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Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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

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

Issuer Purchases of Equity Securities

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

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

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

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

Table of Contents

COMMON STOCK PERFORMANCE GRAPH

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

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

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