Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

We, as members of the Management of Regions Financial Corporation and subsidiaries (the “Company”), are responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Regions’ internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

All internal controls systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements in the Company’s financial statements, including the possibility of circumvention or overriding of controls. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Regions’ management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in its 2013 Internal Control—Integrated Framework. Based on our assessment and those criteria, management believes that the Company maintained effective control over financial reporting as of December 31, 2025. Based on our assessment and those criteria, management believes that the Company maintained effective control over financial reporting as of December 31, 2025.

Regions’ independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. This report appears on the following page.



						REGIONS FINANCIAL CORPORATION

			by			/S/ JOHN M. TURNER, JR.
						John M. Turner, Jr. Chairman, President and Chief Executive Officer

			by			/S/ DAVID J. TURNER, JR.
						David J. Turner, Jr. Chief Financial Officer

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Regions Financial Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Regions Financial Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2025, 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, 2025, 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, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Birmingham, Alabama

February 24, 2026

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Regions Financial Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Regions Financial Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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 especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

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						Allowance for credit losses
Description of the Matter						The Company’s loan portfolio and the associated allowance for credit losses (“allowance”), were $95.6 billion and $1.69 billion as of December 31, 2025, respectively. The provision for credit losses was $470 million for the year ended December 31, 2025. As discussed in Notes 1 and 5 to the consolidated financial statements, the allowance 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 allowance 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 allowance 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 controls for establishing the allowance, including: 1) the governance of the credit loss methodology, including management’s review and approval of the allowance; 2) expected loss forecasting models including model validation, monitoring, the completeness and accuracy of key inputs and assumptions used in the models; 3) the development and application of the reasonable and supportable economic forecast; and 4) 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 allowance for factors which may not be directly measured in the modeled calculations. Regarding measurement of the qualitative factors, 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 factors 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 allowance amount, including model estimates and qualitative factors, and whether the recorded allowance 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 allowance.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1971.

Birmingham, Alabama

February 24, 2026

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	December 31
	2025		2024
	(In millions, except per share data)
Assets
Cash and due from banks	$	3,112	$	2,893
Interest-bearing deposits in other banks	7,795		7,819

Debt securities held to maturity (estimated fair value of $5,584 and $4,226, respectively)	5,606		4,427
Debt securities available for sale (amortized cost of $28,134 and $28,183, respectively)	27,560		26,224
Loans held for sale (includes $290 and $234 measured at fair value, respectively)	511		594
Loans, net of unearned income	95,637		96,727
Allowance for loan losses	(1,556)		(1,613)
Net loans	94,081		95,114
Other earning assets	1,703		1,616
Premises, equipment and software, net	1,659		1,673
Interest receivable	571		572
Goodwill	5,733		5,733
Residential mortgage servicing rights at fair value	970		1,007
Other identifiable intangible assets, net	140		169
Other assets	9,373		9,461
Total assets	$	158,814	$	157,302
Liabilities and Equity
Deposits:
Non-interest-bearing	$	39,530	$	39,138
Interest-bearing	91,598		88,465
Total deposits	131,128		127,603
Borrowed funds:



Short-term borrowings	750		500
Long-term borrowings	4,134		5,993
Total borrowed funds	4,884		6,493
Other liabilities	3,699		5,296
Total liabilities	139,711		139,392
Equity:
Preferred stock, authorized 10 million shares, par value $1.00 per share:
Non-cumulative perpetual, including related surplus, net of issuance costs; issued—1,400,000 shares and 1,403,500, respectively	1,369		1,715
Common stock, authorized 3 billion shares, par value $0.01 per share:
Issued including treasury stock—908,045,826 and 949,510,334 shares, respectively	9		9
Additional paid-in capital	10,366		11,394
Retained earnings	10,205		9,060
Treasury stock, at cost— 41,032,676 shares	(1,371)		(1,371)
Accumulated other comprehensive income (loss), net	(1,535)		(2,928)
Total shareholders’ equity	19,043		17,879
Noncontrolling interest	60		31
Total equity	19,103		17,910
Total liabilities and equity	$	158,814	$	157,302

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME


	Year Ended December 31
	2025		2024		2023
	(In millions, except per share data)
Interest income on:
Loans, including fees	$	5,463	$	5,732	$	5,733
Debt securities	1,145		925		749
Loans held for sale	35		39		40
Other earning assets	430		412		375
Total interest income	7,073		7,108		6,897
Interest expense on:
Deposits	1,766		1,971		1,255
Short-term borrowings	17		40		96
Long-term borrowings	299		279		226
Total interest expense	2,082		2,290		1,577


Net interest income	4,991		4,818		5,320
Provision for credit losses	470		487		553
Net interest income after provision for credit losses	4,521		4,331		4,767
Non-interest income:
Service charges on deposit accounts	635		612		592
Card and ATM fees	487		467		504
Investment management and trust fee income	362		338		313
Capital markets income	347		348		222
Mortgage income	158		146		109
Securities gains (losses), net	(53)		(208)		(5)
Other	599		562		521
Total non-interest income	2,535		2,265		2,256
Non-interest expense:
Salaries and employee benefits	2,616		2,529		2,416
Equipment and software expense	421		406		412
Net occupancy expense	288		278		289
Other	988		1,029		1,299
Total non-interest expense	4,313		4,242		4,416
Income before income taxes	2,743		2,354		2,607
Income tax expense	587		461		533





Net income	$	2,156	$	1,893	$	2,074

Net income available to common shareholders	$	2,061	$	1,774	$	1,976
Weighted-average number of shares outstanding:
Basic	892		916		936
Diluted	896		918		938



Earnings per common share:
Basic	$	2.31	$	1.94	$	2.11
Diluted	2.30		1.93		2.11

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME




























	Year Ended December 31
	2025		2024		2023
	(In millions)
Net income	$	2,156	$	1,893	$	2,074
Other comprehensive income (loss), net of tax:
Unrealized losses on securities transferred to held to maturity:
Unrealized losses on securities transferred from available for sale during the period (net of ($57), ($192) and zero tax effect, respectively)	(170)		(562)		—
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($26), ($5) and ($1) tax effect, respectively)	(78)		(14)		(1)
Net change in unrealized losses on securities transferred to held to maturity, net of tax	(92)		(548)		1
Unrealized gains (losses) on securities available for sale:
Unrealized losses on securities transferred to held to maturity during the period (net of $57, $192 and zero tax effect, respectively)	170		562		—
Unrealized holding gains (losses) arising during the period (net of $274, ($31) and $168 tax effect, respectively)	830		(130)		501
Less: reclassification adjustments for securities gains (losses) realized in net income (net of ($13), ($52) and ($1) respectively)	(40)		(156)		(4)
Net change in unrealized gains (losses) on securities available for sale, net of tax	1,040		588		505
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivative instruments arising during the period (net of $84, ($172) and ($43) tax effect, respectively)	245		(511)		(124)
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($61), ($106) and ($60) tax effect, respectively)	(181)		(314)		(176)
Net change in unrealized gains (losses) on derivative instruments, net of tax	426		(197)		52
Defined benefit pension plans and other post employment benefits:
Net actuarial gains (losses) arising during the period (net of ($3), $9 and ($21) tax effect, respectively)	(1)		18		(61)
Less: reclassification adjustments for amortization of actuarial loss and settlements realized in net income (net of ($7), ($8) and ($11) tax effect, respectively)	(20)		(23)		(34)
Net change from defined benefit pension plans and other post employment benefits, net of tax	19		41		(27)
Other comprehensive income (loss), net of tax	1,393		(116)		531
Comprehensive income	$	3,549	$	1,777	$	2,605

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


	Shareholders' Equity
	Preferred Stock			Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock, At Cost		Accumulated Other Comprehensive Income (Loss), Net		Total		Non- controlling Interest
	Shares	Amount		Shares	Amount
	(In millions, except per share data)
BALANCE AT JANUARY 1, 2023	2	$	1,659	934	$	10	$	11,988	$	7,004	$	(1,371)	$	(3,343)	$	15,947	$	4
Cumulative effect from change in accounting guidance									28						28
Net income	—	—		—	—		—		2,074		—		—		2,074		—
Other comprehensive income, net of tax	—	—		—	—		—		—		—		531		531		—
Cash dividends declared	—	—		—	—		—		(822)		—		—		(822)		—
Preferred stock dividends	—	—		—	—		—		(98)		—		—		(98)		—


Impact of common stock share repurchases	—	—		(16)	—		(252)		—		—		—		(252)		—
Impact of common stock transactions under compensation plans, net	—	—		6	—		21		—		—		—		21		—
Other	—	—		—	—		—		—		—		—		—		60
BALANCE AT DECEMBER 31, 2023	2	$	1,659	924	$	10	$	11,757	$	8,186	$	(1,371)	$	(2,812)	$	17,429	$	64


Cumulative effect from change in accounting guidance	—	—		—	—		—		(5)		—		—		(5)		—
Net income	—	—		—	—		—		1,893		—		—		1,893		—
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		—		(116)		(116)		—
Cash dividends declared	—	—		—	—		—		(895)		—		—		(895)		—
Preferred stock dividends	—	—		—	—		—		(104)		—		—		(104)		—
Net proceeds from issuance of Series F preferred stock	—	489		—	—		—		—		—		—		489		—
Redemption of Series B preferred stock	—	(433)		—	—		(52)		(15)		—		—		(500)		—
Impact of common stock share repurchases	—	—		(17)	(1)		(347)		—		—		—		(348)		—
Impact of common stock transactions under compensation plans, net	—	—		2	—		36		—		—		—		36		—
Other	—	—		—	—		—		—		—		—		—		(33)
BALANCE AT DECEMBER 31, 2024	2	$	1,715	909	$	9	$	11,394	$	9,060	$	(1,371)	$	(2,928)	$	17,879	$	31



Net income	—	—		—	—		—		2,156		—		—		2,156		—
Other comprehensive income, net of tax	—	—		—	—		—		—		—		1,393		1,393		—
Cash dividends declared	—	—		—	—		—		(916)		—		—		(916)		—
Preferred stock dividends	—	—		—	—		—		(91)		—		—		(91)		—

Redemption of Series D preferred stock	(1)	(346)		—	—		—		(4)		—		—		(350)		—
Impact of common stock share repurchases	—	—		(44)	—		(1,067)		—		—		—		(1,067)		—
Impact of common stock transactions under compensation plans, net	—	—		3	—		39		—		—		—		39		—
Other	—	—		—	—		—		—		—		—		—		29
BALANCE AT DECEMBER 31, 2025	1	$	1,369	868	$	9	$	10,366	$	10,205	$	(1,371)	$	(1,535)	$	19,043	$	60

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended December 31
	2025		2024		2023
	(In millions)
Operating activities:
Net income	$	2,156	$	1,893	$	2,074
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses	470		487		553
Depreciation, amortization and accretion, net	84		144		236

Securities (gains) losses, net	53		208		5

Deferred income tax expense	78		21		32
Originations and purchases of loans held for sale	(5,453)		(6,487)		(4,496)
Proceeds from sales of loans held for sale	5,566		6,297		4,440

(Gain) loss on sale of loans, net	(84)		(49)		(45)
Early extinguishment of debt	—		—		(4)

Net change in operating assets and liabilities:
Other earning assets	(87)		(199)		(109)
Interest receivable and other assets	251		(831)		194
Other liabilities	(896)		3		(659)
Other	43		111		87
Net cash from operating activities	2,181		1,598		2,308
Investing activities:
Proceeds from maturities of debt securities held to maturity	684		105		47
Proceeds from sales of debt securities available for sale	1,333		5,001		70
Proceeds from maturities of debt securities available for sale	3,289		3,225		2,930
Purchases of debt securities available for sale	(7,262)		(9,612)		(2,610)
Net (payments for) proceeds from bank-owned life insurance	5		16		(5)

Proceeds from sales of loans	755		160		485
Purchases of loans	(370)		(648)		(426)
Net change in loans	333		1,811		(1,755)
Purchases of mortgage servicing rights	(30)		(146)		(157)
Net purchases of other assets	(155)		(174)		(186)


Net cash from investing activities	(1,418)		(262)		(1,607)
Financing activities:
Net change in deposits	3,525		(185)		(3,955)
Net change in short-term borrowings	250		500		—
Proceeds from long-term borrowings	—		3,740		2,000
Payments on long-term borrowings	(1,900)		(100)		(2,000)

Cash dividends on common stock	(912)		(890)		(787)
Cash dividends on preferred stock	(91)		(104)		(98)
Net proceeds from issuance of preferred stock	—		489		—
Payment for redemption of preferred stock	(350)		(500)		—
Repurchases of common stock	(1,067)		(348)		(252)
Taxes paid related to net share settlement of equity awards	(23)		(27)		(35)

Net cash from financing activities	(568)		2,575		(5,127)
Net change in cash and cash equivalents	195		3,911		(4,426)
Cash and cash equivalents at beginning of year	10,712		6,801		11,227
Cash and cash equivalents at end of period	$	10,907	$	10,712	$	6,801

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Regions Financial Corporation (“Regions” or the “Company”) provides a full range of banking and bank-related services to individual and corporate customers through its subsidiaries and branch offices located across the South, Midwest and Texas as well as delivering specialty capabilities nationwide. Regions is subject to the regulations of certain government agencies and undergoes periodic examinations by certain of those regulatory authorities.

The accounting and reporting policies of Regions and the methods of applying those policies that materially affect the consolidated financial statements conform with GAAP and with general financial services industry practices. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet dates and revenues and expenses for the periods presented. Actual results could differ from the estimates and assumptions used in the consolidated financial statements including, but not limited to, the estimates and assumptions related to the allowance for credit losses, fair value measurements, goodwill, residential MSRs and income taxes.

Regions has evaluated all subsequent events for potential recognition and disclosure through the filing date of this Annual Report on Form 10-K.

During 2025, the Company adopted new accounting guidance related to several topics, as disclosed below in the Recent Accounting Pronouncements section. All prior period amounts impacted by guidance that required retrospective application have been revised.

Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation, except as otherwise noted. These reclassifications are immaterial and have no effect on net income, comprehensive income, total assets, total liabilities, total shareholders’ equity or cash flows as previously reported.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Regions, its subsidiaries and certain VIEs. Significant intercompany balances and transactions have been eliminated. Regions considers a voting rights entity to be a subsidiary and consolidates it if Regions has a controlling financial interest in the entity. VIEs are consolidated if Regions has the power to direct the activities of the VIE that significantly impact financial performance and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (i.e., Regions is the primary beneficiary). The determination of whether Regions is the primary beneficiary of a VIE is reassessed on an ongoing basis. Investments in companies which are not VIEs but in which Regions has more than minor influence over the operating and financial policies, are accounted for using the equity method of accounting. Investments in VIEs, where Regions is not the primary beneficiary of a VIE, are accounted for using either the proportional amortization method or the equity method of accounting. These investments are included in other assets. The maximum potential exposure to losses relative to investments in VIEs is generally limited to the sum of the outstanding balance, future funding commitments and any related loans to the entity. Loans to these entities are underwritten in substantially the same manner as are other loans and are generally secured. Refer to Note 2 for additional disclosures regarding Regions’ significant VIEs.

CASH EQUIVALENTS AND CASH FLOWS

Cash equivalents represent assets that can be converted into cash immediately. At Regions, these assets include cash and due from banks, interest-bearing deposits in other banks, and Federal funds sold and securities purchased under agreements to resell. Cash flows from loans, either originated or acquired, are classified at that time according to management’s intent to either sell or hold the loan for the foreseeable future. When management’s intent is to sell the loan, the cash flows of that loan are presented as operating cash flows. When management’s intent is to hold the loan for the foreseeable future, the cash flows of that loan are presented as investing cash flows.

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The following table summarizes supplemental cash flow information for the years ended December 31:


	2025		2024		2023
	(In millions)
Cash paid during the period for:
Interest on deposits and borrowed funds	$	2,145	$	2,219	$	1,441
Income taxes:
Federal	69		23		236
State (1)	109		41		140
Total, net	178		64		376

Non-cash transfers:


Securities transferred to held to maturity from available for sale (2)	1,772		3,763		—
Loans held for sale and loans transferred to other real estate	24		20		21
Loans transferred to loans held for sale	86		18		15
Loans held for sale transferred to loans	11		10		18
Properties transferred to held for sale	—		8		79

(1) Income taxes paid (net of refunds) to each state jurisdiction were individually immaterial.

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

SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities purchased under agreements to resell and securities sold under agreements to repurchase are treated as collateralized financing transactions. It is Regions’ policy to take possession of securities purchased under resell agreements either through direct delivery or a tri-party agreement.

DEBT SECURITIES

Management determines the appropriate accounting classification of debt securities at the time of purchase, based on intent, and periodically re-evaluates such designations. Debt securities are classified as held to maturity when the Company has the intent and ability to hold the securities to maturity. Debt securities held to maturity are presented at amortized cost. Debt securities not classified as held to maturity are classified as available for sale and may be sold prior to maturity. Debt securities available for sale are presented at estimated fair value with changes in unrealized gains and losses, net of taxes, reported as a component of accumulated other comprehensive income (loss). See the “Fair Value Measurements” section below for discussion of determining fair value.

The amortized cost basis of debt securities classified as held to maturity and available for sale is adjusted for fair value hedge accounting adjustments and the amortization of premiums and accretion of discounts to maturity, or first call date when applicable, using the effective interest method. Such amortization or accretion is included in interest income on securities. Realized gains and losses are included in net securities gains (losses). The cost of securities sold is based on the specific identification method.

For debt securities available for sale, the Company reviews its securities portfolio for impairment and determines if impairment is related to credit loss or non-credit loss. In making the assessment of whether a loss is from credit or other factors, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows is less than the amortized cost basis, a credit loss exists and an allowance is created, limited by the amount that the fair value is less than the amortized cost basis.

Subsequent activity related to the credit loss component (e.g. write-offs, recoveries) is recognized as part of the allowance for credit losses on debt securities available for sale. Securities held to maturity are evaluated under the allowance for credit losses model. For securities which have an expectation of zero nonpayment of the amortized cost basis (e.g. U.S. Treasury securities or agency securities), the expected credit loss is zero. Refer to Note 3 for further detail and information on securities.

LOANS HELD FOR SALE

Regions’ loans held for sale primarily includes commercial loans, investor real estate loans, and residential real estate mortgage loans. Loans held for sale are recorded at either estimated fair value, if the fair value option is elected, or the lower of cost or estimated fair value.

Regions has elected the fair value option for all eligible agency residential real estate mortgages originated with the intent to sell. Intent is established for these conforming residential real estate mortgage loans when Regions enters into an interest rate lock commitment. Gains and losses on these residential mortgage loans held for sale for which the fair value option has been

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elected are included in mortgage income. Management has elected the fair value option for certain commercial loans originated with the intent to sell and gains and losses on those loans are included in capital markets income.

Regions also transfers loans that were originally recorded as held for investment to held for sale when management has the intent to sell in the near term. These loans held for sale are recorded at the lower of cost or estimated fair value. The amount is then considered the new cost basis of the loan. At the time of transfer, write-downs on the loans that are credit related are recorded as charge-offs. All other write-downs and gains and losses on the sale of these loans are included in other non-interest expense or other non-interest income (dependent on the type of loan). See the “Fair Value Measurements” section below for discussion of determining estimated fair value.

LOANS

Regions' loans balance is comprised of commercial, investor real estate and consumer loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are considered loans held for investment (or portfolio loans). Loans held for investment are carried at amortized cost (the principal amount outstanding, net of premiums, discounts, unearned income and deferred loan fees and costs). Regions elected to exclude accrued interest receivable balances from the amortized cost basis. Interest receivable is included as a separate line item on the balance sheet. Interest income on all types of loans is accrued based on the contractual interest rate and the principal amount outstanding using methods that approximate the interest method, except for those loans classified as non-accrual. Premiums and discounts on purchased loans and non-refundable loan origination and commitment fees, net of direct costs of originating or acquiring loans, are deferred and recognized over the contractual or estimated lives of the related loans as an adjustment to the loans’ constant effective yield, which is included in interest income on loans. Direct financing, sales-type and leveraged leases are included within the commercial portfolio segment. See Note 4 for further detail and information on loans and Note 13 for further detail and information on leases.

