf721cb4514e428579776295f83b85_451) | | |

| SIGNATURES | | | | | | | | | | | | [173](#i3ebf721cb4514e428579776295f83b85_745) | | |

Basel Committee - Basel Committee on Banking Supervision.

BITS - Technology policy division of the Bank Policy Institute.

BSBY - Bloomberg Short-Term Bank Yield index.

BTFP - Bank Term Funding Program.

DEI - Diversity, Equity & Inclusion.

FCA - Financial Conduct Authority.

FICO - The Financing Corporation, established by the Competitive Equality Banking Act of 1987.

FS-ISAC - Financial Services - Information Sharing & Analysis Center.

GSE - Government-Sponsored Enterprise.

LIBOR - London InterBank Offered Rate.

SBA - Small Business Administration.

USD - United States dollar.

- Market replacement of LIBOR and the related effect on our LIBOR-based financial products and contracts, including, but not limited to, derivative products, debt obligations, deposits, investments, and loans.

changes in personnel at the bank regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.

Regions [removed: will] [added: is aiming to] continue to develop and enhance controls, processes and technology to respond to evolving disruptive technology and to protect its systems from attacks or unauthorized access.

Thereafter, each engagement is reassessed on the established cadence associated with the inherent-risk tier, and performance scorecards are [removed: competed] [added: completed] to [removed: ensure optimal delivery and] to denote material changes in the engagement.

Risk [removed: Management.] [added: Management and Strategy.] 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.

[removed: To manage cybersecurity risk, the Company has designed and implemented an IS Program that is led by our] [added: Our] Chief Information Security Officer, who has close to two decades of experience in the cybersecurity field, including leadership roles at multiple financial services [removed: organizations.][added: organizations, has primary responsibility for our IS Program.]

The IS Program includes information security policies, procedures, and controls designed to prevent, detect, limit and respond to [removed: cyber-attack] [added: 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 [removed: promulgated by the NIST.]

[removed: The] [added: Regions'] Information Security Policy establishes technical, administrative, and physical control directives that are implemented to protect informational assets from reasonably foreseeable risks and threats.

Internally, the Company regularly provides associates with cybersecurity training and [removed: education.][added: education at least annually.]

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 [removed: attack as well as topics including fraud.][added: attack.]

The Board's Risk Committee annually reviews and approves [removed: the] [added: Regions'] Information Security Policy; reviews information and regular reports on the topic from members of management on at least a quarterly basis; and recommends actions and other steps to be taken, as it deems appropriate.

The Board’s Technology Committee is charged with oversight of the overall role of technology in executing Regions’ business strategy and coordinates with the Risk Committee on risk assessment and management associated with technology-related strategic investments, major technology vendor relationships, and risks associated with information technology and security [added: activities.]

The Board annually reviews the [removed: information security program] [added: IS Program] and, through its various committees, is briefed at least quarterly on cybersecurity matters.

In addition, our management follows a risk-based escalation process to notify the Audit Committee and Risk Committee outside of the regular reporting cycle when they identify an emerging [added: or] risk or material issue.

[removed: Cybersecurity Incidents. In 2023, we did] [added: We are] not [removed: identify] [added: aware of] any [added: risks from] cybersecurity [removed: threats or] [added: threats, including as a result of any previous cybersecurity] incidents that have materially affected or are reasonably likely to materially affect [added: the Company, including] our business strategy, results of operations or financial condition.

For more information about these risks, see the [removed: Technology Risks] [added: “Technology Risks” discussion within] in Item [removed: 1A.][added: 1.]

To manage cybersecurity risk, the Company has designed and implemented an IS Program that is led by our Chief Information Security Officer.

promulgated by the NIST.

Cybersecurity Incidents. We have not experienced any material losses relating to cybersecurity threats or incidents for the year ended December 31, 2024.

activities.

At December 31, [removed: 2023,] [added: 2024,] Regions Bank, Regions’ banking subsidiary, operated [removed: 1,271] [added: 1,253] banking offices.

At December 31, [removed: 2023,] [added: 2024,] there were no significant encumbrances on the offices, equipment and other operational facilities owned by Regions and its subsidiaries.

Information concerning the Executive Officers of Regions as of February [removed: 23, 2024,] [added: 21, 2025,] is set forth below.

| John M. Turner, Jr. | | | | | | [removed: 62] [added: 63] | | | | | | [added: 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. Turner, Jr. | | | | | | [removed: 60] [added: 61] | | | | | | Senior Executive Vice President and Chief Financial Officer of registrant and Regions Bank. | | | | | | 2010 | | |

| Kate R. Danella | | | | | | [removed: 45] [added: 46] | | | | | | 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. 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. Keenan | | | | | | [removed: 56] [added: 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 | | | | | | [removed: 53] [added: 54] | | | | | | 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 | | |

| [removed: Scott M. Peters] [added: Brian R. Willman] | | | | | | [removed: 62] [added: 52] | | | | | | Senior Executive Vice President and [removed: Chief Transformation Officer] [added: Head] of [added: Corporate Banking Group of] registrant and Regions Bank. Previously served as [removed: Director of Regions Investment Services, Inc. Previously served as] Head of [removed: Consumer] [added: Commercial] Banking [removed: Group and as Consumer Services Group Head] of registrant and Regions Bank. | | | | | | [removed: 2010] [added: 2024] | | |

| Tara A. Plimpton | | | | | | [removed: 55] [added: 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. 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 | | | | | | [removed: 53] [added: 54] | | | | | | Senior Executive Vice President and Head of Wealth Management Group of registrant and Regions Bank. Director of Highland Associates, Inc. | | | | | | 2010 | | |

| Russell Zusi | | | | | | [removed: 49] [added: 50] | | | | | | Senior Executive Vice President and Chief Risk Officer of registrant and Regions Bank. Prior to joining Regions, served as Co-head of Global Compliance and Operational Risk and Global Technology and Operations Chief Risk Officer, and previously as Credit Review Executive, of Bank of America Corp. | | | | | | 2024 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Ronald G. Smith | | | | | | 63 | | | | | | Senior Executive Vice President and Head of Corporate Banking Group of registrant and Regions Bank. Director of Regions Equipment Finance Corporation. Manager of RFC Financial Services Holding LLC. Previously served as Regional President, Mid-America Region of Regions Bank. | | | | | | 2010 | | |

Regions common stock, par value $.01 per share, is listed for trading on the [removed: New York Stock Exchange] [added: NYSE] under the symbol RF.

As of February [removed: 21, 2024,] [added: 20, 2025,] there were [removed: 35,025] [added: 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).

Restrictions on the ability of Regions Bank to transfer funds to Regions at December 31, [removed: 2023,] [added: 2024,] are set forth in Note 12 "Regulatory Capital Requirements and Restrictions" to the consolidated financial statements, which are included in Item 8.