Regions determines past due or delinquency status of a loan based on contractual payment terms.

Commercial and investor real estate loans are placed on non-accrual if any of the following conditions occur: 1) collection in full of contractual principal and interest is no longer reasonably assured (even if current as to payment status), 2) a partial charge-off has occurred, unless the loan has been brought current under its contractual terms (original or restructured terms) and the full originally contracted principal and interest is considered to be fully collectible, or 3) the loan is delinquent on any principal or interest for 90 days or more unless the obligation is secured by collateral having a net realizable value (estimated fair value less costs to sell) sufficient to fully discharge the obligation and the loan is in the legal process of collection. Factors considered regarding full collection include assessment of changes in borrower’s cash flow, valuation of underlying collateral, ability and willingness of guarantors to provide credit support, and other conditions. Charge-offs on commercial and investor real estate loans are primarily based on the facts and circumstances of the individual loan and occur when available information confirms the loan is not or will not be fully collectible. Factors considered in making these determinations are the borrower’s and any guarantor’s ability and willingness to pay, the status of the account in bankruptcy court (if applicable), and collateral value. Commercial and investor real estate loan relationships of $250,000 or less are subject to charge-off or charge down to estimated fair value at 180 days past due, based on collateral value. Certain equipment finance loans are subject to charge-off at 120 days past due.

Non-accrual and charge-off decisions for consumer loans are dictated by the FFIEC's Uniform Retail Credit Classification and Account Management Policy which establishes standards for the classification and treatment of consumer loans. The charge-off process drives consumer non-accrual status. If a consumer loan secured by real estate in a first lien position (residential first mortgage or home equity) becomes 180 days past due, Regions evaluates the loan for non-accrual status and potential charge-off based on collateral value. For home equity loans and lines of credit in a second lien position, the non-accrual evaluation is performed at 120 days past due and the potential charge-off evaluation is performed at 180 days past due. If a loan is secured by collateral having a net realizable value sufficient to fully discharge the obligation, then a partial write-down is not necessary and the loan remains on accrual status, provided it is in the process of legal collection. If a partial charge-off is necessary as a result of the evaluation, then the remaining balance is placed on non-accrual. Consumer loans not secured by real estate are generally charged-off at either 120 days past due for closed-end loans, 180 days past due for open-end loans other than credit cards or the end of the month in which the loan becomes 180 days past due for credit cards.

When loans are placed on non-accrual status, the accrual of interest, amortization of loan premium, accretion of loan discount and amortization/accretion of deferred net loan fees/costs are discontinued. When a commercial or investor real estate loan is placed on non-accrual status, uncollected interest accrued in the current year is reversed and charged to interest income. Uncollected interest accrued from prior years on commercial and investor real estate loans placed on non-accrual status in the current year is charged against the allowance for loan losses. When a consumer loan is placed on non-accrual status, all uncollected interest accrued is reversed and charged to interest income due to immateriality. Interest collections on commercial and investor real estate non-accrual loans are applied as principal reductions. Interest collections on consumer non-accrual loans are recorded using the cash basis, due to immateriality.

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All loans on non-accrual status may be returned to accrual status and interest accrual resumed if all of the following conditions are met: 1) the loan is brought contractually current as to both principal and interest, 2) future payments are reasonably expected to continue being received in accordance with the terms of the loan and repayment ability can be reasonably demonstrated, and 3) the loan has been performing for at least six months.

Purchased Loans

Purchased loans are recorded at their fair value at the acquisition date. Purchased loans are evaluated and classified as either PCD, which indicates that the loan has experienced more than insignificant credit deterioration since origination, or non-PCD loans. For PCD loans, the sum of the loans' purchase price and allowance for credit losses, which is determined using the same methodology as originated loans, becomes their initial amortized cost basis. For non-PCD loans, the difference between the fair value and the par value is considered the fair value mark. The non-credit discount or premium related to PCD loans and the fair value mark on non-PCD loans is accreted or amortized into interest income over the contractual life of the loan using the effective interest method. Subsequent changes in the allowance to the PCD and non-PCD loans are recognized in the provision for credit losses.

Modifications to Borrowers Experiencing Financial Difficulty

On January 1, 2023, the Company adopted new accounting guidance that eliminated the recognition and measurement guidance for TDRs while enhancing disclosure requirements for certain loan refinancings and restructurings made to borrowers experiencing financial difficulty, also referred to as modifications to troubled borrowers. Modifications to troubled borrowers are considered in the allowance the same as all other portfolio loans as described in the allowance section below. The guidance also requires disclosure of current-period gross write-offs by year of origination. Regions applied the guidance prospectively, except Regions used the modified-retrospective transition method related to the recognition and measurement of TDRs. The cumulative effect of the modified-retrospective application was a decrease in the allowance of $38 million and an increase to retained earnings of $28 million, net of taxes.

Modifications to troubled borrowers are loans where the borrower is experiencing financial difficulty at the time of modification and are undertaken in order to improve the likelihood of repayment. Modification types classified as modifications to troubled borrowers include interest rate reductions, other than insignificant term extensions, other than insignificant payment deferrals, principal forgiveness, or any combination of these. Further details are as follows:

Interest rate reductions are instances where the absolute interest rate is decreased as part of the modification. In instances where the rate index changes for variable-rate loans, Regions evaluates whether or not the absolute interest rate decreases from the original rate to the updated rate.
Term extensions are maturity extensions, many of which occur through renewals or restructurings.
Payment deferrals include modifications wherein the contractual payment term is extended. Examples of payment deferral modifications include, but are not limited to, re-agings, payment delays or holidays, lengthening of amortization terms, allowing for an interest-only payment period, and capitalizing interest payments in loan restructurings.
Regions rarely grants principal forgiveness modifications.

Modifications to troubled borrowers are subject to policies governing accrual/non-accrual evaluation consistent with all other loans of the same product types. As such, modifications to troubled borrowers may include loans remaining on non-accrual, moving to non-accrual, or continuing on accrual status, depending on the individual facts and circumstances.

ALLOWANCE

The allowance is intended to cover expected credit losses over the contractual life of loans measured at amortized cost, including unfunded commitments. Management’s measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and R&S forecasts that affect the collectability of the reported amount. For periods beyond which Regions makes or obtains such R&S forecasts, Regions reverts to historical credit loss information. Regions maintains an appropriate level of allowance that falls within an acceptable range of estimated losses, measured in accordance with GAAP. Management's determination of the appropriateness of the allowance is based on many factors, including, but not limited to, an evaluation and rating of the loan portfolio; historical loan loss experience; current economic conditions; collateral values securing loans; levels of problem loans; volume, growth, quality and composition of the loan portfolio; regulatory guidance; R&S economic forecasts; and other relevant factors. Changes in any of these factors, assumptions, or the availability of new information, could require that the allowance be adjusted in future periods, perhaps materially. Loss forecasting models are built on historical loss information and then applied to the current portfolio. Outputs from the loss forecasting models in combination with Regions' qualitative framework, and other analyses are used to inform management in its estimation of Regions' expected credit losses. Actual losses could vary, perhaps materially, from management’s estimates. The entire allowance is available to cover all charge-offs that arise from the loan portfolio.

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Regions does not estimate an allowance on interest receivable balances because the Company has non-accrual polices in place that provide for the accrual of interest to cease on a timely basis when all contractual amounts due are not expected.

Regions' allowance calculation is a significant estimate. Regions uses judgment to assess economic conditions and loss data in estimating the allowance and these estimates are subject to periodic refinement based on changes in underlying external or internal data. Therefore, assumptions and decisions driving the estimate may change as conditions change. These assumptions and estimates are detailed below.

R & S forecast period

During the two-year R&S forecast period, Regions incorporates forward-looking information by utilizing its internally developed and approved Base economic forecast. The scenario is developed by the Chief Economist and approved through a formal governance process. The Base forecast considers market forward/consensus information and is consistent with the Company's organization-wide economic outlook. When appropriate, additional scenarios, including externally created scenarios, are considered as part of the determination of the allowance.

Reversion period

Regions applies the most appropriate reversion approach for each class of financial receivables which reverts to TTC rates derived from the average of historic credit information. The length of the reversion period differs by class of financing receivable.

Historical loss period

Regions does not adjust historical loss information for existing economic conditions or expectations of future economic conditions for periods that are beyond the R&S period. Regions utilizes internal historical loss information; however, there are certain loan portfolios that also benefit from the use of external or other reference data due to identified limitations with internal historical data.

Contractual life

Regions estimates expected credit losses over the contractual life of a loan. Regions defines contractual life for non-revolving loans as contractual maturity, net of estimated prepayments and excluding expected extensions, renewals and modifications unless an extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by Regions.

Contractual life of credit card receivables

Regions estimates the life of credit card receivables based on the amount and timing of payments expected to be collected. Regions' credit card allowance estimate only considers the amount of debt outstanding at the reporting date (the current position) because undrawn balances are unconditionally cancellable. Regions classifies credit card accounts into one of three payment patterns: dormant, transacting or revolving. The dormant accounts are idle, carry no balance, and do not contribute to the allowance. The transacting account holders tend to pay the entire balance due every month and are, therefore, subject to practically no interest charges. For transactor accounts, the current position balance is expected to be paid off in one quarter. The revolving accounts tend to be subject to interest charges, and their current position balance liquidates over time. The majority of Regions' credit card portfolio balances are categorized as revolvers for the purpose of the allowance.

Collateral-dependent loans

A loan is considered to be collateral-dependent if the borrower is experiencing financial difficulty and management expects substantial repayment of the loan through the sale or operation of the collateral. Regions' collateral-dependent consumer loans are loans secured by collateral (primarily real estate) that meet the partial charge-down requirements disclosed within this section. Regions defines significant commercial and investor real estate non-accrual loans wherein repayment is expected to be substantially from the sale or operation of collateral as collateral dependent.

For any collateral-dependent loans that meet Regions' specific allowance criteria (see below), Regions will calculate the allowance based on the fair value of collateral, less estimated cost to sell (if applicable). For collateral-dependent consumer, commercial and investor real estate loans that do not meet Regions' specific allowance criteria (as described below), Regions considers the value of the collateral through the LGD component of the loss model based on collateral type.

Credit enhancements

Regions' estimate of credit losses reflects how credit enhancements, other than those that are freestanding contracts, mitigate expected credit losses on financial assets. In the event that a credit enhancement arrangement is considered to be a freestanding contract, Regions excludes the credit enhancement from the related loan when estimating expected credit losses.

Unfunded commitments and other off-balance sheet items

Regions records a liability or allowance for credit losses for the unfunded portion of a loan commitment in the event that Regions does not have the unconditional right to cancel the commitment. For an unfunded commitment to be considered

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unconditionally cancellable, Regions must be able to, at any time, with or without cause, refuse to extend credit. The liability is measured over the full contractual period for which Regions is exposed to credit risk through a current obligation to extend credit. In determining the liability, management considers the likelihood that funding will occur, and if funded, the related expected credit losses under the allowance model.

Regions' off-balance sheet unfunded commitments in the form of home equity lines, standby letters of credit, commercial letters of credit and commercial revolving products that are deemed to be conditionally cancellable will include unfunded balances within the allowance estimate. Future advances from certain unfunded commitments and other revolving products where Regions does have the unconditional right to cancel these agreements will not be included.

CALCULATION OF ALLOWANCE FOR CREDIT LOSSES

Pooled allowances

The allowance is measured on a collective (pool) basis when similar risk characteristics exist. Segmentation variables for commercial and investor real estate segments include product, loan size, collateral type, risk rating and term. Segmentation variables considered for consumer segments include product, FICO, LTV, age, etc. The allowance is estimated for most portfolios and classes using econometric models to estimate expected credit losses. In general, discounted cash flow models are not used for the purpose of estimating expected losses for the purpose of the allowance. Most of the econometric models include PD, LGD, and EAD components. Less complex estimation methods are used for smaller loan portfolios.

Specific reserves

Due to their size, complexity and individualized risk characteristics and monitoring, the allowance for significant non-accrual commercial and investor real estate loans and unfunded commitments is measured on an individual basis. Loans evaluated individually are not included in the collective evaluation. Regions generally measures the allowance for these loans based on the present value of estimated cash flows, considering all facts and circumstances specific to the borrower and market and economic conditions. The allowance measurement for collateral-dependent loans that meet the individually evaluated threshold is based on the fair value of collateral less cost to sell, if applicable.

Qualitative framework

While quantitative allowance methodologies strive to reflect all risk factors, any estimate involves assumptions and uncertainties resulting in some level of imprecision. Imprecision exists in the estimation process due to the inherent time lag between obtaining information, performing the calculation, as well as variations between estimates and actual outcomes. Regions adjusts the allowance considering quantitative and qualitative factors which may not be directly measured in the modeled calculations. Regions' qualitative framework provides for specific quantitatively supported model adjustments and general imprecision adjustments. Specific model adjustments capture highly specific issues or events that Regions believes are not adequately captured in model outcomes. General imprecision adjustments address other sources of imprecision that are not specifically identifiable or quantifiable to a particular loan portfolio and have not been captured by the model or by a specific model adjustment. Regions considers general imprecision in three dimensions; economic forecast imprecision, model imprecision, and process imprecision.

Refer to Note 5 for further discussion regarding the calculation of the allowance for credit losses.

LEASES

LESSEES

Regions' lease portfolio is primarily composed of property leases that are classified as operating leases. Property leases, which primarily include office locations and retail branches, typically have original lease terms ranging from 1 year to 20 years, some of which may also include an option to extend the lease beyond the original lease term. In some circumstances, Regions may also have an option to terminate the lease early with advance notice. Regions includes renewal and termination options within the lease term if deemed reasonably certain of exercise. As most leases do not state an implicit rate, Regions utilizes the incremental borrowing rate based on information available at the lease commencement date to determine the present value of lease payments. Leases with a term of 12 months or less are not recorded on the balance sheet. Regions continues to recognize lease payments as an expense over the lease term as appropriate.

Operating leases vary in term and, from time to time, include incentives and/or rent escalations. Examples of incentives include periods of “free” rent and leasehold improvement incentives. Regions recognizes incentives and escalations on a straight-line basis over the lease term as a reduction of or increase to rent expense, as applicable, within net occupancy expense in the consolidated statements of income. See Note 13 for additional information.

LESSORS

Regions engages in both direct financing and sales-type leasing. Regions also has a portfolio of leveraged leases. These arrangements provide equipment financing for leased assets, such as vehicles and aircraft. At the commencement date, Regions (lessor) enters into an agreement with the customer (lessee) to lease the underlying equipment for a specified lease term. The

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lease agreements may provide customers the option to terminate the lease by buying the equipment at fair market value at the time of termination or at the end of the lease term. Regions' equipment finance asset management group performs due diligence procedures on the lease residual and overall equipment values as part of the origination process. Regions performs lease residual value reviews on an ongoing basis. In order to manage the residual value risk inherent in some of its direct financing leases, Regions purchases residual value insurance from an independent third party.

Direct financing, sales-type, and leveraged leases are recorded within loans on the consolidated balance sheet. The net investment in direct financing leases is the sum of all minimum lease payments and estimated residual values, less unearned income. Lease contracts are structured with either fixed or variable lease payment terms. Variable lease payments are based on an index provided within the leasing agreement. Unearned income is recognized over the terms of the leases to produce a constant effective yield. The net investment in leveraged leases is the sum of all lease payments (less non-recourse debt payments) and estimated residual values, less unearned income. Income from leveraged leases is recognized over the term of the leases based on the unrecovered equity investment. See Note 13 for additional information.

OTHER EARNING ASSETS

Other earning assets consist of investments in Federal Reserve Bank stock, FHLB stock, marketable equity securities and other miscellaneous earning assets. Ownership of Federal Reserve Bank and FHLB stock is a requirement for all banks seeking membership into and access to the services provided by these banking systems. These shares are accounted for at amortized cost, which approximates fair value. Marketable equity securities are recorded at fair value with changes in fair value reported in net income. See Note 7 for additional information.

PREMISES, EQUIPMENT AND SOFTWARE

Premises and equipment are stated at cost, less accumulated depreciation and amortization, as applicable. Land is carried at cost. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the improvements (or the terms of the leases, if shorter). Generally, premises and leasehold improvements are depreciated or amortized over 7-40 years. Furniture and equipment are generally depreciated or amortized over 3-10 years. Software on premises is generally depreciated over 3 years (or over a longer estimated life of 5-20 years for larger software systems). Premises, equipment, and software are evaluated for impairment at least annually, or more often if events or circumstances indicate that the carrying value of the asset may not be recoverable. Maintenance and repairs are charged to non-interest expense in the consolidated statements of income. Improvements that either add functionality or extend the useful life of the asset are capitalized to the carrying value and depreciated. See Note 8 for detail of premises and equipment.

INTANGIBLE ASSETS

Intangible assets include goodwill, which is the excess of cost over the fair value of net assets of acquired businesses, and other identifiable intangible assets. Other identifiable intangible assets primarily include relationship assets, which are amortized over their expected useful lives, and agency commercial real estate licenses, which are non-amortizing.

The Company’s goodwill is tested for impairment on an annual basis in the fourth quarter, or more often if events or circumstances indicate that there may be impairment. Regions assesses the following indicators of goodwill impairment for each reporting period:

Recent operating performance,
Changes in market capitalization,
Regulatory actions and assessments,
Changes in the business climate (including legislation, legal factors and competition),
Company-specific factors (including changes in key personnel, asset impairments, and business dispositions), and
Trends in the banking industry.

Adverse changes in the economic environment, declining operations of the reporting unit, or other factors could result in a decline in the implied estimated fair value of goodwill. Accounting guidance permits the Company to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If, based on the weight of the evidence, the Company determines it is more likely than not that the fair value exceeds book value, then an impairment test is not necessary. If the Company elects to bypass the qualitative assessment, or concludes that it is more likely than not that the fair value is less than the carrying value, a goodwill impairment test is performed. The Company compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is recognized in non-interest expense in an amount equal to that excess.

For purposes of performing the qualitative assessment, Regions' evaluation may include, but is not limited to, events and circumstances since the last impairment analysis, recent operating performance including reporting unit performance, changes

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in market capitalization, regulatory actions and assessments, changes in the business climate, company-specific factors, and trends in the banking industry to determine if it is more likely than not that the fair value of a reporting unit exceeds its carrying amount.

For purposes of performing the goodwill impairment test, if applicable, Regions uses both income and market approaches to value its reporting units. The income approach, which is the primary valuation approach, consists of discounting projected long-term future cash flows, which are derived from internal forecasts and economic expectations for the respective reporting units. The significant inputs to the income approach include expected future cash flows, the long-term target equity ratios, and the discount rate. The market approaches incorporate comparable public company information, valuation multiples, and consideration of a market control premium along with data related to comparable observed purchase transactions in the financial services industry.

Other identifiable intangible assets are reviewed at least annually (usually in the fourth quarter) for events or circumstances that could impact the recoverability of the intangible asset. These events could include loss of relationships, increased competition, or adverse changes in the economy. To the extent other identifiable intangible assets are deemed unrecoverable, impairment losses are recorded in non-interest expense and reduce the carrying amount of the asset.

Refer to Note 9 for further detail and discussion of the results of the goodwill and other identifiable intangibles impairment tests.

ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS

Regions accounts for transfers of financial assets as sales when control over the transferred assets is surrendered. Control is generally considered to have been surrendered when 1) the transferred assets are legally isolated from the Company or its consolidated affiliates, even in bankruptcy or other receivership, 2) the transferee has the right to pledge or exchange the assets with no conditions that constrain the transferee and provide more than a trivial benefit to the Company, and 3) the Company does not maintain the obligation or unilateral ability to reclaim or repurchase the assets. If these sale criteria are met, the transferred assets are removed from the Company’s balance sheet and a gain or loss on sale is recognized. If not met, the transfer is recorded as a secured borrowing, and the assets remain on the Company’s balance sheet, the proceeds from the transaction are recognized as a liability, and gain or loss on sale is deferred until the sale criterion are achieved.

Residential Mortgage Banking Activities

Regions has elected to account for its residential MSRs using the fair value measurement method. Under the fair value measurement method, residential MSRs are measured at estimated fair value each period with changes in fair value recorded as a component of mortgage income. The fair value of residential MSRs is calculated using various assumptions including future cash flows, market discount rates, expected prepayment rates, servicing costs and other factors. A significant change in prepayments of residential mortgages in the servicing portfolio could result in significant valuation adjustments, thus creating potential volatility in the carrying amount of residential MSRs. The valuation method relies on an OAS to consider prepayment risk and equate the asset's discounted cash flows to its market price. Regions uses various derivative instruments, including but not limited to interest rate swaps, options, forwards and futures, to mitigate the impact of changes in the fair value of residential MSRs in the statements of income. See the “Fair Value Measurements” section below for additional discussion regarding determination of fair value, and the "Derivative Financial Instruments and Hedging Activities" section below for additional discussion regarding use of derivative instruments.

Commercial Mortgage Banking Activities

Commercial mortgage banking through the DUS lending program

Regions is a DUS lender. The DUS program provides liquidity to the multi-family housing market. Regions' DUS related commercial MSRs are recorded in other assets at the lower of cost or estimated fair value and are amortized in proportion to, and over the estimated period that net servicing income is expected to be received based on projections of the amount and timing of estimated future net cash flows, which is recorded as a component of capital markets income. The amount and timing of estimated future net cash flows are updated based on actual results and updated projections. Regions periodically evaluates these commercial MSRs for impairment. Regions has a one-third loss share guarantee associated with the majority of the DUS servicing portfolio. The other two-thirds loss share guarantee is retained by Fannie Mae. The estimated fair value of the loss share guarantee is recorded in other liabilities.

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

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Refer to Note 6 for further information on servicing of financial assets.

FORECLOSED PROPERTY AND OTHER REAL ESTATE

Other real estate and certain other assets acquired in satisfaction of indebtedness (“foreclosure”) are carried in other assets at the lower of the recorded investment in the loan or estimated fair value less estimated costs to sell the property. At the date of transfer from the loan portfolio, if the recorded investment in the loan exceeds the property’s estimated fair value less estimated costs to sell, a write-down is recorded against the allowance. Regions allows a period of up to 60 days after the date of transfer to record finalized write-downs as charge-offs against the allowance in order to properly accumulate all related invoices and updated valuation information, if necessary. Subsequent to transfer, Regions obtains valuations from professional valuation experts and/or third party appraisers on at least an annual basis. See the “Fair Value Measurements” section below for additional discussion regarding determination of fair value. Subsequent to transfer and the additional 60 days, any further write-downs are recorded as other non-interest expense. Gain or loss on the sale of foreclosed property and other real estate is included in other non-interest expense.

From time to time, assets classified as premises and equipment are transferred to held for sale for various reasons. These assets are carried in other assets at the lower of the recorded investment in the asset or estimated fair value less estimated cost to sell based upon the property’s appraised value at the date of transfer. Any adjustments to property held for sale are recorded as other non-interest expense.

OTHER ASSETS

OTHER INVESTMENT ASSETS

Regions has investments of approximately $281 million and $263 million at December 31, 2025 and 2024, respectively, that are recognized in other assets and accounted for using either the equity method of accounting or the measurement alternative to fair value for equity investments without a readily determinable fair value.

Equity method investments consist primarily of investments in SBICs and private equity funds. Under the equity method of accounting, Regions records its proportionate share of the profits or losses of the investment entity as an adjustment to the carrying value of the investment and as a component of other non-interest income. Dividends and distributions received or receivables from these investments are recorded as reductions to the carrying value of the investments. The net balances of equity method investments were approximately $217 million and $198 million at December 31, 2025 and 2024, respectively.

Equity investments that do not meet the criteria to be accounted for under the equity method and do not have a readily determinable fair value are accounted for at cost under the measurement alternative to fair value with adjustments for impairment and observable price changes as applicable. Dividends received or receivable and observable price changes from these investments are included as components of other non-interest income. These investments consist primarily of investments in strategic partners and certain CRA projects. The carrying amounts of these investments was $64 million and $65 million December 31, 2025 and 2024, respectively.

SOFTWARE IMPLEMENTATION ASSETS

When implementing new software systems, the Company may enter into license agreements to use a vendor provided software but the Company does not have the right to take possession to host on its own or with a third party. Capitalizable implementation costs associated with these cloud computing arrangements are recognized as prepaid expenses and amortized over the term of the arrangement, including extensions which are reasonably certain to be exercised using the straight-line method.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

The Company enters into derivative financial instruments to manage interest rate risk, facilitate asset/liability management strategies and manage other exposures. These instruments primarily include interest rate swaps, options on interest rate swaps, options including interest rate caps, floors and collars, forward rate contracts and forward sale commitments. All derivative financial instruments are recognized as other assets or other liabilities, as applicable, at estimated fair value. Regions enters into master netting agreements with counterparties and/or requires collateral to cover exposures. Where legally enforceable, these master netting agreements give the Company, in the event of default by the counterparty, the right to liquidate securities held as collateral and to offset receivables and payables with the same counterparty. For purposes of the consolidated balance sheets, the Company offsets derivative assets and liabilities and cash collateral held with the same counterparty where it has such a legally enforceable master netting agreement. In at least some cases, counterparties post collateral at a zero threshold regardless of credit rating. The majority of interest rate derivatives traded by Regions with dealing counterparties are subject to mandatory clearing through a central clearinghouse. The variation margin payments made for derivatives cleared through a central clearinghouse are legally characterized as settlements of the derivatives. The counterparty risk for cleared trades effectively moves from the executing broker to the clearinghouse allowing Regions to benefit from the risk mitigation controls in place at the respective clearinghouse.

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Interest rate swaps are agreements to exchange interest payments based upon notional amounts. Interest rate swaps subject Regions to market risk associated with changes in interest rates, changes in interest rate volatility, as well as the credit risk that the counterparty will fail to perform. Option contracts involve rights to buy or sell financial instruments on a specified date or over a period at a specified price. These rights do not have to be exercised. Some option contracts such as interest rate floors, involve the exchange of cash based on changes in specified indices. Interest rate floors are contracts to hedge interest rate declines based on a notional amount, generally associated with a principal balance at risk. Interest rate floors subject Regions to market risk associated with changes in interest rates, changes in interest rate volatility, as well as the credit risk that the counterparty will fail to perform. Forward rate contracts are commitments to buy or sell financial instruments at a future date at a specified price or yield. Regions primarily enters into forward rate contracts on marketable instruments, which expose Regions to market risk associated with changes in the value of the underlying financial instrument, as well as the credit risk that the counterparty will fail to perform. Forward sale commitments are sales of securities at a specified price at a future date. Forward sale commitments subject Regions to market risk associated with changes in market value, as well as the credit risk that the counterparty will fail to perform.

The Company elects to account for certain derivative financial instruments as accounting hedges which, based on the exposure being hedged, are either fair value or cash flow hedges.

Fair value hedge relationships mitigate exposure to the change in fair value of the hedged risk in an asset, liability or firm commitment. Certain fair value hedges may be entered into using the portfolio layer method, which allows the Company to hedge the interest rate risk of prepayable financial assets by designating as the hedged item a stated amount of a closed portfolio that is expected to be outstanding for the designated hedge period(s). Under the fair value hedging model, gains or losses attributable to the change in fair value of the derivative instrument, as well as the gains and losses attributable to the change in fair value of the hedged item, are recognized in interest income or interest expense in the same income statement line item with the hedged item in the period in which the change in fair value occurs. To the extent the changes in fair value of the derivative do not offset the changes in fair value of the hedged item, the difference is recognized. The corresponding adjustment to the hedged asset or liability is included in the basis of the hedged item, while the corresponding change in the fair value of the derivative instrument is recorded as an adjustment to other assets or other liabilities, as applicable.

Cash flow hedge relationships mitigate exposure to the variability of future cash flows or other forecasted transactions. For cash flow hedge relationships, the entire change in the fair value of the hedging instrument would be recorded in accumulated other comprehensive income (loss) except for amounts excluded from the assessment of hedge effectiveness. Amounts recorded in accumulated other comprehensive income (loss) are recognized in earnings in the same income statement line item where the earnings effect of the hedged item is presented in the period or periods during which the hedged item impacts earnings.

The Company formally documents all hedging relationships, as well as its risk management objective and strategy for entering into various hedge transactions. The Company performs periodic qualitative and quantitative assessments to determine whether the hedging relationship has been highly effective in offsetting changes in fair values or cash flows of hedged items and whether the relationship is expected to continue to be highly effective in the future.

If a hedge relationship is de-designated or if hedge accounting is discontinued because the hedged item no longer exists, or does not meet the definition of a firm commitment, or because it is probable that the forecasted transaction will not occur, the derivative will continue to be recorded as an other asset or other liability in the consolidated balance sheets at its estimated fair value, with changes in fair value recognized in other non-interest expense. Any asset or liability that was recorded pursuant to recognition of the firm commitment is removed from the consolidated balance sheets and recognized in other non-interest expense. Gains and losses that were unrecognized and aggregated in accumulated other comprehensive income (loss) pursuant to the hedge of a forecasted transaction are recognized immediately in other non-interest expense.

Derivative contracts for which the Company has not elected to apply hedge accounting are classified as other assets or liabilities with gains and losses related to the change in fair value recognized in capital markets income or mortgage income, as applicable, in the statements of income during the period. These positions, as well as non-derivative instruments, are used to mitigate economic and accounting volatility related to customer derivative transactions, the mortgage pipeline and the fair value of residential MSRs.

Regions enters into interest rate lock commitments, which are commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. Accordingly, such commitments are recorded at estimated fair value with changes in fair value recorded in mortgage income or capital markets income, as applicable. Regions also has corresponding forward sale commitments related to these interest rate lock commitments, which are recorded at estimated fair value with changes in fair value recorded in mortgage income or capital markets income, as applicable. See the “Fair Value Measurements” section below for additional information related to the valuation of interest rate lock commitments.

Regions enters into various derivative agreements with customers desiring protection from possible future market fluctuations. Regions manages the market risk associated with these derivative agreements. The contracts in this portfolio for

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which the Company has elected not to apply hedge accounting are marked-to-market through capital markets income and included in other assets and other liabilities.

Concurrent with the election to use fair value measurement for residential MSRs, Regions began using various derivative instruments to mitigate the impact of changes in the fair value of residential MSRs in the statements of income. This effort may involve the use of various derivative instruments, including, but not limited to, forwards, futures, swaps, options, and TBA's designed as derivative instruments. These derivatives are carried at estimated fair value, with changes in fair value reported in mortgage income.

Derivative assets and liabilities are included in other assets and liabilities as operating cash flows in the consolidated statements of cash flows.

Refer to Note 20 for further discussion and details of derivative financial instruments and hedging activities.

INCOME TAXES

The Company accounts for income taxes using the asset and liability method. Accrued income taxes and the net balance of deferred tax assets and liabilities are reported in other assets or other liabilities in the consolidated balance sheets, as appropriate. The Company reflects the expected amount of income tax to be paid or refunded during the year as current income tax expense or benefit, as applicable. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that the Company expects will apply at the time when the deferred tax assets and liabilities are expected to be realized. Deferred tax assets are also recorded for any tax attributes, such as tax credits and net operating loss carryforwards. The Company determines the realization of deferred tax assets by considering all positive and negative evidence available, and a valuation allowance is recorded for any deferred tax assets that are not more-likely-than-not to be realized. Any effect of a change in federal and state tax rates on deferred tax assets and liabilities is recognized in income tax expense, in the period that includes the enactment date.

The Company will evaluate and recognize income tax benefits related to any uncertain tax positions using the recognition and cumulative-probability measurement thresholds. If the Company does not believe that it is more likely than not that an uncertain tax position will be sustained, the Company records a liability for the uncertain tax position. If a tax benefit is more-likely-than-not of being sustained based on the technical merits, the Company utilizes the cumulative probability measurement and records an income tax benefit equivalent to the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with a taxing authority. The Company recognizes interest and penalties related to unrecognized tax benefits within current income tax expense.

The Company applies the proportional amortization method in accounting for its investments in qualified affordable housing and economic development projects. This method recognizes the amortized cost of the investment as a component of income tax expense.

The deferral method of accounting is used for investments that generate investment tax credits. Under this method, the investment tax credits are recognized as a reduction of the related asset.

Refer to Note 19 for further discussion regarding income taxes.

TREASURY STOCK AND SHARE REPURCHASES

The purchase of the Company’s common stock is recorded at cost. At the date of repurchase, shareholders' equity is reduced by the repurchase price, which includes any required excise tax payments on share repurchases. The Company is subject to a stock buyback excise tax equal to one percent of the fair market value of stock repurchased during the period less the fair market value of any stock issued during the period, including compensatory stock issuances. Treasury stock would be reduced by the cost of such stock with the excess of repurchase price over par or stated value recorded in additional paid-in capital. If the Company subsequently reissues treasury shares, treasury stock is reduced by the cost of such stock with differences recorded in additional paid-in capital or retained earnings, as applicable.

Pursuant to past practice, shares repurchased were immediately retired, and therefore were not included in treasury stock. The Company's policy related to these share repurchases is to reduce its common stock based on the par value of the shares repurchased and to reduce its additional paid-in capital for the excess of the repurchase price over the par value.

SHARE-BASED PAYMENTS

Regions sponsors stock plans which most commonly include restricted stock (i.e., unvested common stock) units and performance stock units. The Company accounts for share-based payments under the fair value recognition provisions whereby compensation cost is measured based on the estimated fair value of the award at the grant date and is recognized in the consolidated financial statements on a straight-line basis over the requisite service period for service-based awards. The fair value of restricted stock units or performance stock units is determined based on the closing price of Regions common stock on the date of grant. Historical data is also used to estimate future employee attrition, which is considered in calculating estimated

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forfeitures. Estimated forfeitures are adjusted when actual forfeitures differ from estimates, resulting in the recognition of compensation cost only for awards that vest. The effect of a change in estimated forfeitures is recognized through a cumulative catch-up adjustment that is included in salaries and employee benefits expense in the period of the change in estimate. As compensation cost is recognized, a deferred tax asset is recorded that represents an estimate of the future tax deduction from exercise or release of restrictions. At the time the share-based awards are exercised, cancelled, have expired, or restrictions are released, the Company may be required to recognize an adjustment to tax expense depending on the market price of the Company’s common stock.

See Note 16 for further discussion and details of share-based payments.

EMPLOYEE BENEFIT PLANS

Regions uses an expected long-term rate of return applied to the fair market value of assets as of the beginning of the year and the expected cash flows during the year for calculating the expected investment return on all pension plan assets. At a minimum, amortization of the net gain or loss included in accumulated other comprehensive income resulting from experience different from that assumed and from changes in assumptions is included as a component of net periodic benefit cost if, as of the beginning of the year, that net gain or loss exceeds 10 percent of the greater of the projected benefit obligation or the market value of plan assets. If amortization is required, the minimum amortization is that excess divided by the average remaining service period of participants in the plan for active associates and the estimated average remaining life expectancy of participants in the plan for inactive associates. Regions records the service cost component of net periodic pension and postretirement benefit cost in salaries and employee benefits expense. The other components of net periodic pension and postretirement benefit cost are recorded in other non-interest expense. Regions uses a third-party actuary to compute the remaining service period of active participating employees. This period reflects expected turnover, pre-retirement mortality, and other applicable employee demographics.

See Note 17 for further discussion and details of employee benefit plans.

REVENUE RECOGNITION

The Company records revenue when control of the promised products or services is transferred to the customer (or performance obligations have been met), in an amount that reflects the consideration Regions expects to be entitled to receive in exchange for those products or services. Related to contract costs, Regions expenses sales commissions and any related contract costs when incurred because the amortization period would be one year or less. Related to remaining performance obligations, Regions does not disclose the value of unsatisfied performance obligations for 1) contracts with an original expected length of one year or less and 2) contracts for which revenue is recognized at the amount to which Regions has the right to invoice for services performed.

Interest Income

Interest income is recognized using the interest method driven by nondiscretionary formulas based on written contracts, such as loan agreements or securities contracts.

Service Charges on Deposit Accounts

Service charges on deposit accounts include overdraft fees and other service charges. When a depositor presents an item for payment in excess of available funds, overdraft fees are earned when Regions, at its discretion, provides the necessary funds to complete the transaction.

Regions generates other service charges by providing depositors proper safeguard and remittance of funds as well as by providing optional services for depositors, such as check imaging or treasury management, that are performed upon the depositor’s request. Charges for the proper safeguard and remittance of funds are recognized monthly, as the customer retains funds in the account. Regions recognizes revenue for other optional services when the customer uses the selected service to execute a transaction (e.g., execute an ACH wire).

Card and ATM Fees

Card and ATM fees include the combined amounts of credit card, debit card, and ATM related revenue. The majority of the fees are card interchange where Regions earns a fee for remitting cardholder funds (or extends credit) via a third party network to merchants. Regions satisfies performance obligations for each transaction when the card is used and the funds are remitted. The network establishes interchange fees that the merchant remits to Regions for each transaction, and Regions incurs costs from the network for facilitating the interchange with the merchant. Due to its inability to establish prices and direct activities of the related processing network’s service, Regions is deemed the agent in this arrangement and records interchange revenues net of related costs. Regions also pays consideration to certain commercial card holders based on interchange fees and contractual volume. These costs are recognized as a reduction to interchange income. 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.

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Card and ATM fees also include ATM fee income generated from allowing a Regions cardholder to withdraw funds from a non-Regions ATM and from allowing a non-Regions cardholder to withdraw funds from a Regions ATM. Regions satisfies performance obligations for each transaction when the withdrawal is processed. Regions does not direct activities of the related processing network’s service and recognizes revenue on a net basis as the agent in each transaction.

Investment Management and Trust Fee Income

Investment management and trust fee income represents revenue generated from asset management services provided to individuals, businesses, and institutions. Regions has a fiduciary responsibility to the beneficiary of the trust to perform agreed upon services which can include investing the assets, periodic reporting to the beneficiaries, and providing tax information regarding the trust. In exchange for these trust and custodial services, Regions collects fee income from beneficiaries as contractually determined via fee schedules. Regions’ performance obligations to customers are primarily satisfied over time as the services are performed and provided to the customer.

Mortgage Income

Mortgage income is recognized when earned or as each transaction occurs through the origination and servicing of residential mortgage loans for long-term investors and sales of residential mortgage loans in the secondary market. Mortgage income also includes any fair value adjustments for residential mortgage loans Regions has elected to measure under the fair value option and fair value adjustments related to residential MSRs.

Capital Markets Income

Regions generates capital markets fee revenue through capital raising activities which include revenue streams such as securities underwriting and placement, loan syndication and placement, as well as foreign exchange, derivatives, merger and acquisition and other advisory services, and commercial mortgage banking activities. For those revenue streams, revenue is primarily recognized at a point in time which coincides with the satisfaction of a single performance obligation, typically the transaction closing. 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 MSRs.

Securities underwriting and placement fees involve the issuing and distribution of securities for an underwriting fee from customers. The underwriting fee is a single performance obligation which is satisfied at the time that the transaction is closed, and the amount of the fee is either a fixed or variable percentage based on the deal value which is determinable at the time of deal closing.

Regions generates revenue from affordable housing investments through the syndication of investment funds to third parties. Regions transfers the primary benefits of the investment to the customer and recognizes syndication revenue on the closing date of the transaction.

Bank-Owned Life Insurance

Bank-owned life insurance income primarily represents income earned from the appreciation of the cash surrender value of insurance contracts held and the proceeds of insurance benefits. Regions recognizes revenue each period in the amount of the appreciation of the cash surrender value of the insurance policies. Revenue from the proceeds of insurance benefits is recognized at the time a claim is confirmed.

Commercial Credit Fee Income

Commercial credit fee income includes letters of credit fees and unused commercial commitment fees. Regions recognizes revenue for letters of credit fees and unused commercial commitment fees over time.

Investment Services Fee Income

Investment services fee income represents income earned from investment advisory services. Through the use of third party carriers, Regions provides its customers with access to investment products that meet customers’ financial needs and investment objectives. Upon selection of an investment product, the customer enters into a policy with the carrier. Regions’ performance obligation is satisfied by fulfilling its responsibility to place customers in investment vehicles for which Regions earns commissions from the carrier based on agreed-upon fee percentages. In addition, Regions has a contractual relationship with a third party broker dealer to provide full service brokerage and investment advisory activities. As the principal in the arrangement, Regions recognizes the investment services commissions on a gross basis.