The following table presents information regarding issuer purchases of equity securities during the fourth quarter of [removed: 2023.][added: 2024.]

[removed: PERFORMANCE] [added: COMMON STOCK PERFORMANCE] GRAPH

[removed: ][added: ]

| | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | |

On December 10, 2024, the Board authorized an extension of the common stock repurchase program through the fourth quarter of 2025.

| 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 | |

In accordance with the rules of the SEC, this section, captioned “Common Stock Performance Graph,” is not incorporated by reference into any of our future filings made under the Securities Exchange Act of 1934 (Exchange Act) or the Securities Act of 1933 (Securities Act).

The Common Stock Performance Graph, including its accompanying table and footnotes, is not deemed to be soliciting material or to be filed under the Exchange Act or the Securities Act.

| 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 | | |

| October 1-31, 2023 | | | | | | | | | 6,437,685 | | | | | | $ | 14.22 | | | | | 6,437,685 | | | | | | $ | 2,393,179,589 | |

| November 1-30, 2023 | | | | | | | | | 5,653,231 | | | | | | $ | 15.66 | | | | | 5,653,231 | | | | | | $ | 2,304,697,925 | |

| December 1-31, 2023 | | | | | | | | | 4,038,243 | | | | | | $ | 17.36 | | | | | 4,038,243 | | | | | | $ | 2,234,699,026 | |

| Total Fourth Quarter | | | | | | | | | 16,129,159 | | | | | | $ | 15.82 | | | | | 16,129,159 | | | | | | $ | 2,234,699,026 | |

| Regions | | | $ | 100.00 | | | | | $ | 133.30 | | | | | $ | 131.12 | | | | | $ | 182.78 | | | | | $ | 187.01 | | | | | $ | 176.35 | |

| S&P 500 Index | | | 100.00 | | | | | | 131.47 | | | | | | 155.65 | | | | | | 200.29 | | | | | | 163.98 | | | | | | 207.04 | | |

| S&P 500 Banks Index | | | 100.00 | | | | | | 140.64 | | | | | | 121.29 | | | | | | 164.28 | | | | | | 132.73 | | | | | | 147.28 | | |

Regions’ management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on our assessment, we believe and assert that, as of December 31, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting is effective based on those criteria.

| | | | | | | John M. Turner, Jr. [added: Chairman,] President and Chief Executive Officer | | |

We have audited Regions Financial Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Regions Financial Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 23, 2024] [added: 21, 2025] expressed an unqualified opinion thereon.

[removed: February 23, 2024][added: | | | | 2024 | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of Regions Financial Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 23, 2024] [added: 21, 2025] expressed an unqualified opinion thereon.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.

| *Description of the Matter* | | | | | | The Company’s loan and lease portfolio and the associated allowance for credit losses (ACL), were [removed: $98.4] [added: $96.7] billion and [removed: $1.7] [added: $1.73] billion as of December 31, [removed: 2023,] [added: 2024,] respectively. The provision for credit losses was [removed: $553] [added: $487] million for the year ended December 31, [removed: 2023.] [added: 2024.] As discussed in Notes 1 and 5 to the consolidated financial statements, the ACL is established to absorb expected credit losses over the contractual life of the loans measured at amortized cost, including unfunded commitments. Management’s measurement of expected losses is driven by loss forecasting models which utilize relevant quantitative information about historical experience, current conditions and the reasonable and supportable economic forecast that affects the collectability of the reported amount. Management’s estimate for the expected credit losses is established through these quantitative factors, as well as qualitative considerations to account for the imprecision inherent in the estimation process. As a result, management may adjust the ACL for the potential impact of qualitative factors through their established framework. Management’s qualitative framework provides for specific model and general imprecision adjustments for such factors as the economic forecast imprecision, potential model imprecision, process imprecision and specific issues or events that Management believes are not adequately captured in the modeled outcomes. Auditing management’s ACL estimate and related provision for credit losses involved a high degree of complexity in evaluating the expected loss forecasting models and subjectivity in evaluating management’s measurement of the economic forecast used during the reasonable and supportable period and the qualitative factors. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s [removed: process] [added: controls] for establishing the ACL, [removed: including management’s controls over:] [added: including:] 1) expected loss forecasting models including model validation, monitoring, the completeness and accuracy of key inputs and assumptions used in the models; 2) the development and application of the reasonable and supportable economic forecast; 3) the identification and measurement of qualitative factors. With respect to expected loss forecasting models, with the support of specialists, we evaluated the conceptual soundness of the model methodology and replicated a sample of models. We also tested the appropriateness of key inputs and assumptions used in these models by agreeing a sample of inputs to supporting information. Regarding the reasonable and supportable economic forecast, with the support of specialists, we assessed the forecasted economic scenario by, among other procedures, evaluating management’s methodology for developing the forecast and comparing a sample of key economic variables developed to external sources. With respect to the identification of qualitative factors, we evaluated the potential impact of imprecision in the quantitative models and hence the need to consider a qualitative adjustment to the ACL for factors which may not be directly measured in the modeled calculations. Regarding measurement of the qualitative factors, [added: with the support of specialists,] we evaluated the methodology applied and data utilized by management to estimate the appropriate level of the qualitative factors. We also considered if qualitative adjustments were consistent with external macroeconomic factors and the results produced by the Company’s Credit Review, Internal Audit and Model Validation groups. We evaluated the overall ACL amount, including model estimates and qualitative factor adjustments, and whether the recorded ACL appropriately reflects expected credit losses on the loan portfolio and unfunded credit commitments. We reviewed historical loss statistics, peer-bank information, subsequent events and transactions and considered whether they corroborate or contradict the Company’s measurement of the ACL. | | |

| | | | [added: | | | | | | | | | | | | 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and due from banks | | | $ | [removed: 2,635] [added: 2,893] | | | | | $ | [removed: 1,997] [added: 2,635] | |

| Interest-bearing deposits in other banks | | | [removed: 4,166] [added: 7,819] | | | | | | [removed: 9,230] [added: 4,166] | | |

| Debt securities held to maturity (estimated fair value of [removed: $716] [added: $4,226] and [removed: $751,] [added: $716,] respectively) | | | [removed: 754] [added: 4,427] | | | | | | [removed: 801] [added: 754] | | |

| Debt securities available for sale (amortized cost of [removed: $30,864] [added: $28,183] and [removed: $31,367,] [added: $30,864,] respectively) | | | [removed: 28,104] [added: 26,224] | | | | | | [removed: 27,933] [added: 28,104] | | |

| Loans held for sale (includes [removed: $201] [added: $234] and [removed: $196] [added: $201] measured at fair value, respectively) | | | [removed: 400] [added: 594] | | | | | | [removed: 354] [added: 400] | | |

| Loans, net of unearned income | | | [removed: 98,379] [added: 96,727] | | | | | | [removed: 97,009] [added: 98,379] | | |