Securities Gains (Losses), Net

Net securities gains or losses result from Regions’ asset/liability management process. Gains or losses on the sale of securities are recognized as each sales transaction occurs with the cost of securities sold based on the specific identification method.

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Market Value Adjustments on Employee Benefit Assets

Regions holds assets for certain employee benefits, both defined and other. Those assets are recorded at estimated fair value and the market value variations are recognized each period.

Other Miscellaneous Income

Other miscellaneous income includes net revenue from affordable housing, income from SBIC investments, valuation adjustments to equity investments, commercial loan and leasing related income, fees from safe deposit boxes, check fees, and other miscellaneous income including unusual gains. Regions recognizes the related fee or gain in a manner that reflects the timing of when transactions occur or as services are provided.

PER SHARE AMOUNTS

Earnings per common share is calculated by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period, plus the effect of restricted and performance stock units, if dilutive. Refer to Note 15 for additional information.

FAIR VALUE MEASUREMENTS

Fair value guidance establishes a framework for using fair value to measure assets and liabilities and defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) as opposed to the price that would be paid to acquire the asset or received to assume the liability (an entry price). A fair value measure should reflect the assumptions that market participants would use in pricing the asset or liability, including the assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. Required disclosures include stratification of balance sheet amounts measured at fair value based on inputs the Company uses to derive fair value measurements. These strata include:

Level 1 valuations, where the valuation is based on quoted market prices for identical assets or liabilities traded in active markets (which include exchanges and over-the-counter markets with sufficient volume),
Level 2 valuations, where the valuation is based on quoted market prices for similar instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market, and
Level 3 valuations, where the valuation is generated from model-based techniques that use significant assumptions not observable in the market, but observable based on Company-specific data. These unobservable assumptions reflect the Company’s own estimates for assumptions that market participants would use in pricing the asset or liability. Valuation techniques typically include option pricing models, discounted cash flow models and similar techniques, but may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability.

ITEMS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Debt securities available for sale, certain mortgage loans held for sale, marketable equity securities, residential MSRs, commercial mortgage servicing through non-DUS agency programs, derivative assets and derivative liabilities are recorded at fair value on a recurring basis. Below is a description of valuation methodologies for these assets and liabilities.

Debt securities available for sale consist of U.S. Treasuries, MBS and federal agency securities, obligations of states and political subdivisions, and other debt securities.

U.S. Treasuries are valued based on quoted market prices of identical assets on active exchanges. Pricing received for U.S. Treasuries from third-party services is based on a market approach using dealer quotes from multiple active market makers and real-time trading systems. These valuations are Level 1 measurements.
MBS and federal agency securities are valued primarily using data from third-party pricing services for similar securities as applicable. Pricing from these third-party services is generally based on a market approach using observable inputs such as benchmark yields, reported trades, broker/dealer quotes, benchmark securities, TBA prices, issuer spreads, bids and offers, monthly payment information, and collateral performance, as applicable. These valuations are Level 2 measurements. Where such comparable data is not available, the Company develops valuations based on assumptions that are not readily observable in the market place; these valuations are Level 3 measurements.
Obligations of states and political subdivisions are generally based on data from third-party pricing services. The valuations are based on a market approach using observable inputs such as benchmark yields, relevant trade data, material event notices and new issue data. These valuations are Level 2 measurements.
Other debt securities are valued based on Level 1, 2 and 3 measurements, depending on pricing methodology selected and are valued primarily using data from third-party pricing services. Pricing from these third-party services is generally based on a market approach using observable inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids and offers, and TRACE reported trades.

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The majority of Regions' debt securities available for sale are valued using third-party pricing services. To validate pricing related to liquid investment securities, which represent the vast majority of the available for sale portfolio (e.g., MBS), Regions compares price changes received from the third-party pricing service to overall changes in market factors in order to validate the pricing received. To validate pricing received on less liquid investment securities in the available for sale portfolio, Regions receives pricing from third-party brokers-dealers on a sample of securities that are then compared to the pricing received. The pricing service uses standard observable inputs when available, for example: benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, and bids and offers, among others. For certain security types, additional inputs may be used, or some inputs may not be applicable. It is not customary for Regions to adjust the pricing received for the available for sale portfolio. In the event that prices are adjusted, Regions classifies the measurement as a Level 3 measurement.

Mortgage loans held for sale consist of residential first mortgage loans and commercial mortgages held for sale. Regions has elected to measure certain residential and commercial mortgage loans held for sale at fair value by applying the fair value option (see additional discussion under the “Fair Value Option” section in Note 21). The residential first mortgage loans held for sale are valued based on traded market prices of similar assets where available and/or discounted cash flows at market interest rates, adjusted for securitization activities that include servicing value and market conditions, a Level 2 measurement. The commercial mortgage loans held for sale are valued based on traded market prices for comparable commercial mortgage-backed securitizations, into which the loans will be placed, adjusted for movements of interest rates and credit spreads, a Level 3 measurement due to the unobservable inputs included in the credit spreads for bonds in commercial mortgage-backed securitizations.

Marketable equity securities, which primarily consist of assets held for certain employee benefits and money market funds, are valued based on quoted market prices of identical assets on active exchanges; these valuations are Level 1 measurements.

Residential mortgage servicing rights are recorded at fair value and are valued using an OAS valuation approach, a Level 3 measurement. The underlying assumptions and estimated values are corroborated at least quarterly 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.

Commercial mortgage servicing rights 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.

Derivative assets and liabilities, which primarily consist of interest rate, foreign exchange, and commodity contracts that include forwards, futures, options and swaps, are included in other assets and other liabilities (as applicable) on the consolidated balance sheets. Interest rate swaps are predominantly traded in over-the-counter markets and, as such, values are determined using widely accepted discounted cash flow models, which are Level 2 measurements. These discounted cash flow models use projections of future cash payments/receipts that are discounted at an appropriate index rate. Regions utilizes forward curves as fair value measurement inputs for the valuation of interest rate and commodity derivatives. The projected future cash flows are sourced from an assumed yield curve, which is consistent with industry standards and conventions. These valuations are adjusted for the unsecured credit risk at the reporting date, which considers collateral posted and the impact of master netting agreements. For options and futures contracts traded in over-the-counter markets, values are determined using discounted cash flow analyses and option pricing models based on market rates and volatilities, which are Level 2 measurements. Interest rate lock commitments on loans intended for sale and risk participations categorized as credit derivatives are valued using option pricing models that incorporate significant unobservable inputs, and therefore are Level 3 measurements.

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.

ITEMS MEASURED AT FAIR VALUE ON A NON-RECURRING BASIS

From time to time, certain assets may be recorded at fair value on a non-recurring basis. These non-recurring fair value adjustments typically are a result of the application of lower of cost or fair value accounting or a write-down occurring during the period. For example, if the fair value of an asset in these categories falls below its cost basis, it is considered to be at fair value at the end of the period of the adjustment. In periods where there is no adjustment, the asset is generally not considered to be at fair value. The following is a description of the valuation methodologies used for assets measured at fair value on a non-recurring basis.

Foreclosed property and other real estate is carried in other assets at the lower of the recorded investment in the loan or fair value less estimated costs to sell the property. The fair value for foreclosed property that is based on either observable transactions of similar instruments or formally committed sale prices is classified as a Level 2 measurement. If no formally committed sale price is available, Regions also obtains valuations from professional valuation experts and/or third party

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appraisers. Updated valuations are obtained on at least an annual basis. Foreclosed property exceeding established dollar thresholds is valued based on appraisals. Appraisals are performed by third-parties with appropriate professional certifications and conform to generally accepted appraisal standards as evidenced by the Uniform Standards of Professional Appraisal Practice. Regions’ policies related to appraisals conform to regulations established by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and other regulatory guidance. Professional valuations are considered Level 2 measurements because they are based largely on observable inputs. Regions has a centralized appraisal review function that is responsible for reviewing appraisals for compliance with banking regulations and guidelines as well as appraisal standards. Based on these reviews, Regions may make adjustments to the market value conclusions determined in the appraisals of real estate (either as other real estate or loans held for sale) when the appraisal review function determines that the valuation is based on inappropriate assumptions or where the conclusion is not sufficiently supported by the market data presented in the appraisal. Adjustments to the market value conclusions are discussed with the professional valuation experts and/or third-party appraisers; the magnitude of the adjustments that are not mutually agreed upon is insignificant. Adjustments, if made, must be based on sufficient information available to support an alternate opinion of market value. An estimated standard discount factor, which is updated at least annually, is applied to the appraisal amount for certain commercial and investor real estate properties when the recorded investment in the loan is transferred into foreclosed property. Internally adjusted valuations are considered Level 3 measurements as management uses assumptions that may not be observable in the market. These non-recurring fair value measurements are typically recorded on the date an updated offered quote, appraisal, or third-party valuation is received.

Equity investments without a readily determinable fair value are adjusted prospectively to estimated fair value when an observable price transaction for a same or similar investment with the same issuer occurs; these valuations are Level 3 measurements.

Loans held for sale for which the fair value option has not been elected are recorded at the lower of cost or fair value and therefore may be reported at fair value on a non-recurring basis. The fair values for commercial loans held for sale are based on Company-specific data not observable in the market. These valuations are Level 3 measurements.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating fair values of financial instruments that are not disclosed above:

Cash and cash equivalents: The carrying amounts reported in the consolidated balance sheets and statements of cash flows approximate the estimated fair values. Because these amounts generally relate to either currency or highly liquid assets, these are considered Level 1 valuations.

Debt securities held to maturity: The fair values of debt securities held to maturity are estimated in the same manner as the corresponding debt securities available for sale, which are measured at fair value on a recurring basis.

Loans (excluding sales-type, direct financing, and leveraged leases), net of unearned income and allowance for loan losses: A discounted cash flow method under the income approach is utilized to estimate the fair value of the loan portfolio. The discounted cash flow method relies upon assumptions about the amount and timing of scheduled principal and interest payments, principal prepayments, and current market rates. The loan portfolio is aggregated into categories based on loan type and credit quality. For each loan category, weighted average statistics, such as coupon rate, age, and remaining term are calculated. These are Level 3 valuations.

Other earning assets (excluding equity investments): The carrying amounts reported in the consolidated balance sheets approximate the estimated fair values. When available, the fair values of these other earning assets are estimated using quoted market prices of identical instruments traded in active markets and are considered Level 1 measurements. Other instruments utilize valuation inputs that are actively quoted and can be validated through external sources or are reported at par as required by regulatory guidelines, and are considered Level 2 valuations.

Deposits: The fair value of non-interest-bearing deposit accounts, interest-bearing checking accounts, savings accounts, money market accounts and certain other time deposit accounts is the amount payable on demand at the reporting date (i.e., the carrying amount) and are considered Level 2 valuations. Fair values for certificates of deposit are estimated by using discounted cash flow analyses, based on market spreads to benchmark rates, and are considered Level 2 valuations.

Short-term borrowings: The carrying amounts of short-term borrowings reported in the consolidated balance sheets approximate the estimated fair values, and are considered Level 2 measurements as similar instruments are traded in active markets.

Long-term borrowings: The fair values of certain long term borrowings are estimated using quoted market prices of identical instruments in non-active markets and are considered Level 2 valuations. Otherwise, valuations are based on non-binding broker quotes and are considered Level 3 valuations.

Loan commitments and letters of credit: The fair value of these instruments is reasonably estimated by the carrying value of deferred fees plus the unfunded loan commitments reserve related to the creditworthiness of the counterparty. Because the valuation inputs are not observable in the market and are considered Company specific, these are Level 3 valuations.

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See Note 21 for additional information related to fair value measurements.

RECENT ACCOUNTING PRONOUNCEMENTS

The following table provides a brief description of accounting standards adopted in 2025 and those that could have a material impact to Regions’ consolidated financial statements upon adoption in the future.


Standard	Description	Required Date of Adoption	Effect on Regions' financial statements or other significant matters
Standards Adopted (or partially adopted) in 2025
ASU 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60)	This Update requires certain joint ventures, upon formation, to use a new basis of accounting by applying most aspects of the acquisition method for business combinations. New joint ventures generally will recognize and initially measure assets and liabilities at fair value. The Update is effective for all joint ventures with a formation date on or after January 1, 2025. Early adoption is permitted.	January 1, 2025	Regions adopted this guidance as of January 1, 2025 with no material impact.
ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures	The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures.	January 1, 2025	Regions adopted this guidance on a retrospective basis with no material impact.


Standards Adopted or to be Adopted after 2025
ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative	This Update incorporates into the Codification 14 of the 27 disclosures referred by the SEC in Release No. 33‐10532, Disclosure Update and Simplification. This Update clarifies and improves the disclosure and presentation requirements of a variety of Topics in the Codification to align with the SEC's regulations.	The effective date for each amendment will be the date on which the SEC removes the related disclosure requirements from its regulations, with early adoption prohibited.	The adoption of this guidance is not likely to have a material impact. Regions will continue to evaluate through date of adoption.
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 Early adoption is permitted.	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	Regions adopted this guidance as of January 1, 2026 with no material impact.
ASU 2025-03 Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity	This ASU will require entities to consider the factors in Business Combinations (ASC 805) to identify the accounting acquirer when a VIE that is a business is legally acquired primarily through the exchange of equity interests.	January 1, 2027 Early adoption is permitted.	Regions will continue to evaluate through date of adoption.
ASU 2025-05 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets	This ASU will provide an optional practical expedient that allows entities to assume that current conditions as of the balance sheet date will not change for the asset's remaining life when developing reasonable and supportable forecasts as a part of estimating expected credit losses for current account receivable and current contract assets that arise from transactions accounted for under Topic 606, Revenue from Contracts with Customers.	January 1, 2026	Regions adopted this guidance as of January 1, 2026 with no material impact.
ASU 2025-06 Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software	This ASU will clarify and modernize the accounting for costs related to internal-use software by removing all references to project stages and clarifying the threshold entities apply to begin capitalizing costs.	January 1, 2028 Early adoption is permitted.	Regions will continue to evaluate through date of adoption.
ASU 2025-07 Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract	This ASU will refine the scope of the guidance on derivatives in Topic 815 by adding a derivative scope exception for certain contracts with underlyings that are based on the operations or activities of one of the parties to the contract. It will also clarify the applicability of Topic 606 and its interaction Topic 815 and Topic 321, Investments - Equity Securities, in the accounting for share-based noncash consideration (e.g., warrants or shares) received from a customer for the transfer of goods or services.	January 1, 2027 Early adoption is permitted.	Regions will continue to evaluate through date of adoption.

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ASU 2025-08 Financial Instruments—Credit Losses (Topic 326): Purchased Loans	ASU 2025‑08 expands the use of the gross‑up method to certain acquired non‑PCD loans classified as purchased seasoned loans. The amendment eliminates Day 1 credit loss expense for these loans by requiring recognition of an initial allowance with a corresponding gross‑up of amortized cost. It also clarifies the criteria for identifying purchased seasoned loans, including special treatment for loans acquired in a business combination. Guidance for PCD assets remains unchanged, and the amendments narrow subsequent measurement differences between purchased seasoned loans and PCD assets. The ASU is applied prospectively.	January 1, 2027 Early adoption is permitted.	Regions adopted this guidance as of January 1, 2026 with no material impact.
ASU 2025-09 Derivatives and Hedging (Topic 815): Hedge Accounting Improvements	This update is for the application of hedge accounting under ASC 815 and allows entities to apply hedge accounting to a broader set of highly effective economic hedges. The amendments expand the types of hedged risks that may be aggregated within groups of forecasted transactions, broaden hedge accounting eligibility for choose‑your‑rate debt, and extend hedge accounting to certain forecasted purchases and sales of nonfinancial assets. The ASU also accommodates reference‑rate‑reform‑related differences between loan and swap markets and removes the net written option test in specific situations. In addition, it eliminates recognition and presentation mismatches arising from certain dual hedge strategies involving foreign‑currency denominated debt.	January 1, 2027 Early adoption is permitted.	Regions will continue to evaluate through date of adoption.
ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements	This ASU is designed to improve how and when entities apply existing interim reporting disclosures and select which disclosures to provide in interim reporting periods. The amendments also establish a disclosure principle to provide clarity within interim reporting that requires entities to disclose events and changes occurring after the most recent fiscal year-end that have a material impact on the entity.	January 1, 2028 Early adoption is permitted.	Regions will continue to evaluate through date of adoption.
ASU 2025-12 Codification Improvements	This update contains guidance that reflects certain technical corrections, misapplication of guidance, clarifications, and other minor improvements to GAAP on 33 issues that affect a wide variety of topics.	January 1, 2027 Early adoption is permitted.	The adoption of this guidance is not likely to have a material impact. Regions will continue to evaluate through date of adoption.

NOTE 2. VARIABLE INTEREST ENTITIES

Regions is involved in various entities that are considered to be VIEs, as defined by authoritative accounting literature. Generally, a VIE is a corporation, partnership, trust or other legal structure that either does not have equity investors with substantive voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The following discusses the VIEs in which Regions has a significant interest.

Regions periodically invests in various limited partnerships that sponsor affordable housing projects and economic development projects, which then provide tax credits to Regions. 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. Due to the nature of the management activities of the general partner, Regions is not the primary beneficiary of these partnerships. Refer to Note 1 for additional details. Additionally, Regions has loans or letters of credit commitments with certain limited partnerships. The funded portion of the loans and letters of credit are classified as commercial and industrial loans or investor real estate loans as applicable in Note 4 .

A summary of Regions’ tax credit investments and related loans and letters of credit, representing Regions’ maximum exposure to loss as of December 31 is as follows:


	2025		2024
	(In millions)
Tax credit investments included in other assets	$	1,608	$	1,471
Unfunded tax credit commitments included in other liabilities	567		590
Loans and letters of credit commitments	643		663
Funded portion of loans and letters of credit commitments	328		336



	2025		2024		2023
	(In millions)
Tax credits and other tax benefits recognized	$	229	$	236	$	207
Tax credit amortization expense included in income tax expense	193		188		166

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NOTE 3. DEBT SECURITIES

The amortized cost, gross unrealized gains and losses, and estimated fair value of debt securities held to maturity and debt securities available for sale are as follows:


	December 31, 2025
			Recognized in OCI (1)						Not recognized in OCI
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In millions)
Debt securities held to maturity:


Mortgage-backed securities:
Residential agency	$	6,103	$	—	$	(866)	$	5,237	$	37	$	(53)	$	5,221
Commercial agency	370		—		(1)		369		—		(6)		363
	$	6,473	$	—	$	(867)	$	5,606	$	37	$	(59)	$	5,584

Debt securities available for sale:
U.S. Treasury securities	$	2,313	$	10	$	(47)	$	2,276					$	2,276
Federal agency securities	544		6		(7)		543						543
Obligations of states and political subdivisions	2		—		—		2						2
Mortgage-backed securities:
Residential agency	18,820		244		(677)		18,387						18,387

Commercial agency	5,925		34		(130)		5,829						5,829
Commercial non-agency	91		—		(9)		82						82
Corporate and other debt securities	439		5		(3)		441						441


	$	28,134	$	299	$	(873)	$	27,560					$	27,560


	December 31, 2024
			Recognized in OCI (1)						Not recognized in OCI
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In millions)
Debt securities held to maturity:


Mortgage-backed securities:
Residential agency	$	4,663	$	—	$	(743)	$	3,920	$	—	$	(186)	$	3,734
Commercial agency	507		—		—		507		—		(15)		492
	$	5,170	$	—	$	(743)	$	4,427	$	—	$	(201)	$	4,226

Debt securities available for sale:
U.S. Treasury securities	$	2,088	$	2	$	(87)	$	2,003					$	2,003
Federal agency securities	460		1		(17)		444						444
Obligations of states and political subdivisions	2		—		—		2						2
Mortgage-backed securities:
Residential agency	20,482		20		(1,557)		18,945						18,945

Commercial agency	4,389		1		(300)		4,090						4,090
Commercial non-agency	92		—		(10)		82						82
Corporate and other debt securities	670		2		(14)		658						658
	$	28,183	$	26	$	(1,985)	$	26,224					$	26,224

(1)Debt securities held to maturity gross unrealized losses recognized in OCI resulted from transfers of securities available for sale.

The Company utilizes interest rate swap agreements to manage interest rate exposure on certain of the Company's fixed-rate prepayable and non-prepayable debt securities available for sale. See Note 20 for additional information.

The Company reclassified debt securities with an amortized cost, excluding items recognized in OCI, of $1.0 billion in each of the first and second quarters of 2025, for a total of $2.0 billion from available for sale to held to maturity. The Company determined it has both the positive intent and ability to hold these debt securities to maturity. The debt securities were transferred at amortized cost, in addition to the amount of any remaining unrealized holding gain or loss reported in AOCI, and represented a non-cash transaction. OCI included net pre-tax unrealized losses of $153 million and $74 million in the first and

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second quarters, respectively, at the date of transfer and the offsetting OCI components are being amortized into net interest income over the remaining life of the related debt securities as a yield adjustment, resulting in no impact on future net income.

Debt securities with carrying values of $20.9 billion at both December 31, 2025 and 2024, respectively, were pledged to secure public funds, trust deposits and other borrowing arrangements.

The amortized cost and estimated fair value of debt securities held to maturity and debt securities available for sale at December 31, 2025, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Amortized Cost		Estimated Fair Value
	(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency	$	6,103	$	5,221
Commercial agency	370		363
	$	6,473	$	5,584
Debt securities available for sale:
Due in one year or less	$	292	$	291
Due after one year through five years	1,930		1,908
Due after five years through ten years	1,005		994
Due after ten years	71		69
Mortgage-backed securities:
Residential agency	18,820		18,387

Commercial agency	5,925		5,829
Commercial non-agency	91		82
	$	28,134	$	27,560

The following tables present gross unrealized losses and the related estimated fair value of debt securities available for sale at December 31, 2025 and 2024. All debt securities in an unrealized position are segregated between investments that have been in a continuous unrealized loss position for less than twelve months and for twelve months or more.


	December 31, 2025
	Less Than Twelve Months				Twelve Months or More				Total
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
	(In millions)







Debt securities available for sale:
U.S Treasury securities	$	203	$	(1)	$	1,197	$	(46)	$	1,400	$	(47)
Federal agency securities	—		—		57		(7)		57		(7)
Mortgage-backed securities:
Residential agency	—		—		8,498		(677)		8,498		(677)

Commercial agency	754		(3)		2,430		(127)		3,184		(130)
Commercial non-agency	—		—		82		(9)		82		(9)
Corporate and other debt securities	—		—		169		(3)		169		(3)
	$	957	$	(4)	$	12,433	$	(869)	$	13,390	$	(873)

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	December 31, 2024
	Less Than Twelve Months				Twelve Months or More				Total
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
	(In millions)








Debt securities available for sale:
U.S. Treasury securities	$	612	$	(14)	$	1,033	$	(73)	$	1,645	$	(87)
Federal agency securities	155		(3)		195		(14)		350		(17)
Mortgage-backed securities:
Residential agency	8,012		(203)		9,605		(1,354)		17,617		(1,557)

Commercial agency	1,043		(35)		2,991		(265)		4,034		(300)

Commercial non-agency	—		—		82		(10)		82		(10)
Corporate and other debt securities	59		(1)		397		(13)		456		(14)
	$	9,881	$	(256)	$	14,303	$	(1,729)	$	24,184	$	(1,985)

The number of individual debt security positions in an unrealized loss position in the tables above decreased to 1,058 at December 31, 2025 from 1,564 at December 31, 2024. The decrease in the total amount of unrealized losses was impacted by changes in market interest rates. In instances where an unrealized loss existed, there was no indication of an adverse change in credit on the underlying positions in the tables above. As it relates to these positions, management believes no individual unrealized loss represented credit impairment as of those dates. At December 31, 2025, the Company does not intend to sell, and it is not more likely than not that the Company will be required to sell, the positions before the recovery of their amortized cost bases, which may be at maturity.

The following table presents gross realized gains and gross realized losses on sales of debt securities available for sale as of December 31:



		2025		2024
	(In millions)
Gross realized gains		$	1	$	14
Gross realized losses		(54)		(222)
Securities gains (losses), net		$	(53)	$	(208)

Gross realized gains and losses on the sale of debt securities available for sale were immaterial for 2023.

The cost of debt securities sold is based on the specific identification method. As part of the Company's normal process for evaluating impairment, including credit-related impairment, impairment identified by management was immaterial for 2025, 2024 and 2023.

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NOTE 4. LOANS

LOANS

The following table presents the distribution of Regions' loan portfolio by segment and class, net of unearned income as of December 31:


	2025		2024
	(In millions)
Commercial and industrial	$	48,790	$	49,671
Commercial real estate mortgage—owner-occupied	4,845		4,841
Commercial real estate construction—owner-occupied	263		333
Total commercial	53,898		54,845
Commercial investor real estate mortgage	7,172		6,567
Commercial investor real estate construction	1,934		2,143
Total investor real estate	9,106		8,710
Residential first mortgage	19,765		20,094
Home equity lines	3,232		3,150
Home equity loans	2,324		2,390
Consumer credit card	1,519		1,445

Other consumer (1)	5,793		6,093
Total consumer	32,633		33,172
Total loans, net of unearned income (2)	$	95,637	$	96,727

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

(2)Loans are presented net of unearned income, unamortized discounts and premiums and deferred loan fees and costs of $930 million and $981 million at December 31, 2025 and December 31, 2024.

See Note 13 for details regarding Regions’ investment in sales-type, direct financing, and leveraged leases included within the commercial and industrial loan portfolio.

NOTE 5. ALLOWANCE FOR CREDIT LOSSES

ALLOWANCE FOR CREDIT LOSSES

Regions determines the appropriate level of the allowance on a quarterly basis. Refer to Note 1 for a description of the methodology.

Reflected in the 2023 allowance is the impact of the sale of $284 million of consumer loans in a portfolio of third party relationship loans in the fourth quarter of 2023. In conjunction with the sale, the Company recognized a $35 million fair value mark recorded through charge-offs resulting in a net provision benefit of $27 million and a loss on sale of $8 million.

ROLLFORWARD OF ALLOWANCE FOR CREDIT LOSSES

The following tables present analyses of the allowance for credit losses by portfolio segment for December 31, 2025, 2024 and 2023.



	2025
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, January 1, 2025	$	743	$	240	$	630	$	1,613



Provision for loan losses	248		(61)		269		456
Loan losses:
Charge-offs	(280)		(62)		(263)		(605)
Recoveries	44		3		45		92
Net loan losses	(236)		(59)		(218)		(513)
Allowance for loan losses, December 31, 2025	755		120		681		1,556


Reserve for unfunded credit commitments, January 1, 2025	91		7		18		116
Provision for (benefit from) unfunded credit losses	4		8		2		14
Reserve for unfunded credit commitments, December 31, 2025	95		15		20		130
Allowance for credit losses, December 31, 2025	$	850	$	135	$	701	$	1,686

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	2024
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, January 1, 2024	$	722	$	192	$	662	$	1,576


Provision for loan losses	222		87		186		495
Loan losses:
Charge-offs	(261)		(42)		(258)		(561)
Recoveries	60		3		40		103
Net loan losses	(201)		(39)		(218)		(458)
Allowance for loan losses, December 31, 2024	743		240		630		1,613
Reserve for unfunded credit commitments, January 1, 2024	92		13		19		124
Provision for (benefit from) unfunded credit losses	(1)		(6)		(1)		(8)
Reserve for unfunded credit commitments, December 31, 2024	91		7		18		116
Allowance for credit losses, December 31, 2024	$	834	$	247	$	648	$	1,729


	2023
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, December 31, 2022	$	665	$	121	$	678	$	1,464
Cumulative effect of accounting guidance (1)	(3)		(3)		(32)		(38)
Allowance for loan losses, January 1, 2023 (adjusted for change in accounting guidance)	$	662	$	118	$	646	$	1,426
Provision for loan losses	205		74		268		547
Loan losses:
Charge-offs	(197)		—		(293)		(490)
Recoveries	52		—		41		93
Net loan losses	(145)		—		(252)		(397)
Allowance for loan losses, December 31, 2023	722		192		662		1,576
Reserve for unfunded credit commitments, January 1, 2023	72		21		25		118
Provision for (benefit from) unfunded credit losses	20		(8)		(6)		6
Reserve for unfunded credit commitments, December 31, 2023	92		13		19		124
Allowance for credit losses, December 31, 2023	$	814	$	205	$	681	$	1,700

(1) See Note 1 for additional information.

PORTFOLIO SEGMENT RISK FACTORS

Regions' portfolio segments are commercial, investor real estate, and consumer. Classes within each segment present unique credit risks. The following describe the risk characteristics relevant to each of the portfolio segments.

Commercial—The commercial portfolio segment includes commercial and industrial loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases or other expansion projects. Commercial also includes owner-occupied commercial real estate mortgage loans to operating businesses, which are loans for long-term financing on land and buildings, and are repaid by cash flow generated by business operations. Owner-occupied commercial real estate construction loans are made to commercial businesses for the development of land or construction of a building where the repayment is derived from revenues generated from the business of the borrower. Collection risk in this portfolio is driven by the creditworthiness of underlying borrowers, particularly cash flow from customers’ business operations, and is impacted by sensitivity to several other factors, such as market fluctuations in commodity prices.

Investor Real Estate—Loans for real estate development are repaid through cash flow related to the operation, sale or refinance of the property. This portfolio segment includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of real estate or income generated from the real estate collateral. A portion of Regions’ investor real estate portfolio segment consists of loans secured by residential product types (land, single-family and condominium loans) within Regions’ markets. Additionally, this category includes loans made to finance income-producing properties such as apartment buildings, office and industrial buildings, and retail shopping centers. Loans in this portfolio segment are particularly sensitive to the valuation of real estate.

Consumer—The consumer portfolio segment includes residential first mortgage, home equity lines, home equity loans, consumer credit card and other consumer loans. Residential first mortgage loans represent loans to consumers to finance a residence. These loans are typically financed over a 15 to 30 year term and, in most cases, are extended to borrowers to finance

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their primary residence. Home equity lending includes both home equity loans and lines of credit. This type of lending, which is secured by a first or second mortgage on the borrower’s residence, allows customers to borrow against the equity in their home. Real estate market values as of the time the loan or line is secured directly affect the amount of credit extended and, in addition, changes in these values impact the depth of potential losses. Consumer credit card lending includes Regions branded consumer credit card accounts. Other consumer loans include other revolving consumer accounts, indirect and direct consumer loans, and overdrafts. Loans in this portfolio segment are sensitive to unemployment, inflation, and other key consumer economic measures.

CREDIT QUALITY INDICATORS

The commercial and investor real estate portfolio segments' primary credit quality indicator is internal risk ratings which are detailed by categories related to underlying credit quality and PD. Regions assigns these risk ratings at loan origination and reviews the relationship utilizing a risk-based approach on, at minimum, an annual basis or at any time management becomes aware of information affecting the borrowers' ability to fulfill their obligations. Both quantitative and qualitative factors are considered in this review process. These categories are utilized to develop the associated allowance for credit losses.

Pass—includes obligations where the PD is considered low;
Special Mention—includes obligations that have potential weakness that may, if not reversed or corrected, weaken the credit or inadequately protect the Company’s position at some future date. Obligations in this category may also be subject to economic or market conditions that may, in the future, have an adverse effect on debt service ability;
Substandard Accrual—includes obligations that exhibit a well-defined weakness that presently jeopardizes debt repayment, even though they are currently performing. These obligations are characterized by the distinct possibility that the Company may incur a loss in the future if these weaknesses are not corrected;
Non-accrual—includes obligations where management has determined that full payment of principal and interest is in doubt.

Substandard accrual and non-accrual loans are often collectively referred to as “classified.” Special mention, substandard accrual, and non-accrual loans are often collectively referred to as “criticized and classified.”

Regions' consumer portfolio segment has various classes that present unique credit risks. Regions considers factors such as periodic updates of FICO scores, accrual status, days past due status, unemployment rates, home prices, and geography as credit quality indicators for the consumer loan portfolio. FICO scores are obtained at origination as part of Regions' formal underwriting process. Refreshed FICO scores are obtained by the Company quarterly for most consumer loans, including residential first mortgage loans. Current FICO data is not available for certain loans in the portfolio for various reasons; for example, if customers do not use sufficient credit, an updated score may not be available. These categories are utilized to develop the associated allowance for credit losses. The higher the FICO score the less PD and vice versa.

The following tables present applicable credit quality indicators for the loan portfolio segments and classes, excluding loans held for sale and gross charge-offs, by vintage year as of December 31, 2025 and 2024. Regions defines the vintage date for the purposes of disclosure as the date of the most recent credit decision. In general, renewals that are categorized as new credit decisions reflect the renewal date as the vintage date. Classes in the commercial and investor real estate portfolio segments are disclosed by risk rating. Classes in the consumer portfolio segment are disclosed by current FICO scores.


	December 31, 2025
Term Loans													Revolving Loans			Revolving Loans Converted to Amortizing			Other (1)			Total

2025	2024		2023		2022		2021		Prior
(In millions)
Commercial and industrial:
Risk rating:
Pass	$	9,993	$	5,700	$	2,683	$	3,593	$	1,866	$	3,540		$	19,167		$	—		$	254		$	46,796
Special Mention	70		29		107		133		40		9			190			—			—			578
Substandard Accrual	159		30		184		137		5		13			414			—			—			942
Non-accrual	49		88		118		36		17		27			139			—			—			474
Total commercial and industrial	$	10,271	$	5,847	$	3,092	$	3,899	$	1,928	$	3,589		$	19,910		$	—		$	254		$	48,790

Commercial real estate mortgage—owner-occupied:
Risk rating:
Pass	$	756	$	706	$	589	$	735	$	662	$	1,000		$	112		$	—		$	(5)		$	4,555
Special Mention	4		18		7		28		29		18			1			—			—			105
Substandard Accrual	39		13		14		15		30		27			2			—			—			140
Non-accrual	1		4		2		10		12		16			—			—			—			45
Total commercial real estate mortgage—owner-occupied:	$	800	$	741	$	612	$	788	$	733	$	1,061		$	115		$	—		$	(5)		$	4,845

Table of Contents


	December 31, 2025
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total

	2025		2024		2023		2022		2021		Prior		Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total
	(In millions)

Commercial real estate construction—owner-occupied:
Risk rating:
Pass	$	75	$	24	$	29	$	29	$	23	$	45	$	14	$	—	$	—	$	239
Special Mention	—		7		—		7		—		2		—		—		—		16
Substandard Accrual	6		—		—		—		—		—		—		—		—		6
Non-accrual	—		1		—		—		—		1		—		—		—		2
Total commercial real estate construction—owner-occupied:	$	81	$	32	$	29	$	36	$	23	$	48	$	14	$	—	$	—	$	263

Total commercial	$	11,152	$	6,620	$	3,733	$	4,723	$	2,684	$	4,698	$	20,039	$	—	$	249	$	53,898

Commercial investor real estate mortgage:
Risk rating:
Pass	$	2,802	$	806	$	637	$	960	$	309	$	180	$	531	$	—	$	(6)	$	6,219
Special Mention	144		—		59		135		1		1		—		—		—		340
Substandard Accrual	251		—		22		109		93		—		17		—		—		492
Non-accrual	—		49		—		27		—		4		41		—		—		121
Total commercial investor real estate mortgage	$	3,197	$	855	$	718	$	1,231	$	403	$	185	$	589	$	—	$	(6)	$	7,172

Commercial investor real estate construction:
Risk rating:
Pass	$	321	$	446	$	276	$	162	$	—	$	1	$	660	$	—	$	(13)	$	1,853
Special Mention	2		4		—		—		—		—		18		—		—		24
Substandard Accrual	—		—		—		42		—		—		15		—		—		57
Non-accrual	—		—		—		—		—		—		—		—		—		—
Total commercial investor real estate construction	$	323	$	450	$	276	$	204	$	—	$	1	$	693	$	—	$	(13)	$	1,934

Total investor real estate	$	3,520	$	1,305	$	994	$	1,435	$	403	$	186	$	1,282	$	—	$	(19)	$	9,106

Residential first mortgage:
FICO scores:
Above 720	$	1,270	$	1,161	$	1,734	$	2,507	$	3,690	$	5,934	$	—	$	—	$	—	$	16,296
681-720	94		85		147		203		243		469		—		—		—		1,241
620-680	44		47		74		122		149		359		—		—		—		795
Below 620	13		46		104		164		163		545		—		—		—		1,035
Data not available	49		26		15		13		33		92		2		—		168		398
Total residential first mortgage	$	1,470	$	1,365	$	2,074	$	3,009	$	4,278	$	7,399	$	2	$	—	$	168	$	19,765


Home equity lines:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	—	$	2,443	$	61	—		$	2,504
681-720	—		—		—		—		—		—		346		14		—		360
620-680	—		—		—		—		—		—		198		12		—		210
Below 620	—		—		—		—		—		—		117		9		—		126
Data not available	—		—		—		—		—		—		—		—		32		32
Total home equity lines	$	—	$	—	$	—	$	—	$	—	$	—	$	3,104	$	96	$	32	$	3,232

Home equity loans:
FICO scores:
Above 720	$	326	$	254	$	204	$	255	$	272	$	488	$	—	$	—	$	—	$	1,799
681-720	53		46		32		39		31		57		—		—		—		258
620-680	19		22		18		21		21		50		—		—		—		151
Below 620	3		9		14		16		16		43		—		—		—		101
Data not available	—		—		—		—		—		—		—		—		15		15
Total home equity loans	$	401	$	331	$	268	$	331	$	340	$	638	$	—	$	—	$	15	$	2,324

Table of Contents


	December 31, 2025
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total

	2025		2024		2023		2022		2021		Prior		Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total
	(In millions)
Consumer credit card:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	—	$	874	$	—	$	—	$	874
681-720	—		—		—		—		—		—		286		—		—		286
620-680	—		—		—		—		—		—		246		—		—		246
Below 620	—		—		—		—		—		—		125		—		—		125
Data not available	—		—		—		—		—		—		6		—		(18)		(12)
Total consumer credit card	$	—	$	—	$	—	$	—	$	—	$	—	$	1,537	$	—	$	(18)	$	1,519










Other consumer(2):
FICO scores:
Above 720	$	717	$	611	$	802	$	1,133	$	340	$	346	$	113	$	—	$	—	$	4,062
681-720	123		103		133		210		66		57		62		—		—		754
620-680	65		61		79		152		50		40		49		—		—		496
Below 620	16		27		46		104		33		26		31		—		—		283
Data not available	112		2		4		11		6		138		—		—		(75)		198
Total other consumer	$	1,033	$	804	$	1,064	$	1,610	$	495	$	607	$	255	$	—	$	(75)	$	5,793

Total consumer loans	$	2,904	$	2,500	$	3,406	$	4,950	$	5,113	$	8,644	$	4,898	$	96	$	122	$	32,633

Total Loans	$	17,576	$	10,425	$	8,133	$	11,108	$	8,200	$	13,528	$	26,219	$	96	$	352	$	95,637



	December 31, 2024
Term Loans													Revolving Loans			Revolving Loans Converted to Amortizing			Other (1)			Total

2024	2023		2022		2021		2020		Prior
(In millions)
Commercial and industrial:
Risk rating:
Pass	$	8,285	$	4,798	$	6,295	$	3,284	$	1,526	$	3,446		$	19,165		$	—		$	114		$	46,913
Special Mention	59		309		173		61		3		41			460			—			—			1,106
Substandard Accrual	81		179		255		79		32		84			534			—			—			1,244
Non-accrual	48		90		124		37		5		6			98			—			—			408
Total commercial and industrial	$	8,473	$	5,376	$	6,847	$	3,461	$	1,566	$	3,577		$	20,257		$	—		$	114		$	49,671

Commercial real estate mortgage—owner-occupied:
Risk rating:
Pass	$	794	$	695	$	796	$	785	$	522	$	808		$	87		$	—		$	(5)		$	4,482
Special Mention	5		21		57		33		9		57			2			—			—			184
Substandard Accrual	4		6		37		40		15		33			3			—			—			138
Non-accrual	2		2		5		14		4		9			1			—			—			37
Total commercial real estate mortgage—owner-occupied:	$	805	$	724	$	895	$	872	$	550	$	907		$	93		$	—		$	(5)		$	4,841