| Allowance for loan losses | | | [removed: (1,576)] [added: (1,613)] | | | | | | [removed: (1,464)] [added: (1,576)] | | |

| Net loans | | | [removed: 96,803] [added: 95,114] | | | | | | [removed: 95,545] [added: 96,803] | | |

| Other earning assets | | | [removed: 1,417] [added: 1,616] | | | | | | [removed: 1,308] [added: 1,417] | | |

| Premises, equipment and software, net | | | [removed: 1,642] [added: 1,673] | | | | | | [removed: 1,718] [added: 1,642] | | |

| Interest receivable | | | [removed: 614] [added: 572] | | | | | | [removed: 511] [added: 614] | | |

| Residential mortgage servicing rights at fair value | | | [removed: 906] [added: 1,007] | | | | | | [removed: 812] [added: 906] | | |

| Other identifiable intangible assets, net | | | [removed: 205] [added: 169] | | | | | | [removed: 249] [added: 205] | | |

| Other assets | | | [removed: 8,815] [added: 9,461] | | | | | | [removed: 9,029] [added: 8,815] | | |

| Total assets | | | $ | [removed: 152,194] [added: 157,302] | | | | | $ | [removed: 155,220] [added: 152,194] | |

| Non-interest-bearing | | | $ | [removed: 42,368] [added: 39,138] | | | | | $ | [removed: 51,348] [added: 42,368] | |

| Interest-bearing | | | [removed: 85,420] [added: 88,465] | | | | | | [removed: 80,395] [added: 85,420] | | |

| Total deposits | | | [removed: 127,788] [added: 127,603] | | | | | | [removed: 131,743] [added: 127,788] | | |

| Long-term borrowings | | | [removed: 2,330] [added: 5,993] | | | | | | [removed: 2,284] [added: 2,330] | | |

| Total borrowed funds | | | [removed: 2,330] [added: 6,493] | | | | | | [removed: 2,284] [added: 2,330] | | |

| Other liabilities | | | [removed: 4,583] [added: 5,296] | | | | | | [removed: 5,242] [added: 4,583] | | |

| Total liabilities | | | [removed: 134,701] [added: 139,392] | | | | | | [removed: 139,269] [added: 134,701] | | |

| Non-cumulative perpetual, including related surplus, net of issuance costs; issued—1,403,500 shares | | | [removed: 1,659] [added: 1,715] | | | | | | 1,659 | | |

| Issued including treasury [removed: stock—963,375,681] [added: stock—949,510,334] and [removed: 975,524,168] [added: 963,375,681] shares, respectively | | | [removed: 10] [added: 9] | | | | | | 10 | | |

| Additional paid-in capital | | | [removed: 11,757] [added: 11,394] | | | | | | [removed: 11,988] [added: 11,757] | | |

| Retained earnings | | | [removed: 8,186] [added: 9,060] | | | | | | [removed: 7,004] [added: 8,186] | | |

February 21, 2025

| Short-term borrowings | | | 500 | | | | | | — | | |

| Unrealized losses on securities transferred to held to maturity during the period (net of $192, zero and zero tax effect, respectively) | | | 562 | | | | | | — | | | | | | — | | |

| Cumulative effect from change in accounting guidance | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5) | | | | | | — | | | | | | — | | | | | | (5) | | | | | | — | | |

| BALANCE AT DECEMBER 31, 2024 | | | 2 | | | | | | $ | 1,715 | | | | | 909 | | | | | | $ | 9 | | | | | $ | 11,394 | | | | | $ | 9,060 | | | | | $ | (1,371) | | | | | $ | (2,928) | | | | | $ | 17,879 | | | | | $ | 31 | |

| Securities transferred to held to maturity from available for sale (1) | | | 3,763 | | | | | | — | | | | | | — | | |

___

(1) Represents the carrying value of securities transferred in the period.

expense or other non-interest income (dependent on the type of loan).

PCD loans.

Company's organization-wide economic outlook.

Specific reserves

*Residential Mortgage Banking Activities*

*Commercial Mortgage Banking Activities*

Commercial mortgage banking through the DUS lending program

Commercial mortgage banking through non-DUS agency programs

Regions participates in additional multi-family housing market liquidity activities outside of the DUS lending program through other agency programs.

Regions' related commercial MSRs outside of the DUS program are recorded in other assets and accounted for using the fair value measurement method.

Under the fair value measurement method, these commercial MSRs are measured at estimated fair value each period with changes in fair value recorded as a component of capital markets income.

The fair value of commercial MSRs is calculated using various assumptions including future cash flows, market discount rates, credit spreads, and other factors.

updated valuation information, if necessary.

See the “Fair Value Measurements” section below for additional discussion regarding determination of fair value.

tax expense or benefit, as applicable.

Additionally, Regions offers rewards to its customers based on card usage.

The costs associated with these programs are recorded when services are provided as a reduction of card fees.

Regions has a fiduciary responsibility to the beneficiary of the trust to perform agreed

Capital markets income also includes any fair value adjustments for commercial mortgage loans Regions has elected to measure under the fair value option and fair value adjustments related to mortgage servicing rights.

Commercial mortgage servicing through non-DUS agency programs are recorded at fair value and are valued using a discounted cash flow approach, a Level 3 measurement.

The underlying assumptions and estimated values are corroborated at least annually by values received from independent third parties.

See Note 6 for information regarding the servicing of financial assets and additional details regarding the assumptions relevant to this valuation.

Securities sold, but not yet purchased are comprised of equity securities the Company has sold but does not yet own for the purpose of hedging institutional brokerage customer activities.

The obligations for these transactions are recorded on a trade-date basis, carried at fair value, and reported in other liabilities in the consolidated balance sheets.

These obligations are classified as Level 1 when quoted market prices are available in an active market for the identical securities.

on inappropriate assumptions or where the conclusion is not sufficiently supported by the market data presented in the appraisal.

| ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | | | The Update requires entities to provide disclosure of significant segment expenses, as defined within the standard, and requires that entities disclose other segment items by reportable segment. These disclosures are required to be made on an annual and interim basis. | | | January 1, 2024 for the annual reporting period ending December 31, 2024 and for the interim reporting periods beginning in 2025. | | | Regions adopted this guidance as of January 1, 2024 with no material impact. | | |

| ASU 2024-03, Income Statement Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses | | | This ASU will change the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (for example, employee compensation, depreciation, and amortization) in expense captions. | | | January 1, 2027 | | | Regions will continue to evaluate through date of adoption. | | |

| ASU 2024-04 Debt with Conversion and Other Options (Subtopic 470-20) Induced Conversions of Convertible Debt Instruments | | | This ASU will standardize the application of induced conversion guidance in 470-20. This update focuses on how to determine whether a settlement of convertible debt at terms that differ from the original conversion terms should be accounted for under the induced conversion or extinguishment guidance. | | | January 1, 2026 | | | The adoption of this guidance is not likely to have a material impact. Regions will continue to evaluate through date of adoption. | | |

These investments are funded through a combination of debt and equity.