Commercial real estate construction—owner-occupied:
Risk rating:
Pass	$	131	$	54	$	38	$	30	$	20	$	37		$	7		$	—		$	—		$	317
Special Mention	—		6		1		—		—		—			—			—			—			7
Substandard Accrual	—		—		3		—		1		—			—			—			—			4
Non-accrual	—		—		—		—		1		4			—			—			—			5
Total commercial real estate construction—owner-occupied:	$	131	$	60	$	42	$	30	$	22	$	41		$	7		$	—		$	—		$	333

Total commercial	$	9,409	$	6,160	$	7,784	$	4,363	$	2,138	$	4,525		$	20,357		$	—		$	109		$	54,845

Table of Contents



	December 31, 2024
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total

	2024		2023		2022		2021		2020		Prior		Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total
Commercial investor real estate mortgage:
Risk rating:
Pass	$	1,598	$	464	$	1,753	$	747	$	322	$	125	$	314	$	—	$	(2)	$	5,321
Special Mention	173		12		209		30		11		1		4		—		—		440
Substandard Accrual	76		—		131		39		28		2		107		—		—		383
Non-accrual	167		93		113		—		—		50		—		—		—		423
Total commercial investor real estate mortgage	$	2,014	$	569	$	2,206	$	816	$	361	$	178	$	425	$	—	$	(2)	$	6,567

Commercial investor real estate construction:
Risk rating:
Pass	$	300	$	380	$	443	$	—	$	—	$	2	$	694	$	—	$	(13)	$	1,806
Special Mention	—		32		218		—		—		—		76		—		—		326
Substandard Accrual	—		—		—		—		—		—		11		—		—		11
Non-accrual	—		—		—		—		—		—		—		—		—		—
Total commercial investor real estate construction	$	300	$	412	$	661	$	—	$	—	$	2	$	781	$	—	$	(13)	$	2,143
Total investor real estate	$	2,314	$	981	$	2,867	$	816	$	361	$	180	$	1,206	$	—	$	(15)	$	8,710

Residential first mortgage:
FICO scores:
Above 720	$	1,111	$	1,967	$	2,742	$	4,055	$	4,004	$	2,730	$	—	$	—	$	—	$	16,609
681-720	107		185		253		289		222		305		—		—		—		1,361
620-680	56		87		141		136		99		283		—		—		—		802
Below 620	15		73		138		150		100		419		—		—		—		895
Data not available	29		31		16		41		46		90		2		—		172		427
Total residential first mortgage	$	1,318	$	2,343	$	3,290	$	4,671	$	4,471	$	3,827	$	2	$	—	$	172	$	20,094

Home equity lines:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	—	$	2,341	$	48	$	—	$	2,389
681-720	—		—		—		—		—		—		339		12		—		351
620-680	—		—		—		—		—		—		176		11		—		187
Below 620	—		—		—		—		—		—		96		7		—		103
Data not available	—		—		—		—		—		—		81		5		34		120
Total home equity lines	$	—	$	—	$	—	$	—	$	—	$	—	$	3,033	$	83	$	34	$	3,150

Home equity loans:
FICO scores:
Above 720	$	328	$	263	$	308	$	329	$	163	$	472	$	—	$	—	$	—	$	1,863
681-720	51		40		49		39		16		56		—		—		—		251
620-680	18		19		23		21		9		48		—		—		—		138
Below 620	3		7		14		13		5		37		—		—		—		79
Data not available	1		1		4		7		4		26		—		—		16		59
Total home equity loans	$	401	$	330	$	398	$	409	$	197	$	639	$	—	$	—	$	16	$	2,390

Consumer credit card:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	—	$	847	$	—	$	—	$	847
681-720	—		—		—		—		—		—		270				—		270
620-680	—		—		—		—		—		—		224		—		—		224
Below 620	—		—		—		—		—		—		108		—		—		108
Data not available	—		—		—		—		—		—		18		—		(22)		(4)
Total consumer credit card	$	—	$	—	$	—	$	—	$	—	$	—	$	1,467	$	—	$	(22)	$	1,445

Table of Contents



	December 31, 2024
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total

	2024		2023		2022		2021		2020		Prior		Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total
Other consumer(2):
FICO scores:
Above 720	$	898	$	1,016	$	1,337	$	417	$	232	$	213	$	117	$	—	$	—	$	4,230
681-720	160		191		275		97		49		40		62		—		—		874
620-680	82		111		191		64		31		25		50		—		—		554
Below 620	16		47		117		43		19		17		31		—		—		290
Data not available	71		4		10		6		5		155		2		—		(108)		145
Total other consumer	$	1,227	$	1,369	$	1,930	$	627	$	336	$	450	$	262	$	—	$	(108)	$	6,093

Total consumer loans	$	2,946	$	4,042	$	5,618	$	5,707	$	5,004	$	4,916	$	4,764	$	83	$	92	$	33,172

Total Loans	$	14,669	$	11,183	$	16,269	$	10,886	$	7,503	$	9,621	$	26,327	$	83	$	186	$	96,727

(1)Other consists of amounts that are not accounted for at the loan level.

(2)Other consumer class includes overdrafts which are included in the current vintage year. Starting in 2025, other consumer loans also includes exit portfolios, which were previously presented separately. The portfolio consists primarily of indirect auto loans, and presentation of prior periods has been conformed accordingly.

The following tables present gross charge-offs by vintage year for the years ended December 31, 2025 and 2024.


	2025
Term Loans													Revolving Loans			Total
2025	2024		2023		2022		2021		Prior
(In millions)
Commercial and industrial	$	4	$	33	$	44	$	56	$	35	$	2		$	102		$	276
Commercial real estate mortgage—owner-occupied	—		—		1		—		1		2			—			4

Total commercial	4		33		45		56		36		4			102			280
Commercial investor real estate mortgage	3		23		23		7		—		5			1			62

Total investor real estate	3		23		23		7		—		5			1			62
Residential first mortgage	—		—		—		2		—		—			—			2
Home equity lines	—		—		—		—		—		—			1			1
Home equity loans	—		—		—		—		—		1			—			1
Consumer credit card	—		—		—		—		—		—			67			67

Other consumer(1)	53		24		26		44		15		18			12			192
Total consumer	53		24		26		46		15		19			80			263
Total gross charge-offs	$	60	$	80	$	94	$	109	$	51	$	28		$	183		$	605


	2024
Term Loans													Revolving Loans			Total
2024	2023		2022		2021		2020		Prior
(In millions)
Commercial and industrial	$	12	$	59	$	82	$	15	$	8	$	11		$	70		$	257
Commercial real estate mortgage—owner-occupied	—		—		—		3		—		1			—			4

Total commercial	12		59		82		18		8		12			70			261
Commercial investor real estate mortgage	25		—		6		5		—		6			—			42

Total investor real estate	25		—		6		5		—		6			—			42
Residential first mortgage	—		—		—		—		—		2			—			2
Home equity lines	—		—		—		—		—		—			3			3

Consumer credit card	—		—		—		—		—		—			63			63

Other consumer(1)	42		39		57		19		9		14			10			190
Total consumer	42		39		57		19		9		16			76			258
Total gross charge-offs	$	79	$	98	$	145	$	42	$	17	$	34		$	146		$	561

(1)Other consumer class includes overdraft gross charge-offs. The majority of overdraft gross charge-offs for the years ended December 31, 2025 and 2024 are included in the current vintage year. Starting in 2025, other consumer loans also includes exit portfolios, which were previously presented separately. The portfolio consists primarily of indirect auto loans, and presentation of prior periods has been conformed accordingly.

Table of Contents

AGING AND NON-ACCRUAL ANALYSIS

The following tables include an aging analysis of DPD and loans on non-accrual status for each portfolio segment and class as of December 31, 2025 and 2024. Loans on non-accrual status with no related allowance totaled $109 million at December 31, 2025 and were comprised of commercial loans. Loans on non-accrual status with no related allowance totaled $119 million at December 31, 2024 and were comprised of commercial and investor real estate loans. Non–accrual loans with no related allowance typically include loans where the underlying collateral is deemed sufficient to recover all remaining principal. Loans that have been fully charged-off do not appear in the tables below.


	2025
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	39	$	16	$	6	$	61	$	48,316	$	474	$	48,790
Commercial real estate mortgage—owner-occupied	4		2		—		6		4,800		45		4,845
Commercial real estate construction—owner-occupied	—		—		—		—		261		2		263
Total commercial	43		18		6		67		53,377		521		53,898
Commercial investor real estate mortgage	—		—		—		—		7,051		121		7,172
Commercial investor real estate construction	—		—		—		—		1,934		—		1,934
Total investor real estate	—		—		—		—		8,985		121		9,106
Residential first mortgage	128		82		184		394		19,740		25		19,765
Home equity lines	19		6		15		40		3,208		24		3,232
Home equity loans	11		4		8		23		2,317		7		2,324
Consumer credit card	12		10		22		44		1,519		—		1,519

Other consumer(1)	51		24		24		99		5,793		—		5,793
Total consumer	221		126		253		600		32,577		56		32,633
	$	264	$	144	$	259	$	667	$	94,939	$	698	$	95,637


	2024
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	51	$	18	$	7	$	76	$	49,263	$	408	$	49,671
Commercial real estate mortgage—owner-occupied	4		1		1		6		4,804		37		4,841
Commercial real estate construction—owner-occupied	—		—		—		—		328		5		333
Total commercial	55		19		8		82		54,395		450		54,845
Commercial investor real estate mortgage	—		—		—		—		6,144		423		6,567
Commercial investor real estate construction	—		—		—		—		2,143		—		2,143
Total investor real estate	—		—		—		—		8,287		423		8,710
Residential first mortgage	139		78		143		360		20,071		23		20,094
Home equity lines	15		9		16		40		3,124		26		3,150
Home equity loans	11		6		7		24		2,384		6		2,390
Consumer credit card	11		9		20		40		1,445		—		1,445

Other consumer(1)	51		26		27		104		6,093		—		6,093
Total consumer	227		128		213		568		33,117		55		33,172
	$	282	$	147	$	221	$	650	$	95,799	$	928	$	96,727

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

At December 31, 2025 and 2024, the Company had collateral-dependent commercial loans of $337 million and $264 million, respectively. At December 31, 2025 and 2024, the Company had collateral-dependent investor real estate loans of $121 million and $323 million, respectively. The collateral for commercial and investor real estate loans generally consists of all business assets including real estate, receivables and equipment. At December 31, 2025 and 2024, the Company had collateral-dependent residential mortgage and home equity loans and lines totaling $127 million and $115 million, respectively. The collateral for these loans are secured by residential real estate. Refer to Note 1 for additional details for the criteria of collateral-dependent loans.

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MODIFICATIONS TO BORROWERS EXPERIENCING FINANCIAL DIFFICULTY

For each portfolio segment and class, the following tables present the end of period balances of new modifications to troubled borrowers and the related percentage of the loan portfolio period-end balance by the type of modification in the years ended December 31, 2025 and 2024.



	2025
	Term Extension				Payment Deferral					Term Extension and Interest Rate Modification					Term Extension and Payment Deferral	Other							Total
	$		%(1)			$		%(1)			$		%(1)				$		%(1)		$		%(1)		$		%(1)
	(Dollars in millions)
Commercial and industrial	$	127	0.26	%		$	—	—	%		$	1	—	%			$	18	0.04	%	$	16	0.03	%	$	162	0.33	%
Commercial real estate mortgage—owner-occupied	2		0.04	%		—		—	%		—		—	%			—		—	%	—		—	%	2		0.04	%

Total commercial	129		0.24	%		—		—	%		1		—	%			18		0.03	%	16		0.03	%	164		0.30	%
Commercial investor real estate mortgage	100		1.40	%		—		—	%		—		—	%			—		—	%	—		—	%	100		1.40	%

Total investor real estate	100		1.10	%		—		—	%		—		—	%			—		—	%	—		—	%	100		1.10	%
Residential first mortgage	191		0.97	%		3		0.01	%		19		0.09	%			—		—	%	1		—	%	214		1.08	%
Home equity lines	1		0.02	%		—		—	%		5		0.17	%			—		—	%	—		—	%	6		0.19	%
Home equity loans	4		0.19	%		—		—	%		6		0.27	%			—		—	%	—		—	%	10		0.46	%



Total consumer	196		0.60	%		3		0.01	%		30		0.09	%			—		—	%	1		—	%	230		0.71	%
Total	$	425	0.44	%		$	3	—	%		$	31	0.03	%			$	18	0.02	%	$	17	0.02	%	$	494	0.52	%


	2024
	Interest Rate Reduction				Term Extension				Payment Deferral					Term Extension and Interest Rate Reduction					Other	Total
	$		%(1)		$		%(1)			$		%(1)			$		%(1)			$		%(1)		$		%(1)
	(Dollars in millions)
Commercial and industrial	$	—	—	%	$	46	0.09	%		$	—	—	%		$	1	—	%		$	3	0.01	%	$	50	0.10	%
Commercial real estate mortgage—owner-occupied	—		—	%	3		0.05	%		—		—	%		—		—	%		—		—	%	3		0.05	%

Total commercial	—		—	%	49		0.09	%		—		—	%		1		—	%		3		0.01	%	53		0.10	%
Commercial investor real estate mortgage	34		0.52	%	111		1.69	%		—		—	%		—		—	%		27		0.42	%	172		2.62	%

Total investor real estate	34		0.39	%	111		1.28	%		—		—	%		—		—	%		27		0.31	%	172		1.98	%
Residential first mortgage	—		—	%	156		0.78	%		2		0.01	%		6		0.03	%		—		—	%	164		0.82	%
Home equity lines	—		—	%	1		0.02	%		—		—	%		9		0.29	%		—		—	%	10		0.30	%
Home equity loans	—		—	%	4		0.17	%		—		—	%		8		0.34	%		—		—	%	12		0.51	%



Total consumer	—		—	%	161		0.49	%		2		0.01	%		23		0.07	%		—		—	%	186		0.56	%
	$	34	0.04	%	$	321	0.33	%		$	2	—	%		$	24	0.02	%		$	30	0.03	%	$	411	0.43	%

(1) Amounts calculated based upon whole dollar values.

The end of period balance of unfunded commitments related to modifications to troubled borrowers was $124 million and $71 million at December 31, 2025 and December 31, 2024, respectively.

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The following tables present the financial impact of modifications to troubled borrowers during the years ended December 31, 2025 and 2024 by class of financing receivable and the type of modification. The tables include new modifications to troubled borrowers, as well as renewals of existing modifications to troubled borrowers.



	2025 (1)
		Term Extension	Payment Deferral	Term Extension and Interest Rate Modification			Term Extension and Payment Deferral
		Weighted-Average Term Extension	Weighted-Average Payment Deferral	Weighted-Average Term Extension	Weighted-Average Reduction in Interest Rate		Weighted-Average Term Extension	Weighted-Average Payment Deferral
	(In years, except for percentage data)
Commercial and industrial		0.75	—	3	2	%	1	0.67
Commercial real estate mortgage—owner-occupied		2.17	—	—	—		—	—

Commercial investor real estate mortgage		0.67	—	—	—		—	—

Residential first mortgage		7	0.67	4	1	%	—	—
Home equity lines		29	—	24	1	%	—	—
Home equity loans		13	—	21	3	%	—	—

(1) During the year ended December 31, 2025, the Company had other modification types in commercial and industrial and residential first mortgage loans which had an immaterial financial effect.


	2024 (1)
	Interest Rate Reduction	Term Extension	Payment Deferral	Term Extension and Interest Rate Reduction
	Weighted-Average Reduction in Interest Rate	Weighted-Average Term Extension	Weighted-Average Payment Deferral	Weighted-Average Term Extension	Weighted-Average Reduction in Interest Rate
	(In years, except for percentage data)
Commercial and industrial	—	1.92	—	2.08	1	%
Commercial real estate mortgage—owner-occupied	—	3.58	—	—	—

Commercial investor real estate mortgage	less than 1%	0.83	—	—	—

Residential first mortgage	—	7	0.67	5	less than 1%
Home equity lines	—	—	—	23	2	%
Home equity loans	—	14	—	24	3	%

(1) During the year ended December 31, 2024, the Company had other modification types in commercial and industrial and commercial investor real estate mortgage which had an immaterial financial effect.

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The following tables include the end of period balances of aging and non-accrual performance for modifications to troubled borrowers modified in the previous twelve-month period by portfolio segment and class as of December 31, 2025 and 2024.



	2025
	Current		30-89 DPD		90+ DPD		Non-Performing Loans		Total
	(In millions)
Commercial and industrial	$	85	$	1	$	—	$	76	$	162
Commercial real estate mortgage—owner-occupied	2		—		—		—		2

Total commercial	87		1		—		76		164
Commercial investor real estate mortgage	74		—		—		26		100

Total investor real estate	74		—		—		26		100
Residential first mortgage	137		41		29		7		214
Home equity lines	5		—		—		1		6
Home equity loans	8		—		—		2		10



Total consumer	150		41		29		10		230
	$	311	$	42	$	29	$	112	$	494



	2024
	Current		30-89 DPD		90+ DPD		Non-Performing Loans		Total
	(In millions)
Commercial and industrial	$	34	$	—	$	—	$	16	$	50
Commercial real estate mortgage—owner-occupied	2		—		—		1		3

Total commercial	36		—		—		17		53
Commercial investor real estate mortgage	66		—		—		106		172

Total investor real estate	66		—		—		106		172
Residential first mortgage	113		31		13		7		164
Home equity lines	9		—		—		1		10
Home equity loans	9		1		—		2		12



Total consumer	131		32		13		10		186
	$	233	$	32	$	13	$	133	$	411

For modifications to troubled borrowers, a subsequent payment default is defined in terms of delinquency, when a principal or interest payment is 90 days past due or classified as non-accrual status during the reporting period. Subsequent defaults of the loans restructured as a modification to a troubled borrower during the years ended December 31, 2025 and 2024 totaled $109 million and $257 million, respectively.

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NOTE 6. SERVICING OF FINANCIAL ASSETS

RESIDENTIAL MORTGAGE BANKING ACTIVITIES

The fair value of residential MSRs is calculated using various assumptions including future cash flows, market discount rates, expected prepayment rates, servicing costs and other factors. A significant change in prepayments of mortgages in the servicing portfolio could result in significant changes in the valuation adjustments, thus creating potential volatility in the carrying amount of residential MSRs. The Company compares fair value estimates and assumptions to observable market data where available, and also considers recent market activity and actual portfolio experience.

The table below presents an analysis of residential MSRs under the fair value measurement method for the years ended December 31:



	2025		2024		2023
	(In millions)
Carrying value, beginning of year	$	1,007	$	906	$	812
Additions	27		26		27
Purchases (1)	29		138		158
Increase (decrease) in fair value (2):
Due to change in valuation inputs or assumptions	20		60		17
Economic amortization associated with borrower repayments (3)	(113)		(123)		(108)
Carrying value, end of year	$	970	$	1,007	$	906

(1)Purchases of residential MSRs can be structured with cash hold back provisions, therefore the timing of payment may be made in future periods.

(2)Included in mortgage income. Amounts presented exclude offsetting impact from related derivatives.

(3)Includes both total loan payoffs as well as partial paydowns. Regions' MSR decay methodology is a discounted net cash flow approach.

Data and assumptions used in the fair value calculation, as well as the valuation’s sensitivity to rate fluctuations, related to residential MSRs (excluding related derivative instruments) as of December 31 are as follows:



	2025			2024
	(Dollars in millions)
Unpaid principal balance	$	64,631		$	67,546
Weighted-average CPR (%)	7.5		%	8.0		%
Estimated impact on fair value of a 10% increase	$	(36)		$	(37)
Estimated impact on fair value of a 20% increase	$	(70)		$	(78)
Option-adjusted spread (basis points)	496			505
Estimated impact on fair value of a 10% increase	$	(22)		$	(22)
Estimated impact on fair value of a 20% increase	$	(44)		$	(45)
Weighted-average coupon interest rate	3.9		%	3.8		%
Weighted-average remaining maturity (months)	289			296
Weighted-average servicing fee (basis points)	27.6			27.3

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of an adverse variation in a particular assumption on the fair value of the residential MSRs is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change. The derivative instruments utilized by Regions would serve to reduce the estimated impacts to fair value included in the table above.