These partnerships meet the definition of a VIE and are collectively referred to as tax credit investments in the table below.

On January 1, 2024, the Company adopted accounting guidance that allows the Company to utilize the proportional amortization method of accounting for economic development projects, which has historically been used for affordable housing projects.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| BALANCE AT JANUARY 1, 2021 | | | 2 | | | | | | $ | 1,656 | | | | | 960 | | | | | | $ | 10 | | | | | $ | 12,731 | | | | | $ | 3,770 | | | | | $ | (1,371) | | | | | $ | 1,315 | | | | | $ | 18,111 | | | | | $ | — | |

| Payment for acquisition of businesses, net of cash received | | | — | | | | | | — | | | | | | (1,182) | | |

commercial portfolio segment.

The

*TDRs*

Prior to January 1, 2023, the Company accounted for loans in which the borrower was experiencing financial difficulty at the modification date and wherein Regions had granted a concession to the borrower as a TDR.

Refer to Note 1 in the Annual Report on Form 10-K for the year ended December 31, 2022 for a description of accounting policies related to TDRs.

Prior to 2023, the Company also deviated from contractual maturity for loans where the Company had a reasonable expectation at the reporting date that it would execute a TDR with the borrower ("RETDR").

See Note 1 in the Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of RETDRs.

portfolios and classes using econometric models to estimate expected credit losses.

Specific allowances

TDRs and RETDRs

In periods prior to 2023, loans identified as TDRs and RETDRs were included in their respective loan pools (if they did not qualify for specific evaluation) and losses were determined by allowance models.

The effect of the interest rate concession on these loans was considered through a post-model adjustment.

On March 5, 2021, the FCA announced that LIBOR would not be available for use after December 31, 2021 and would not be published after June 30, 2023.

In the third quarter of 2020, Regions adopted temporary accounting relief for affected transactions that reference LIBOR.

In the second quarter of 2023, the Company entered into additional trades to transition remaining derivative exposures from LIBOR to SOFR.

As part of this transition, the Company applied certain optional practical expedients exceptions in the previously-adopted accounting relief for hedges, specifically in applying contract modification guidance on hedges for the change in reference rate.

See Note 1 in Regions' Annual Report on Form 10-K for the year ended December 31, 2020 for details.

Deferred tax

contractually determined via fee schedules.

Diluted earnings per common share is calculated by dividing

interest rates, adjusted for securitization activities that include servicing value and market conditions, a Level 2 measurement.

| Standard | | | Description | | | Required Date of Adoption | | | Effect on Regions' financial statements or other significant matters | | |

| ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures | | | This Update is intended to improve the decision usefulness of information provided to investors about certain loan refinancing, restructurings, and write-offs. The amendments in the Update eliminate the accounting guidance for TDRs by creditors that have adopted CECL while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors made to borrowers experiencing financial difficulty. The Update also requires that a public business entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases. The amendments in this Update were applied prospectively, except for the transition method related to the recognition and measurement of TDRs for which there was an option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. | | | January 1, 2023 | | | The adoption of this guidance did not have a material impact. See Note 1 Basis of Presentation for additional information. | | |

| ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions | | | This Update clarifies how the fair value of equity securities subject to contractual sale restrictions is determined. ASU 2022-03 clarifies that a contractual sale restriction should not be considered in measuring fair value. It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities. | | | January 1, 2023 | | | The adoption of this guidance did not have a material impact. | | |

| ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718) | | | This Update amends or supersedes various SEC paragraphs within the Codification to conform to past SEC staff announcements and guidance issued by the SEC. The Update does not provide any new guidance so there is no transition guidance or effective date associated with it. | | | Effective upon issuance | | | The adoption of this guidance did not have a material impact. | | |

| ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | | | The Board is issuing this Update to improve the disclosures about a public entity's reportable segments on an annual and interim basis and address requests from investors for additional, more detailed information about a reportable segment's expenses. | | | January 1, 2024 | | | Regions adopted this guidance as of January 1, 2024 with no material impact. | | |

AFFORDABLE HOUSING TAX CREDIT INVESTMENTS

These partnerships meet the definition of a VIE.

Regions uses the proportional amortization method to account for these investments.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Residential agency | | | $ | 289 | | | | | $ | — | | | | | $ | (10) | | | | | $ | 279 | | | | | $ | — | | | | | $ | (21) | | | | | $ | 258 | |

| Commercial agency | | | 523 | | | | | | — | | | | | | (1) | | | | | | 522 | | | | | | — | | | | | | (29) | | | | | | 493 | | |

| | | | $ | 812 | | | | | $ | — | | | | | $ | (11) | | | | | $ | 801 | | | | | $ | — | | | | | $ | (50) | | | | | $ | 751 | |

Based on [removed: an evaluation, as of the end of the period covered by this Form 10-K, under the supervision and with the participation of Regions’ management, including its Chief Executive Officer and Chief Financial Officer,] [added: this,] the Chief Executive Officer and the Chief Financial Officer have concluded that Regions’ disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) [removed: are effective.][added: were effective as of the end of the period covered by this Annual Report on Form 10-K.]

During the fourth fiscal quarter of the year ended December 31, [removed: 2023,] [added: 2024,] there have been no changes in Regions’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Regions’ control over financial reporting.

The [removed: Report of Management on Internal Control Over Financial Reporting and the] attestation report of [added: Regions'] registered public accounting firm on [removed: registrant's] [added: its] internal control over financial reporting [removed: are] [added: is] included in Item 8.

of this Annual Report on Form [removed: 10-K.][added: 10-K and is incorporated herein by reference.]

Evaluation of Disclosure Controls and Procedures

Regions maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed in the reports that Regions files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

Management's Annual Report on Internal Control Over Financial Reporting

The Report of Management on Internal Control Over Financial Reporting is included in Item 8.

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

of this Annual Report on Form 10-K and is incorporated herein by reference.

Securities Trading Plans of Section 16 Officers and Directors

During the twelve months ended December 31, 2024, none of our officers or directors adopted or terminated a contract, instruction or written plan for the sale or purchase of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 or that constituted a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).

Not applicable.

Information about the Directors and Director nominees of Regions included in Regions’ Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders (the “Proxy Statement”) under the [removed: captions] [added: caption] “PROPOSAL 1—ELECTION OF DIRECTORS” and the information incorporated by reference pursuant to Item 13.

Insider Trading Policy

Regions has adopted a General Policy on Insider Trading (the "Insider Trading Policy") governing the purchase, sale, and/or other dispositions of Regions securities by directors, officers, and employees, as well as the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as NYSE listing standards.

A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report.

All information presented under the captions “COMPENSATION DISCUSSION AND ANALYSIS,” “COMPENSATION OF EXECUTIVE OFFICERS,” “COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT,” “DIRECTOR COMPENSATION,” [removed: and] “CORPORATE GOVERNANCE—Compensation Committee Interlocks and Insider [removed: Participation”] [added: Participation,”] and [removed: “—Relationship] [added: “CORPORATE GOVERNANCE—Risk Management Oversight—Relationship] of Compensation Policies and Practices to Risk Management” of the Proxy Statement are incorporated herein by reference.

All information presented under the caption “PROPOSAL FOUR— REGIONS FINANCIAL CORPORATION 2025 LONG TERM INCENTIVE PLAN—Equity Compensation Plan Information” of the Proxy Statement is incorporated herein by reference.

This includes the information required by this item concerning Equity Compensation Plan information.

Equity Compensation Plan Information

The following table gives information about the common stock that may be issued upon the exercise of options, warrants and rights under all of Regions’ existing equity compensation plans as of December 31, 2023.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available Under Equity Compensation Plans (Excluding Securities in First Column) | | | | | |

| Equity Compensation Plans Approved by Stockholders | | | — | | | | | | $ | — | | 24,086,496 | | | (b) | | |

| Equity Compensation Plans Not Approved by Stockholders | | | — | | | | | | $ | — | | — | | | | | |

| Total | | | — | | | | | | $ | — | | 24,086,496 | | | | | |

_____

(a)Does not include outstanding restricted stock units of 8,000,041.

(b)Consists of shares available for future issuance under the Regions Financial Corporation 2015 Long Term Incentive Plan.

In 2015, all prior long-term incentive plans were closed to new grants.

All information presented under the caption [removed: “ PROPOSAL] [added: “PROPOSAL] 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” of the Proxy Statement is incorporated herein by reference.

| Consolidated Balance Sheets—December 31, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] | | |

| Consolidated Statements of Income—Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] | | |

| Consolidated Statements of Comprehensive Income—Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] | | |

| Consolidated Statements of Changes in Shareholders’ Equity—Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] and | | |

| Consolidated Statements of Cash Flows—Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.] [added: 2022.] | | |

| 3.1 | | | [Amended and Restated Certificate of Incorporation incorporated by reference to Exhibit 3.1 to Form 10-Q Quarterly Report filed by registrant on August 6, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/1281761/000119312512336748/d361719dex31.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/1281761/000119312512336748/d361719dex31.htm)] | | | | | |

| 3.2 | | | [Certificate of [removed: Designations,] [added: Designations](https://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex34.htm) [](https://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex34.htm)[relating to Series C Pref](https://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex34.htm)[erred Stock](https://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex34.htm)[,] incorporated by reference to Exhibit [removed: 3.3] [added: 3.4] to Form 8-A filed by registrant on April [removed: 28, 2014.](http://www.sec.gov/Archives/edgar/data/1281761/000119312514163147/d717095dex33.htm)] [added: 29, 2019.](https://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex34.htm)] | | | | | |

| [removed: 3.3] [added: 4.3] | | | [removed: [Certificate] [added: [Form] of [removed: Designations,] [added: depositary receipt representing the Series C Depositary Shares,] incorporated by reference to Exhibit [removed: 3.4] [added: A] to [added: Exhibit 4.1 to the] Form 8-A filed by registrant on April 29, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex34.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex41.htm)] | | | | | |

| [removed: 3.4] [added: 3.3] | | | [Certificate of [removed: Designations,] [added: Designations](https://www.sec.gov/Archives/edgar/data/1281761/000119312520162091/d937005dex31.htm) [relating to Series D P](https://www.sec.gov/Archives/edgar/data/1281761/000119312520162091/d937005dex31.htm)[referred Stock](https://www.sec.gov/Archives/edgar/data/1281761/000119312520162091/d937005dex31.htm)[,] incorporated by reference to Exhibit 3.1 to the Form 8-K Current Report filed by registrant on June 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000119312520162091/d937005dex31.htm) | | | | | |

| [removed: 3.5] [added: 3.4] | | | [Certificate of [removed: Designations,] [added: Designations](https://www.sec.gov/Archives/edgar/data/0001281761/000119312521147588/d188159dex36.htm) [relating to Series E Preferred Stock](https://www.sec.gov/Archives/edgar/data/0001281761/000119312521147588/d188159dex36.htm)[,] incorporated by reference to Exhibit 3.6 to the Form 8-A filed by the registrant on May 3, 2021.](https://www.sec.gov/Archives/edgar/data/0001281761/000119312521147588/d188159dex36.htm) | | | | | |

| 4.2 | | | [Deposit Agreement, dated as of April [removed: 29, 2014,] [added: 30, 2019,] by and among Regions Financial Corporation, [added: Computershare, Inc., and] Computershare Trust Company, N.A., [added: jointly] as depositary, [removed: Computershare, Inc.] and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.1 to the Form [removed: 8-K Current Report] [added: 8-A] filed by registrant on April 29, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/1281761/000119312514167390/d717083dex41.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex41.htm)] | | | | | |

| 4.2A | | | [Amendment to Deposit Agreement, dated as of April [removed: 29, 2014,] [added: 30, 2019,] effective as of October 21, 2022, by and among Regions Financial Corporation, Computershare, Inc., Computershare Trust Company, [removed: N.A., and] [added: N.A.,and] Broadridge Corporate Issuer Solutions, Inc. incorporated by reference to Exhibit [removed: 4.2A] [added: 4.5A] to Form 10-K Annual Report filed by the registrant on February 24, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex42a.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex45a.htm)] | | | | | |

| [removed: 4.3] [added: 4.5] | | | [Form of depositary receipt representing the Series [removed: B] [added: D] Depositary Shares, incorporated by reference to Exhibit A to Exhibit 4.1 to the Form 8-K Current Report filed by registrant on [removed: April 29, 2014.](http://www.sec.gov/Archives/edgar/data/1281761/000119312514167390/d717083dex41.htm)] [added: June 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000119312520162091/d937005dex41.htm)] | | | | | |

| [removed: 4.4] [added: 3.5] | | | [removed: [Form] [added: [Certificate] of [removed: certificate representing the] [added: Designations](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit36-8xa.htm) [relat](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit36-8xa.htm)[ing to] Series [removed: B Preferred Stock,] [added: F](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit36-8xa.htm) [Preferred Stock](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit36-8xa.htm)[,] incorporated by reference to Exhibit [removed: 4.3 to the] [added: 3.](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit36-8xa.htm)[6](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit36-8xa.htm) [to] Form 8-A filed by registrant [removed: on April 28, 2014.](http://www.sec.gov/Archives/edgar/data/1281761/000119312514163147/d717095dex43.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit36-8xa.htm) [July 26, 2024](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit36-8xa.htm)[.](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit36-8xa.htm)] | | | | | |