Servicing related fees, which include contractually specified servicing fees, late fees and other ancillary income resulting from the servicing of residential mortgage loans totaled $188 million, $191 million and $165 million for the years ended December 31, 2025, 2024, and 2023 respectively.

Residential mortgage loans are sold in the secondary market with standard representations and warranties regarding certain characteristics such as the quality of the loan, the absence of fraud, the eligibility of the loan for sale and the future servicing associated with the loan. Regions may be required to repurchase these loans at par, or make-whole or indemnify the purchasers for losses incurred when representations and warranties are breached.

Regions maintains an immaterial repurchase liability related to residential mortgage loans sold with representations and warranty provisions. This repurchase liability is reported in other liabilities on the consolidated balance sheets and reflects management’s estimate of losses based on historical repurchase and loss trends, as well as other factors that may result in anticipated losses different from historical loss trends. Adjustments to this reserve are recorded in other non-interest expense on the consolidated statements of income.

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COMMERCIAL MORTGAGE BANKING ACTIVITIES

Regions engages in the servicing of commercial mortgage loans through agreements with the agencies and through a DUS lending program. Commercial MSRs of loans through the agency programs are measured at fair value while commercial MSRs of loans through the DUS lending program are measured at cost and subsequently amortized.

Commercial mortgage banking through non-DUS agency programs

The fair value of commercial MSRs through non-DUS agency programs is calculated using various assumptions including future cash flows, market discount rates, expected prepayment rates, servicing costs and other factors. A significant change in prepayments of mortgages in this servicing portfolio could result in significant changes in the valuation adjustments, thus creating potential volatility in the carrying amount of these commercial MSRs. Commercial mortgages commonly have protection against prepayments in the forms of lockout periods and prepayment penalty features, which reduce the likelihood of prepayment. The Company compares fair value estimates and assumptions to observable market data where available, and also considers recent market activity and actual portfolio experience. Regions assumes a loss share guarantee associated with loans sold to Fannie Mae. See Note 1 for additional information. Also see Note 23 for additional information related to the guarantee.

The table below presents an analysis of commercial MSRs through non-DUS agency programs under the fair value measurement method for the years ended December 31:



	2025		2024		2023
	(In millions)
Carrying value, beginning of year	$	97	$	81	$	78
Additions	12		23		5
Increase (decrease) in fair value(1):
Due to change in valuation inputs or assumptions	2		9		13
Economic amortization associated with borrower repayments (2)	(18)		(16)		(15)
Carrying value, end of year	$	93	$	97	$	81

(1)Included in capital markets income. Amounts presented exclude offsetting impact from related derivatives.

(2)Includes both total loan payoffs as well as partial paydowns. Regions' MSR decay methodology is a discounted net cash flow approach.

Data and assumptions used in the fair value calculation, as well as the valuation’s sensitivity to rate fluctuations, related to commercial MSRs through non-DUS agency programs (excluding related derivative instruments) as of December 31 are as follows:



	2025			2024
	(Dollars in millions)
Unpaid principal balance	$	8,271		$	7,425
Weighted-average CPR (%)	7.5		%	7.7		%
Estimated impact on fair value of a 10% increase	$	(2)		$	(1)
Estimated impact on fair value of a 20% increase	$	(3)		$	(3)
Weighted-average discount rate (%)	8.2		%	7.1		%
Estimated impact on fair value of a 10% increase	$	(3)		$	(2)
Estimated impact on fair value of a 20% increase	$	(5)		$	(5)
Weighted-average coupon interest rate	4.9		%	4.7		%
Weighted-average remaining maturity (months)	141			150
Weighted-average servicing fee (basis points)	24.3			26.4

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of an adverse variation in a particular assumption on the fair value of the commercial MSRs is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change. The derivative instruments utilized by Regions would serve to reduce the estimated impacts to fair value included in the table above.

Servicing related fees, which include contractually specified servicing fees, late fees and other ancillary income resulting from the servicing of commercial mortgage loans through non-DUS agency programs totaled $28 million, $24 million, and $22 million for the years ended December 31, 2025, 2024, and 2023 respectively.

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Commercial mortgage banking through the DUS lending program

Regions is an approved DUS lender. The DUS program provides liquidity to the multi-family housing market. In connection with the DUS program, Regions services commercial mortgage loans, retains commercial MSRs and intangible assets associated with the DUS license, and assumes a loss share guarantee associated with the loans. See Note 1 for additional information. Also see Note 23 for additional information related to the guarantee.

The table below presents an analysis of commercial DUS MSRs under the amortization measurement method for the years ended December 31:



	2025		2024		2023
	(In millions)
Carrying value, beginning of year	$	90	$	87	$	81
Additions	18		20		21
Economic amortization associated with borrower repayments (1)	(19)		(17)		(15)
Carrying value, end of year	$	89	$	90	$	87

(1)Economic amortization associated with borrower repayments includes both total loan payoffs as well as partial paydowns.

Regions periodically evaluates DUS MSRs for impairment based on fair value. The estimated fair value of the DUS MSRs was approximately $113 million, $117 million and $109 million at December 31, 2025, 2024, and 2023.

Servicing related fees in connection with the DUS program, which include contractually specified servicing fees, late fees and other ancillary income resulting from the servicing of DUS commercial mortgage loans totaled $26 million at December 31, 2025 and 2024 and $23 million at December 31, 2023.

NOTE 7. OTHER EARNING ASSETS

Other earning assets consist of investments in Federal Reserve Bank stock, FHLB stock, marketable equity securities and other miscellaneous earning assets.

FEDERAL RESERVE BANK AND FHLB STOCK

The following table presents the amount of Regions' investments in Federal Reserve Bank and FHLB stock as of December 31:


	2025		2024
	(In millions)
Federal Reserve Bank stock	$	492	$	492
FHLB stock	104		140

MARKETABLE EQUITY SECURITIES

Marketable equity securities carried at fair value, which primarily consist of assets held for certain employee benefits and money market funds, are reported in other earning assets. Total marketable equity securities were $946 million and $819 million at December 31, 2025 and 2024, respectively. Unrealized gains recognized in earnings for marketable equity securities still being held by the Company totaled $20 million, $25 million, and $15 million at December 31, 2025, 2024, and 2023.

OTHER MISCELLANEOUS EARNING ASSETS

Other miscellaneous earning assets consist of long-term certificates of deposit at other institutions and other receivables. Other miscellaneous earning assets were $161 million and $165 million at December 31, 2025 and 2024, respectively.

NOTE 8. PREMISES, EQUIPMENT AND SOFTWARE, NET

A summary of premises, equipment and software, net at December 31 is as follows:


	2025		2024
	(In millions)
Land	$	409	$	409
Premises and improvements	1,603		1,568
Furniture and equipment	977		1,122
Software	494		378
Leasehold improvements	465		457
Construction in progress	208		273
	4,156		4,207
Accumulated depreciation and amortization	(2,497)		(2,534)
	$	1,659	$	1,673

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NOTE 9. GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL

Goodwill allocated to each reportable segment (each a reporting unit) at both December 31, 2025 and 2024 is presented as follows:



	(In millions)
Corporate Bank	$	3,006
Consumer Bank	2,334
Wealth Management	393
	$	5,733

Regions assessed the indicators of goodwill impairment for all three reporting units as part of its annual impairment test, as of October 1, 2025, and through the date of the filing of this Annual Report, by performing a qualitative assessment of goodwill at the reporting unit level. See Note 1 for additional information on the qualitative assessment. The results of the annual test indicated that it is more likely than not that the estimated fair value of each reporting unit exceeded its carrying amount as of the test date; therefore, a quantitative goodwill impairment test was deemed unnecessary.

OTHER IDENTIFIABLE INTANGIBLE ASSETS

Other identifiable intangible assets consist primarily of relationship assets, which include broker and contractor origination networks, vendor networks, and customer relationships. The relationship assets had a gross carrying amount of $267 million as of both December 31, 2025 and 2024, and accumulated amortization of $147 million and $120 million as of December 31, 2025 and 2024, respectively. The remaining other identifiable intangible assets include non-amortizing assets related to a DUS license and commercial real estate licenses.

The related amounts of amortization expense to be recognized for each year from 2026 through 2030 are immaterial.

Identifiable intangible assets other than goodwill are reviewed at least annually, usually in the fourth quarter, for events or circumstances that could impact the recoverability of the intangible asset. Regions concluded that no impairment for any identifiable intangible assets occurred during 2025, 2024 or 2023.

NOTE 10. DEPOSITS

The following schedule presents a detail of interest-bearing deposits as of December 31:


	2025		2024
	(In millions)

Interest-bearing checking	$	25,677	$	25,079
Savings	11,914		12,022
Money market—domestic	40,119		35,644
Time deposits	13,888		15,720



Total interest-bearing deposits	$	91,598	$	88,465

At December 31, 2025, the aggregate amounts of maturities of all time deposits (deposits with stated maturities, consisting primarily of certificates of deposit and IRAs) were as follows:


	December 31, 2025
	(In millions)
2026	$	13,139
2027	615
2028	74
2029	38
2030	18
Thereafter	4
	$	13,888

NOTE 11. BORROWED FUNDS

SHORT-TERM BORROWINGS

Short-term borrowings consist of FHLB advances and were $750 million at December 31, 2025 and $500 million at December 31, 2024. The levels of short-term borrowings can fluctuate depending on the Company's funding needs and the sources utilized.

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LONG-TERM BORROWINGS

Long-term borrowings at December 31 consist of the following:


	2025		2024
	(In millions)
Regions Financial Corporation (Parent):
2.25% senior notes due May 2025	$	—	$	749
1.80% senior notes due August 2028	648		647
5.722% senior notes due June 2030 (1)	747		746
5.502% senior notes due September 2035 (2)	995		994
6.75% subordinated debentures due November 2025	—		151
7.375% subordinated notes due December 2037	299		299
Valuation adjustments on hedged long-term debt	(52)		(91)
	2,637		3,495
Regions Bank:
FHLB advances	1,000		2,000


6.45% subordinated notes due June 2037	497		496
Other long-term debt	—		2

	1,497		2,498
Total consolidated	$	4,134	$	5,993

(1) On June 6, 2029, the Notes will bear floating rate interest equal to Compounded SOFR plus 1.49%.

(2) On September 6, 2034, the Notes will bear floating rate interest equal to Compounded SOFR plus 2.06%.

As disclosed above, Regions and Regions Bank each had a subordinated note outstanding at December 31, 2025, which are by definition, subordinated and subject in right of payment of both principal and interest to the prior payment in full of all senior indebtedness of the Company, which is generally defined as all indebtedness and other obligations of the Company to its creditors, except subordinated indebtedness. Payment of the principal of the notes may be accelerated only in the case of certain events involving bankruptcy, insolvency proceedings or reorganization of the Company. The subordinated notes described above qualify as Tier 2 capital under Federal Reserve guidelines, subject to diminishing credit as the respective maturity dates approach and subject to certain transition provisions. The subordinated notes are not redeemable prior to maturity, unless there is an occurrence of a qualifying capital event.

During 2025, $1.0 billion of long term FHLB advances were repaid. In the second quarter of 2025, the Company's 2.25% senior notes matured. In the fourth quarter of 2025, the Company's 6.75% subordinated debentures matured.

FHLB advances at December 31, 2025 and 2024 had a weighted-average interest rate of 3.9 percent and 4.6 percent, respectively, with remaining maturity as of December 31, 2025 within one year. Funding from the FHLB and Federal Reserve Bank is secured by pledged assets, primarily certain loan portfolios which are also subject to blanket lien arrangements with the FHLB and Federal Reserve Bank. As of December 31, 2025, Regions' blanket lien arrangements with these entities covered a total loan balance of approximately $92.9 billion and included loans from various loan portfolios. However, borrowing capacity with the FHLB and Federal Reserve Bank is contingent on a subset of the blanket lien portfolios which are eligible and pledged according to the parameters for each counterparty.

Regions uses derivative instruments, primarily interest rate swaps, to manage interest rate risk by converting a portion of its fixed-rate debt to a variable rate. The effective rate adjustments related to these hedges are included in interest expense on long-term borrowings. The weighted-average interest rate on total long-term debt, including the effect of derivative instruments, was 5.5 percent, 6.3 percent, and 6.5 percent for the years ended December 31, 2025, 2024, and 2023, respectively. Further discussion of derivative instruments is included in Note 20.

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The aggregate amount of contractual maturities of all long-term debt in each of the next five years and thereafter is as follows:


	Year Ended December 31
	Regions Financial Corporation (Parent)		Regions Bank
	(In millions)
2026	$	—	$	1,000
2027	—		—
2028	610		—
2029	—		—
2030	749		—
Thereafter	1,278		497
	$	2,637	$	1,497

On February 21, 2025, Regions filed a shelf registration statement with the SEC. This shelf registration does not have a capacity limit and can be utilized by Regions to issue various debt and/or equity securities. The registration statement will expire in February 2028.

Regions Bank may issue bank notes from time to time, either as part of a bank note program or as stand-alone issuances. Notes issued by Regions Bank may be senior or subordinated notes. Notes issued by Regions Bank are not deposits and are not insured or guaranteed by the FDIC.

Regions may, from time to time, consider opportunistically retiring outstanding issued securities, including subordinated debt in privately negotiated or open market transactions. Regulatory approval would be required for retirement of some securities.

NOTE 12. REGULATORY CAPITAL REQUIREMENTS AND RESTRICTIONS

Regions and Regions Bank are required to comply with regulatory capital requirements established by Federal and State banking agencies. These regulatory capital requirements involve quantitative measures of the Company's assets, liabilities and selected off-balance sheet items, and also qualitative judgments by the regulators. Failure to meet minimum capital requirements can subject the Company to a series of increasingly restrictive regulatory actions. Under the Basel III Rules, Regions is designated as a standardized approach bank. Regions is a "Category IV" institution under the Federal Reserve's Tailoring rules.

Banking regulations identify five capital categories: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. At December 31, 2025 and 2024, Regions and Regions Bank exceeded all current regulatory requirements, and were classified as "well-capitalized." Management believes that no events or changes have occurred subsequent to December 31, 2025 that would change this designation.

Quantitative measures established by regulation to ensure capital adequacy require institutions to maintain minimum ratios of CET1, Tier 1, and Total capital (as defined in the regulations) to RWAs (as defined), and of Tier 1 capital to average tangible assets (the "Leverage" ratio).

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

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The following tables summarize the applicable holding company and bank regulatory capital requirements:


	December 31, 2025				Minimum Requirement		Minimum Requirement plus SCB (1)		To Be Well Capitalized
	Amount		Ratio
	(Dollars in millions)
Common equity Tier 1 capital:
Regions Financial Corporation	$	13,490	10.89	%	4.50	%	7.00	%	N/A
Regions Bank	14,475		11.72		4.50		7.00		6.50	%
Tier 1 capital:
Regions Financial Corporation	$	14,859	11.99	%	6.00	%	8.50	%	6.00	%
Regions Bank	14,475		11.72		6.00		8.50		8.00
Total capital:
Regions Financial Corporation	$	17,205	13.89	%	8.00	%	10.50	%	10.00	%
Regions Bank	16,517		13.37		8.00		10.50		10.00
Leverage capital:
Regions Financial Corporation	$	14,859	9.68	%	4.00	%	4.00	%	N/A
Regions Bank	14,475		9.48		4.00		4.00		5.00	%


	December 31, 2024				Minimum Requirement		Minimum Requirement plus SCB (1)		To Be Well Capitalized
	Amount		Ratio
	(Dollars in millions)
Common equity Tier 1 capital:
Regions Financial Corporation	$	13,434	10.80	%	4.50	%	7.00	%	N/A
Regions Bank	14,035		11.32		4.50		7.00		6.50	%
Tier 1 capital:
Regions Financial Corporation	$	15,149	12.17	%	6.00	%	8.50	%	6.00	%
Regions Bank	14,035		11.32		6.00		8.50		8.00
Total capital:
Regions Financial Corporation	$	17,500	14.06	%	8.00	%	10.50	%	10.00	%
Regions Bank	16,081		12.97		8.00		10.50		10.00
Leverage capital:
Regions Financial Corporation	$	15,149	9.88	%	4.00	%	4.00	%	N/A
Regions Bank	14,035		9.21		4.00		4.00		5.00	%

(1)Reflects Regions' SCB of 2.50%. SCB does not apply to leverage capital ratios. See Note 14 for further details regarding CCAR results.

Regions must adhere to various HUD regulatory guidelines including required minimum capital to maintain their HUD approved status. Failure to comply with the HUD guidelines could result in withdrawal of this certification. As of December 31, 2025, Regions was in compliance with HUD guidelines. Regions is also subject to various capital requirements by secondary market investors.

NOTE 13. LEASES

LESSEE

As of December 31, 2025, assets and liabilities recorded under operating leases for properties were $464 million and $539 million, respectively, and $453 million and $527 million, respectively, as of December 31, 2024. The difference between the asset and liability balance is largely driven by increases in rent over the lease term and any strategic decisions to exit a lease location early, resulting in derecognition of the asset. The asset is recorded within other assets, and the lease liability is recorded within other liabilities on the consolidated balance sheets. Lease expense, which is operating lease costs recorded within net occupancy expense, was $85 million, $86 million, and $85 million for the years ended December 31, 2025, 2024, and 2023 respectively.

Other information related to operating leases at December 31 is as follows:


	2025		2024
Weighted-average remaining lease term (years)	9.1 years		9.2 years
Weighted-average discount rate (%)	3.5	%	3.1	%

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Future, undiscounted minimum lease payments on operating leases are as follows:


	December 31, 2025
	(In millions)
2026	$	91
2027	85
2028	78
2029	67
2030	55
Thereafter	262
Total lease payments	638
Less: Imputed interest	99
Total present value of lease liabilities	$	539

LESSOR

The following tables present a summary of Regions' sales-type, direct financing and leveraged leases for the years ended December 31.


	Net Interest Income
	2025		2024		2023
	(In millions)
Sales-Type and Direct Financing	$	70	$	88	$	65
Leveraged(1)	8		8		2
	$	78	$	96	$	67

(1)Leveraged lease income is shown pre-tax and related tax expense is immaterial for all periods presented. Leveraged lease termination gains excluded from amounts presented above were immaterial for all periods presented.


	As of December 31, 2025						As of December 31, 2024
	Sales-Type and Direct Financing		Leveraged		Total		Sales-Type and Direct Financing		Leveraged		Total
	(In millions)
Lease receivable	$	1,263	$	86	$	1,349	$	1,393	$	117	$	1,510
Unearned income	(180)		(23)		(203)		(195)		(35)		(230)
Guaranteed residual	108		—		108		142		—		142
Unguaranteed residual	172		53		225		167		101		268
Total net investment	$	1,363	$	116	$	1,479	$	1,507	$	183	$	1,690

The following table presents the minimum future payments due from customers for sales-type and direct financing leases:


	December 31, 2025
	Sales-Type and Direct Financing
	(In millions)
2026	$	324
2027	266
2028	208
2029	147
2030	111
Thereafter	207
	$	1,263

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NOTE 14. SHAREHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

PREFERRED STOCK

The following table presents a summary of the non-cumulative perpetual preferred stock:


												2025		2024
	Issuance Date	Earliest Redemption Date	Dividend Rate (1)			Liquidation Amount		Liquidation preference per Share	Liquidation preference per Depositary Share	Ownership Interest per Depositary Share	Shares Issued and Outstanding	Carrying Amount		Carrying Amount
	(Dollars in millions, except for share and per share amounts)

Series C	4/30/2019	5/15/2029	5.700	%	(2)	$	500	1,000	25	1/40th	500,000	$	490	$	490
Series D(3)	6/5/2020	6/15/2025	5.750	%		—		100,000	1,000	1/100th	—	—		346
Series E	5/4/2021	6/15/2026	4.450	%		400		1,000	25	1/40th	400,000	390		390
Series F	7/29/2024	9/15/2029	6.950	%	(4)	500		1,000	25	1/40th	500,000	489		489
						$	1,400				1,400,000	$	1,369	$	1,715

(1)Dividends on all series of preferred stock, if declared, accrue and are payable quarterly in arrears.