| [removed: 4.5] [added: 4.6] | | | [Deposit Agreement, dated as of [removed: April 30, 2019,] [added: May 4, 2021,] by and among Regions Financial Corporation, [removed: Computershare, Inc.,] [added: Computershare Inc.] and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.1 to the Form 8-A filed by registrant on [removed: April 29, 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex41.htm)] [added: May 3, 2021.](https://www.sec.gov/Archives/edgar/data/1281761/000119312521147588/d188159dex41.htm)] | | | | | |

| [removed: 4.5A] [added: 4.4A] | | | [Amendment to Deposit Agreement, dated as of [removed: April 30, 2019,] [added: June 5, 2020,] effective as of October 21, 2022, by and among Regions Financial Corporation, Computershare, Inc., Computershare Trust Company, [removed: N.A.,and] [added: N.A., and] Broadridge Corporate Issuer Solutions, Inc. incorporated by reference to Exhibit [removed: 4.5A] [added: 4.7A] to Form 10-K Annual Report filed by the registrant on February 24, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex45a.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex47a.htm)] | | | | | |

| [removed: 4.6] [added: 4.7] | | | [Form of depositary receipt representing the Series [removed: C] [added: E] Depositary Shares, incorporated by reference to Exhibit A to Exhibit 4.1 to the Form 8-A filed by registrant on [removed: April 29, 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex41.htm)] [added: May 3, 2021.](https://www.sec.gov/Archives/edgar/data/1281761/000119312521147588/d188159dex41.htm)] | | | | | |

| [removed: 4.7] [added: 4.4] | | | [Deposit Agreement, dated as of June 5, 2020, by and among Regions Financial Corporation, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.1 to the Form 8-K Current Report filed by registrant on June 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000119312520162091/d937005dex41.htm) | | | | | |

| [removed: 4.7A] [added: 4.6A] | | | [Amendment to Deposit Agreement, dated as of [removed: June 5, 2020,] [added: May 4, 2021,] effective as of October 21, 2022, by and among Regions Financial Corporation, Computershare, Inc., Computershare Trust Company, N.A., and Broadridge Corporate Issuer Solutions, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex47a.htm) [](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex47a.htm)[incorporated] [added: Inc. incorporated] by reference to Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex47a.htm)[7](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex47a.htm)[A] [added: 4.9A] to Form 10-K Annual Report filed by the registrant on February 24, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex47a.htm)[](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex47a.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex49a.htm)] | | | | | |

| [removed: 4.8] [added: 4.9] | | | [Form of [removed: depositary] [added: Depositary] receipt representing the Series [removed: D] [added: F] Depositary Shares, incorporated by reference to Exhibit A to Exhibit 4.1 to the Form [removed: 8-K Current Report] [added: 8-A] filed by [added: the] registrant on [removed: June 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000119312520162091/d937005dex41.htm)] [added: July 26, 2024.](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit41-8xa.htm)] | | | | | |

| [removed: 4.9] [added: 4.8] | | | [Deposit Agreement, dated as of [removed: May 4, 2021, by] [added: July 29,](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit41-8xa.htm) [2024,](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit41-8xa.htm) [by] and among Regions Financial Corporation, [removed: Computershare Inc. and Computershare Trust Company, N.A., jointly] [added: Broadridge Corporate Issuer Solutions, LLC.,] as depositary, and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.1 to the Form 8-A filed by registrant on [removed: May 3, 2021.](https://www.sec.gov/Archives/edgar/data/1281761/000119312521147588/d188159dex41.htm)] [added: July 26, 2024.](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000053/exhibit41-8xa.htm)] | | | | | |

| [removed: 4.11] [added: 4.10] | | | [Description of Registered [removed: Securities](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000010/rf-20231231xex411.htm).] [added: Securities](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-20241231xex410.htm).] | | | | | |

| 10.1* | | | [Regions Financial Corporation Director Compensation Program, effective [removed: April 20, 2022,] [added: April](https://www.sec.gov/Archives/edgar/data/1281761/000128176122000030/rf-20220331xex101.htm) [20](https://www.sec.gov/Archives/edgar/data/1281761/000128176122000030/rf-20220331xex101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1281761/000128176122000030/rf-20220331xex101.htm)[2](https://www.sec.gov/Archives/edgar/data/1281761/000128176122000030/rf-20220331xex101.htm)[,] incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on [removed: May 6, 2022.](https://www.sec.gov/Archives/edgar/data/1281761/000128176122000030/rf-20220331xex101.htm)] [added: May](https://www.sec.gov/Archives/edgar/data/1281761/000128176122000030/rf-20220331xex101.htm) [6](https://www.sec.gov/Archives/edgar/data/1281761/000128176122000030/rf-20220331xex101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1281761/000128176122000030/rf-20220331xex101.htm)[2](https://www.sec.gov/Archives/edgar/data/1281761/000128176122000030/rf-20220331xex101.htm)[.](https://www.sec.gov/Archives/edgar/data/1281761/000128176122000030/rf-20220331xex101.htm)] | | | | | |

| [removed: 10.2*] [added: 10.3*] | | | [Regions Financial Corporation Directors’ Deferred Restricted Stock Unit Plan, incorporated by reference to Exhibit 10.26 to Form 10-K Annual Report filed by registrant on February 22, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000128176119000019/rf-20181231xex1026.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1281761/000128176119000019/rf-20181231xex1026.htm)] | | | | | |

| [removed: 10.3*] [added: 10.4*] | | | [Regions Financial Corporation Directors’ Deferred Investment Plan (As Amended and Restated as of January 1, 2021), incorporated by reference to Exhibit 4.7 to Form S-8 Registration Statement filed by registrant on December 30, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000119312520329640/d83581dex47.htm) | | | | | |

| [removed: 10.4*] [added: 10.5*] | | | [Regions Financial Corporation Deferred Compensation Plan for Former Directors of AmSouth Bancorporation (formerly named Deferred Compensation Plan for Directors of AmSouth Bancorporation), incorporated by reference to Exhibit 10.30 to Form 10-K Annual Report filed by registrant on February 25, [removed: 2009.](http://www.sec.gov/Archives/edgar/data/1281761/000119312509036452/dex1030.htm)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/1281761/000119312509036452/dex1030.htm)] | | | | | |

| [removed: 10.5*] [added: 10.6*] | | | [Form of Indemnification Agreement for Directors of AmSouth Bancorporation, incorporated by reference to Exhibit 10.2 to Form 8-K Current Report filed by AmSouth Bancorporation on April 20, [removed: 2006.](http://www.sec.gov/Archives/edgar/data/3133/000119312506084475/dex102.htm)] [added: 2006.](https://www.sec.gov/Archives/edgar/data/3133/000119312506084475/dex102.htm)] | | | | | |

| [removed: 10.6*] [added: 10.7*] | | | [Form of Change-in-Control Agreement with executive officer John M. Turner, Jr., incorporated by reference to Exhibit 99.3 to Form 8-K Current Report filed by registrant on June 19, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/1281761/000128176118000060/exh993.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/1281761/000128176118000060/exh993.htm)] | | | | | |

| [removed: 10.7*] [added: 10.8*] | | | [Form of Change-in-Control Agreement with executive officer Kate R. Danella, incorporated by reference to Exhibit 10.37 to Form 10-K Annual Report filed by registrant on February 22, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000128176119000019/rf-20181231xex1037.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1281761/000128176119000019/rf-20181231xex1037.htm)] | | | | | |

| [removed: 10.8*] [added: 10.10*] | | | [Form of Change-in-Control Agreement with executive officer [removed: C. Matthew Lusco,] [added: William D. Ritter,] incorporated by reference to Exhibit [removed: 10.11 of] [added: 10.49 to] Form [removed: 10-Q Quarterly] [added: 10-K Annual] Report filed by registrant on [removed: August 4, 2011.](http://www.sec.gov/Archives/edgar/data/1281761/000119312511209965/dex1011.htm)] [added: February 24, 2011.](https://www.sec.gov/Archives/edgar/data/1281761/000119312511045404/dex1049.htm)] | | | | | |

| 10.9* | | | [Form of Change-in-Control Agreement with executive officers David R. [removed: Keenan, Scott M. Peters, Ronald] [added: Keenan,](https://www.sec.gov/Archives/edgar/data/1281761/000119312511045404/dex1048.htm) [Ronald] G. Smith and David J. Turner, Jr., incorporated by reference to Exhibit 10.48 to Form 10-K Annual Report filed by registrant on February 24, [removed: 2011.](http://www.sec.gov/Archives/edgar/data/1281761/000119312511045404/dex1048.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/1281761/000119312511045404/dex1048.htm)] | | | | | |

| [removed: 10.10*] [added: 10.11*] | | | [Form of [added: Amendment to] Change-in-Control Agreement with executive [removed: officer] [added: officers David J. Turner, Jr., David R. Keenan,](https://www.sec.gov/Archives/edgar/data/1281761/000119312513069212/d418921dex1052.htm) [Ronald G. Smith, and] William D. Ritter, incorporated by reference to Exhibit [removed: 10.49] [added: 10.52] to Form 10-K Annual Report filed by registrant on February [removed: 24, 2011.](http://www.sec.gov/Archives/edgar/data/1281761/000119312511045404/dex1049.htm)] [added: 21, 2013.](https://www.sec.gov/Archives/edgar/data/1281761/000119312513069212/d418921dex1052.htm)] | | | | | |

| [removed: 10.12*] [added: 10.27*] | | | [removed: [Offer Letter with executive officer C. Dandridge Massey dated May 2, 2022](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1012.htm)[, incorporated] [added: [Regions Financial Corporation Executive Incentive Plan (Amended and Restated Effective January 1, 2023)](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm)[,](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm) [incorporated] by reference to Exhibit [removed: 10.12 to](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1012.htm) [Form](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1012.htm) [](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1012.htm)[10-K] [added: 10.2](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm)[8](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm) [to Form 10-K] Annual Report filed by [removed: the] registrant [removed: on February 24, 2023](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1012.htm)[.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1012.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm) [February](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm) [](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm)[2](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm)[4](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm)[3](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm)[.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex1028.htm)] | | | | | |

| 10.14* | | | [Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Appendix B to Regions Financial Corporation’s Proxy Statement dated March 10, 2015, for the Regions Annual Meeting of Stockholders held April 23, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/1281761/000119312515085528/d825466ddef14a.htm#toc825466_93)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/1281761/000119312515085528/d825466ddef14a.htm#toc825466_93)] | | | | | |

| 10.15* | | | [Amendment Number One to the Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on May 5, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1281761/000128176117000047/rf-20170331xex101.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/1281761/000128176117000047/rf-20170331xex101.htm)] | | | | | |

| 10.17* | | | [removed: [2020 Form of Notice and Form] [added: [Form] of [added: Associate] Restricted Stock Unit [added: Notice and] Award Agreement under [added: the] Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q Quarterly Report filed by registrant on August [removed: 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000128176120000075/rf-2020630xex102.htm)] [added: 6, 2021.](https://www.sec.gov/Archives/edgar/data/1281761/000128176121000067/rf-2021630xex102.htm)] | | | | | |

| [removed: 10.18*] [added: 10.19*] | | | [Form of Associate [removed: Restricted] [added: Performance] Stock Unit Notice and Award Agreement under the Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to Form 10-Q Quarterly Report filed by registrant on August 6, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1281761/000128176121000067/rf-2021630xex102.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1281761/000128176121000067/rf-2021630xex103.htm)] | | | | | |

| [removed: 10.19*] [added: 10.21*] | | | [removed: [2020 Form of Notice and Form] [added: [Form] of [added: Associate] Performance Stock Unit [added: Notice and] Award Agreement under [added: the] Regions Financial Corporation 2015 Long Term Incentive [removed: Plan,] [added: Plan (2024),] incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on [removed: August 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000128176120000075/rf-2020630xex103.htm)] [added: May 7, 2024](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex103.htm)[.](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex103.htm)] | | | | | |

| [removed: 10.20*] [added: 10.23*] | | | [Form of Associate Performance [removed: Stock] Unit Notice and Award Agreement under the Regions Financial Corporation 2015 Long Term Incentive [removed: Plan,] [added: Plan (202](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex102.htm)[3](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex102.htm)[),] incorporated by reference to Exhibit [removed: 10.3 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex102.htm)[2](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex102.htm) [to] Form 10-Q Quarterly Report filed by registrant [removed: on August 6, 2021.](https://www.sec.gov/Archives/edgar/data/1281761/000128176121000067/rf-2021630xex103.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex102.htm) [August 8, 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex102.htm)] | | | | | |

| [removed: 10.21*] [added: 10.24*] | | | [removed: [2020 Form] [added: [Form] of [added: Associate Performance](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex104.htm) [Unit] Notice and [removed: Form of Performance Unit] Award Agreement under [added: the] Regions Financial Corporation 2015 Long Term Incentive [removed: Plan,] [added: Plan (2024),] incorporated by reference to Exhibit [removed: 10.4 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex104.htm)[4](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex104.htm) [to] Form 10-Q Quarterly Report filed by registrant on [removed: August 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000128176120000075/rf-2020630xexx104.htm)] [added: May 7, 2024](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex104.htm)[.](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex104.htm)] | | | | | |

| 10.2* | | | [Regions Financial Corporation Director Compensation Program, effective April 17, 2024, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on May 7, 2024.](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex101.htm) | | | | | |

| 10.12* | | | [O](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-20241231xex1012.htm)[ffer Letter with executive officer Russell K. Zusi dated](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-20241231xex1012.htm) [S](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-20241231xex1012.htm)[eptember 20](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-20241231xex1012.htm)[, 2023](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-20241231xex1012.htm)[.](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-20241231xex1012.htm) | | | | | |

| 10.13* | | | [R](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-20241231xex1013.htm)[epayment Agreement with executive officer Russell K. Zusi, dated October 6, 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-20241231xex1013.htm) | | | | | |

| 10.18* | | | [F](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm)[orm of Associate Restr](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm)[icted Stock Unit Notice and A](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm)[ward Agreement under the R](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm)[egions Fi](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm)[nancial Corporation 2015 Long Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm) [(2024)](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm)[, inc](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm)[orporated](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm) [by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm) [10.2 to Form 10-Q Quarterly](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm) [Report filed by registrant on May 7, 2024.](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000032/rf-2024331xex102.htm) | | | | | |

| 10.20* | | | [F](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex101.htm)[orm of Associate Performance Stock Unit Notice and A](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex101.htm)[ward Agreement under the R](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex101.htm)[egions Financial Corporation 2015 Long Term Incentive Plan (2023), incorporated by reference to Exhibit 10. 1 to Form 10-Q Quarterly R](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex101.htm)[eport filed by registra](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex101.htm)[nt on August 8, 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xex101.htm) | | | | | |

| 10.25* | | | [Restr](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-2024ex1025.htm)[icted Stock Unit Notice and Award A](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-2024ex1025.htm)[greement under the Regions Financial Corporation 2015 Long Term Incentive Plan with executive officer Russell K. Zusi dated January 2, 2024.](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-2024ex1025.htm) | | | | | |

| 10.31* | | | [A](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xexx103.htm)[mendment Three to the R](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xexx103.htm)[egions Financial Corporation Non-Qual](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xexx103.htm)[ified Excess 401(k) Plan (Amended a](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xexx103.htm)[nd Restated as of June 1, 2020), incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registra](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xexx103.htm)[nt August 8, 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000045/rf-2023630xexx103.htm) | | | | | |

| 19 | | | [Regions Financial Corporation General Policy on Insider Trading.](https://www.sec.gov/Archives/edgar/data/1281761/000128176125000010/rf-2024ex19.htm) | | | | | |

| | | | | | | | | |

| 4.9A | | | [Amendment to Deposit Agreement, dated as of May 4, 2021, effective as of October 21, 2022, by and among Regions Financial Corporation, Computershare, Inc., Computershare Trust Company, N.A., and Broadridge Corporate Issuer Solutions, Inc.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex49a.htm) [](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex49a.htm)[incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex49a.htm)[9](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex49a.htm)[A to](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex49a.htm) [](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex49a.htm)[Form 10-K Annual Report filed by the registrant on February 24, 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231xex49a.htm) | | | | | |

| 4.10 | | | [Form of depositary receipt representing the Series E Depositary Shares, incorporated by reference to Exhibit A to Exhibit 4.1 to the Form 8-A filed by registrant on May 3, 2021.](https://www.sec.gov/Archives/edgar/data/1281761/000119312521147588/d188159dex41.htm) | | | | | |

| 10.11* | | | [Form of Amendment to Change-in-Control Agreement with executive officers David J. Turner, Jr., David R. Keenan, Scott M. Peters, Ronald G. Smith, and William D. Ritter, incorporated by reference to Exhibit 10.52 to Form 10-K Annual Report filed by registrant on February 21, 2013.](http://www.sec.gov/Archives/edgar/data/1281761/000119312513069212/d418921dex1052.htm) | | | | | |

| 10.13* | | | [Repayment Agreement with executive officer C. Dandridge Massey dated May 2, 2022](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231exx1013.htm)[, inc](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231exx1013.htm)[orporated by reference to Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231exx1013.htm)[3 to](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231exx1013.htm) [Form 10-K Annual Report filed by the registrant on February 24, 2023](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231exx1013.htm)[.](https://www.sec.gov/Archives/edgar/data/1281761/000128176123000012/rf-20221231exx1013.htm) | | | | | |

| 10.33* | | | [AmSouth Bancorporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.13 to Form 10-K Annual Report filed by AmSouth Bancorporation on March 15, 2005.](http://www.sec.gov/Archives/edgar/data/3133/000119312505051242/dex1013.htm) | | | | | |

| 10.34* | | | [Amendment Number 1 to AmSouth Bancorporation Deferred Compensation Plan effective November 4, 2006, incorporated by reference to Exhibit 10.59 to Form 10-K Annual Report filed by registrant on March 1, 2007.](http://www.sec.gov/Archives/edgar/data/1281761/000119312507043798/dex1059.htm) | | | | | |

| 10.35* | | | [Amendment Number 2 to AmSouth Bancorporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.36 to Form 10-K Annual Report filed by registrant on February 25, 2009.](http://www.sec.gov/Archives/edgar/data/1281761/000119312509036452/dex1036.htm) | | | | | |

| 10.36* | | | [Amendment Number Three to the AmSouth Bancorporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on November 5, 2014.](http://www.sec.gov/Archives/edgar/data/1281761/000128176114000074/rf-20140930xex101.htm) | | | | | |

| 10.40* | | | [Regions Financial Corporation Use of Corporate Aircraft Policy, amended and restated December 2023.](https://www.sec.gov/Archives/edgar/data/1281761/000128176124000010/rf-20231231xex1040.htm) | | | | | |

| DATE: | | | February [removed: 23, 2024] [added: 21, 2025] | | | | | | Regions Financial Corporation | | |

| | | | | | | | | | John M. Turner, Jr. [added: Chairman,] President and Chief Executive Officer | | |

| /S/ JOHN M. TURNER, JR. | | | | | | [added: Chairman,] President and Chief Executive [removed: Officer, and Director] [added: Officer] (principal executive officer) | | | February [removed: 23, 2024] [added: 21, 2025] | | |

| /S/ DAVID J. TURNER, JR. | | | | | | Senior Executive Vice President and Chief Financial Officer (principal financial officer) | | | February [removed: 23, 2024] [added: 21, 2025] | | |

| /S/ Karin K. Allen | | | | | | Executive Vice President and Assistant Controller (Chief Accounting Officer and Authorized Officer) | | | February [removed: 23, 2024] [added: 21, 2025] | | |

| * | | | | | | Director | | | February [removed: 23, 2024] [added: 21, 2025] | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| Roger W. Jenkins | | | | | | | | | | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| William C. Rhodes, III | | | | | | | | | | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| * | | | | | | Director | | | February 21, 2025 | | |

| | | | | | | | | | | | |

| John D. Johns | | | | | | | | | | | |

| Charles D. McCrary | | | | | | | | | | | |