(2)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to August 15, 2029, 5.700%, and (ii) for each period beginning on or after August 15, 2029, three-month CME Term SOFR plus 3.410% which includes a 0.262% spread adjustment for the transition to SOFR in accordance with ISDA protocols.

(3)Prior to the shares' full redemption on June 16, 2025, dividends were paid quarterly at an annual rate equal to 5.750%.

(4)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning on September 15, 2024, 6.950% and (ii) for each period beginning on or after September 15, 2029, the five-year Treasury rate as of the most recent reset dividend determination date plus 2.771%.

All series of preferred stock have no stated maturity and redemption is solely at Regions' option, subject to regulatory approval, in whole, or in part, after the earliest redemption date or in whole, but not in part, at any time following a regulatory capital treatment event for the Series C, Series E, and Series F preferred stock.

The Board declared a total of $91 million and $104 million in cash dividends on preferred stock in 2025 and 2024, respectively.

During the second quarter of 2025, the Company redeemed all 3,500 outstanding shares of Series D non-cumulative perpetual preferred stock and the corresponding depositary fractional shares at par for $350 million. Upon redemption, net income available to common shareholders was reduced by $4 million related to issuance costs.

In the event Series C, Series E, or Series F preferred shares are redeemed in full at their respective liquidation amounts, $10 million, $10 million, or $11 million in excess of the redemption amount over the carrying amount will be recognized, respectively. These excess amounts represent issuance costs that were recorded as reductions to preferred stock, including related surplus, and will be recorded as reductions to net income available to common shareholders.

COMMON STOCK

The Company's results of the 2024 stress test from the Federal Reserve reflect that the Company exceeded all minimum capital levels and the Company's SCB was floored at 2.5 percent from the fourth quarter of 2024 through the third quarter of 2025. As a Category IV bank, Regions was not required to participate in the 2025 stress test. Nonetheless, like other Category IV banking organizations, the Company did receive results from the Federal Reserve during the second quarter of 2025. From the fourth quarter of 2025 through the third quarter of 2026, the Company's SCB will remain floored at 2.5 percent.

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 and was subsequently extended on December 10, 2024 permitting repurchases through the fourth quarter of 2025. As of December 31, 2025, Regions had repurchased approximately 78 million shares of common stock at a total cost of $1.7 billion under this plan. All of these shares were immediately retired upon repurchase and therefore were not included in treasury stock. 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.

Regions declared $1.03 per common share in cash dividends for 2025, $0.98 per common share for 2024, and $0.88 per common share for 2023.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the balances and activity in AOCI on a pre-tax and net of tax basis for the years ended December 31:


	2025
	Pre-tax AOCI Activity		Tax Effect and Other (1)		Net AOCI Activity
	(In millions)
Total accumulated other comprehensive income (loss), beginning of period	$	(3,912)	$	984	$	(2,928)

Unrealized losses on securities transferred to held to maturity:
Beginning balance	$	(744)	$	188	$	(556)
Unrealized gains (losses) on securities transferred from available for sale during the period	(227)		57		(170)
Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)	104		(26)		78
Change in AOCI from securities held to maturity activity in the period	(123)		31		(92)
Ending balance	$	(867)	$	219	$	(648)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(1,958)	$	490	$	(1,468)
Unrealized (gains) losses on securities transferred to held to maturity during the period	227		(57)		170
Unrealized gains (losses) arising during the period	1,104		(274)		830
Reclassification adjustments for securities (gains) losses realized in net income (3)	53		(13)		40
Change in AOCI from securities available for sale activity in the period	1,384		(344)		1,040
Ending balance	$	(574)	$	146	$	(428)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	(662)	$	168	$	(494)
Unrealized gains (losses) on derivative instruments arising during the period	329		(84)		245
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)	242		(61)		181
Change in AOCI from derivative activity in the period	571		(145)		426
Ending balance	$	(91)	$	23	$	(68)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance	$	(548)	$	138	$	(410)
Net actuarial gains (losses) arising during the period	(4)		3		(1)
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)	27		(7)		20
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period	23		(4)		19
Ending balance	$	(525)	$	134	$	(391)

Total other comprehensive income	1,855		(462)		1,393

Total accumulated other comprehensive income (loss), end of period	$	(2,057)	$	522	$	(1,535)

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	2024
	Pre-tax AOCI Activity		Tax Effect (1)		Net AOCI Activity
	(In millions)
Total accumulated other comprehensive income (loss), beginning of period	$	(3,773)	$	961	$	(2,812)

Unrealized losses on securities transferred to held to maturity:
Beginning balance	$	(9)	$	1	$	(8)
Unrealized gains (losses) on securities transferred from available for sale during the period	(754)		192		(562)
Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)	19		(5)		14
Change in AOCI from securities held to maturity activity in the period	(735)		187		(548)
Ending balance	$	(744)	$	188	$	(556)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(2,759)	$	703	$	(2,056)
Unrealized (gains) losses on securities transferred to held to maturity during the period	754		(192)		562
Unrealized gains (losses) arising during the period	(161)		31		(130)
Reclassification adjustments for securities (gains) losses realized in net income (3)	208		(52)		156
Change in AOCI from securities available for sale activity in the period	801		(213)		588
Ending balance	$	(1,958)	$	490	$	(1,468)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	(399)	$	102	$	(297)
Unrealized gains (losses) on derivative instruments arising during the period	(683)		172		(511)
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)	420		(106)		314
Change in AOCI from derivative activity in the period	(263)		66		(197)
Ending balance	$	(662)	$	168	$	(494)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance	$	(606)	$	155	$	(451)
Net actuarial gains (losses) arising during the period	27		(9)		18
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)	31		(8)		23
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period	58		(17)		41
Ending balance	$	(548)	$	138	$	(410)

Total other comprehensive income (loss)	(139)		23		(116)
Total accumulated other comprehensive income (loss), end of period	$	(3,912)	$	984	$	(2,928)

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	2023
	Pre-tax AOCI Activity		Tax Effect (1)		Net AOCI Activity
	(In millions)
Total accumulated other comprehensive income (loss), beginning of period	$	(4,481)	$	1,138	$	(3,343)

Unrealized losses on securities transferred to held to maturity:
Beginning balance	$	(11)	$	2	$	(9)
Reclassification adjustments for amortization on unrealized losses (2)	2		(1)		1
Ending balance	$	(9)	$	1	$	(8)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(3,433)	$	872	$	(2,561)
Unrealized gains (losses) arising during the period	669		(168)		501
Reclassification adjustments for securities (gains) losses realized in net income (3)	5		(1)		4
Change in AOCI from securities available for sale activity in the period	674		(169)		505
Ending balance	$	(2,759)	$	703	$	(2,056)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	(468)	$	119	$	(349)
Unrealized gains (losses) on derivatives arising during the period	(167)		43		(124)
Reclassification adjustments for (gains) losses realized in net income (2)	236		(60)		176
Change in AOCI from derivative activity in the period	69		(17)		52
Ending balance	$	(399)	$	102	$	(297)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance	$	(569)	$	145	$	(424)
Net actuarial gains (losses) arising during the period	(82)		21		(61)
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)	45		(11)		34
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period	(37)		10		(27)
Ending balance	$	(606)	$	155	$	(451)

Total other comprehensive income (loss)	708		(177)		531
Total accumulated other comprehensive income (loss), end of period	$	(3,773)	$	961	$	(2,812)

(1)The impact of all AOCI activity is shown net of the related tax impact, calculated using a nominal tax rate of approximately 25 percent.

(2)Reclassification amount is recognized in net interest income in the consolidated statements of income.

(3)Reclassification amount is recognized in securities gains (losses), net in the consolidated statements of income.

(4)Reclassification amount is recognized in other non-interest expense in the consolidated statements of income. Additionally, these accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost (see Note 17 for additional details).

NOTE 15. EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic earnings per common share and diluted earnings per common share for the years ended December 31:



		2025		2024		2023
	(In millions, except per share data)
Numerator:
Net income		$	2,156	$	1,893	$	2,074
Preferred stock dividends and other (1)		(95)		(119)		(98)


Net income available to common shareholders		$	2,061	$	1,774	$	1,976
Denominator:
Weighted-average common shares outstanding—basic		$	892	$	916	$	936
Potential common shares		4		2		2
Weighted-average common shares outstanding—diluted		$	896	$	918	$	938






Earnings per common share:
Basic		$	2.31	$	1.94	$	2.11
Diluted		$	2.30	$	1.93	$	2.11

(1) Preferred stock dividends and other for the year ended December 31, 2025 included $4 million of issuance costs associated with the redemption of Series D preferred shares in the second quarter of 2025. Preferred stock dividends and other for the year ended December 31, 2024 included $15 million of issuance costs associated with the redemption of Series B preferred shares in the third quarter of 2024. See Note 14 for additional information.

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The effects from the assumed exercise of 3 million, 5 million and 6 million in restricted stock units and awards and performance stock units for years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively, were not included in the above computations of diluted earnings per common share because such amounts would have had an antidilutive effect on earnings per common share.

NOTE 16. SHARE-BASED PAYMENTS

Regions administers long-term incentive compensation plans that permit the granting of incentive awards in the form of restricted stock awards, performance awards, stock options and stock appreciation rights. No stock options were outstanding during 2025, 2024 or 2023. While Regions has the ability to issue stock appreciation rights, none have been issued to date. The terms of all awards issued under these plans are determined by the CHR Committee of the Board; however, no awards may be granted after the tenth anniversary from the date the plans were initially approved by shareholders. Incentive awards usually vest based on employee service, generally within three years from the date of the grant.

On April 16, 2025, the shareholders of the Company approved the Regions Financial Corporation 2025 LTIP, which permits the Company to grant to employees and directors various forms of incentive compensation. These forms of incentive compensation are similar to the types of compensation approved in prior plans. The 2025 LTIP authorizes 38 million common share equivalents available for grant, where grants of options and grants of full value awards (e.g., shares of restricted stock, restricted stock units and performance stock units) count as one share equivalent. Unless otherwise determined by the CHR Committee of the Board, grants of restricted stock, restricted stock units, and performance stock units accrue dividends, or their notional equivalent, as they are declared by the Board, and are paid upon vesting of the award. Upon adoption of the 2025 LTIP, Regions closed the prior LTIP to new grants, and, accordingly, prospective grants must be made under the 2025 LTIP or a successor plan. All existing grants under prior LTIPs are unaffected by adoption of the 2025 LTIP. The number of remaining share equivalents available for future issuance under the 2025 LTIP was approximately 35 million at December 31, 2025.

Grantees of restricted stock awards or units must either remain employed with the Company for certain periods of time from the date of grant in order for shares to be released or issued or retire after meeting the standards of a retiree, at which time shares would be issued and released. Grants of performance-based restricted stock typically have a three-year performance period, and shares vest within three years after the grant date. Regions issues new shares from authorized reserves upon exercise.

The following table summarizes the elements of compensation cost recognized in the consolidated statements of income for the years ended December 31:


	2025		2024		2023
	(In millions)
Compensation cost of restricted and performance stock awards	$	69	$	73	$	61
Tax benefits related to share-based compensation cost	(17)		(18)		(16)
Compensation cost of share-based compensation awards, net of tax	$	52	$	55	$	45

During 2025, 2024 and 2023, Regions made restricted stock grants that vest based upon satisfaction of service conditions and restricted stock award and performance stock award grants that vest based upon satisfaction of both service conditions and performance conditions. Incremental shares earned above the performance target associated with previous performance stock awards are included when and if performance targets are achieved. Dividend payments during the vesting period are deferred to the end of the vesting term. The fair value of these restricted shares, restricted stock units and performance stock units was estimated based upon the fair value of the underlying shares on the date of the grant. The valuation was not adjusted for the deferral of dividends.

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Activity related to restricted and performance stock awards for 2025, 2024 and 2023 is summarized as follows:


	Number of Shares/Units	Weighted-Average Grant Date Fair Value
Non-vested at December 31, 2022	10,163,763	$	15.23
Granted	3,943,474	17.54
Vested	(5,844,477)	10.25
Forfeited	(262,719)	18.08
Non-vested at December 31, 2023	8,000,041	$	19.90
Granted	3,768,326	20.49
Vested	(4,253,297)	20.50
Forfeited	(315,234)	21.76
Non-vested at December 31, 2024	7,199,836	$	19.86
Granted	3,525,088	21.66
Vested	(3,314,049)	20.41
Forfeited	(268,897)	20.59
Non-vested at December 31, 2025	7,141,978	$	20.46

As of December 31, 2025, the pre-tax amount of non-vested restricted stock, restricted stock units and performance stock units not yet recognized was $68 million, which will be recognized over a weighted-average period of 1.67 years. The total fair value of shares vested during the years ended December 31, 2025, 2024, and 2023, was $72 million, $87 million, and $109 million, respectively. No share-based compensation costs were capitalized during the years ended December 31, 2025, 2024, or 2023.

NOTE 17. EMPLOYEE BENEFIT PLANS

PENSION AND OTHER POSTRETIREMENT BENEFITS

Regions' defined benefit pension plans cover only certain employees as the pension plans are closed to new entrants. Benefits under the pension plans are based on years of service and the employee’s highest five consecutive years of compensation during the last ten years of employment. Regions’ funding policy is to contribute annually at least the amount required by IRS minimum funding standards. Contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future.

The Company also sponsors a SERP, which is a non-qualified pension plan that provides certain senior executive officers defined benefits in relation to their compensation. Actuarially determined pension expense is charged to current operations using the projected unit credit method. All defined benefit plans are referred to as “the plans” throughout the remainder of this note.

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The following table sets forth the plans’ change in benefit obligation, plan assets and funded status, using a December 31 measurement date, and amounts recognized in the consolidated balance sheets at December 31:


	Qualified Plans				Non-qualified Plans				Total
	2025		2024		2025		2024		2025		2024
	(In millions)
Change in benefit obligation
Projected benefit obligation, beginning of year	$	1,536	$	1,644	$	74	$	82	$	1,610	$	1,726
Service cost	19		22		—		1		19		23
Interest cost	81		82		4		4		85		86
Actuarial (gains) losses	33		(52)		3		3		36		(49)
Benefit payments	(155)		(157)		(7)		(7)		(162)		(164)
Administrative expenses	(3)		(3)		—		—		(3)		(3)
Plan settlements	—		—		(6)		(9)		(6)		(9)
Projected benefit obligation, end of year	$	1,511	$	1,536	$	68	$	74	$	1,579	$	1,610
Change in plan assets
Fair value of plan assets, beginning of year	$	1,874	$	1,936	$	—	$	—	$	1,874	$	1,936
Actual return on plan assets	161		98		—		—		161		98
Company contributions	—		—		13		16		13		16
Benefit payments	(155)		(157)		(7)		(7)		(162)		(164)
Administrative expenses	(3)		(3)		—		—		(3)		(3)
Plan settlements	—		—		(6)		(9)		(6)		(9)
Fair value of plan assets, end of year	$	1,877	$	1,874	$	—	$	—	$	1,877	$	1,874
Funded status and accrued benefit (cost) at measurement date	$	366	$	338	$	(68)	$	(74)	$	298	$	264
Amount recognized in the Consolidated Balance Sheets:

Other assets	$	366	$	338	$	—	$	—	$	366	$	338
Other liabilities	—		—		(68)		(74)		(68)		(74)
	$	366	$	338	$	(68)	$	(74)	$	298	$	264
Pre-tax amounts recognized in Accumulated Other Comprehensive (Income) Loss:
Net actuarial loss	$	502	$	529	$	24	$	26	$	526	$	555

The accumulated benefit obligation for the qualified plans was $1.4 billion and $1.5 billion as of December 31, 2025 and 2024, respectively. Total plan assets exceeded the corresponding accumulated benefit obligation for the qualified plans as of December 31, 2025 and 2024. The accumulated benefit obligation for the non-qualified plans was $68 million and $74 million as of December 31, 2025 and 2024, respectively, which exceeded all corresponding plan assets for each period. As of December 31, 2025 and 2024, the actuarial (gains) losses related to the change in the benefit obligation were primarily driven by changes in the discount rate.

Net periodic pension cost included the following components for the years ended December 31:



	Qualified Plans						Non-qualified Plans						Total
	2025		2024		2023		2025		2024		2023		2025		2024		2023
	(In millions)
Service cost	$	19	$	22	$	21	$	—	$	1	$	1	$	19	$	23	$	22
Interest cost	81		82		86		4		4		6		85		86		92
Expected return on plan assets	(123)		(124)		(120)		—		—		—		(123)		(124)		(120)
Amortization of actuarial loss	23		25		24		2		3		4		25		28		28

Settlement charge	—		—		—		3		3		17		3		3		17
Net periodic pension cost	$	—	$	5	$	11	$	9	$	11	$	28	$	9	$	16	$	39

The service cost component of net periodic pension cost is recorded in salaries and employee benefits on the consolidated statements of income. Components other than service cost are recorded in other non-interest expense on the consolidated statements of income.

The assumptions used to determine benefit obligations at December 31 are as follows:


	Qualified Plans				Non-qualified Plans
	2025		2024		2025		2024
Discount rate	5.52	%	5.67	%	5.11	%	5.49	%
Rate of annual compensation increase	3.60	%	4.00	%	3.00	%	3.00	%

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The weighted-average assumptions used to determine net periodic pension (benefit) cost for the years ended December 31 are as follows:


	Qualified Plans						Non-qualified Plans
	2025		2024		2023		2025		2024		2023
Discount rate	5.68	%	5.15	%	5.42	%	5.49	%	5.09	%	5.42	%
Expected long-term rate of return on plan assets	6.85	%	6.61	%	6.37	%	N/A		N/A		N/A
Rate of annual compensation increase	4.00	%	4.00	%	4.00	%	3.00	%	3.00	%	3.00	%

Regions utilizes a disaggregated approach in the estimation of the service and interest components of net periodic pension costs by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. This provides a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows and the corresponding spot yield curve rates.

The expected long-term rate of return on the qualified plans' assets is based on an estimated reasonable range of probable returns. The assumption is established by considering historical and anticipated returns of the asset classes invested in by the qualified plans and the allocation strategy currently in place among those classes. Management chose a point within the range based on the probability of achievement combined with incremental returns attributable to active management. For 2026, the weighted-average expected long-term rate of return on plan assets is 6.62 percent, using the weighted fair value of plan assets as of December 31, 2025.

The qualified plans' investment strategy is continuing to shift from focusing on maximizing asset returns to minimizing funding ratio volatility, with a planned increase in the allocation to fixed income securities. The combined target asset allocation is 30 percent equities, 64 percent fixed income securities and 6 percent in all other types of investments. Equity securities include investments in large and small/mid cap companies primarily located in the U.S., international equities, and private equities. Fixed income securities include investments in corporate and government bonds, asset-backed securities and any other fixed income investments as allowed by respective prospectuses and other offering documents. Other types of investments may include hedge funds and real estate funds that follow several different strategies. The plans' assets are highly diversified with respect to asset class, security and manager. Investment risk is controlled with the plans' assets rebalancing to target allocations on a periodic basis and continual monitoring of investment managers’ performance relative to the investment guidelines established with each investment manager.

Regions’ qualified plans have a portion of their investments in Regions' common stock. At December 31, 2025, the plans held 2,855,618 shares, which represents a total market value of approximately $77 million, or approximately 4 percent of the plans' assets.

The following table presents the fair value of Regions’ qualified pension plans’ financial assets as of December 31:


	2025								2024
	Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3		Fair Value
	(In millions)
Cash and cash equivalents	$	30	$	—	$	—	$	30	$	27	$	—	$	—	$	27
Fixed income securities:
U.S. Treasury securities	$	508	$	—	$	—	$	508	$	362	$	—	$	—	$	362
Federal agency securities	—		3		—		3		—		11		—		11
Corporate bonds and other debt	—		527		—		527		—		606		—		606
Total fixed income securities	$	508	$	530	$	—	$	1,038	$	362	$	617	$	—	$	979

Domestic equity securities	$	128	$	—	$	—	$	128	$	124	$	—	$	—	$	124


International mutual funds	$	100	$	—	$	—	$	100	$	90	$	—	$	—	$	90
Total assets in the fair value hierarchy	$	766	$	530	$	—	$	1,296	$	603	$	617	$	—	$	1,220
Collective trust funds:
Fixed income fund (1)							$	102							$	117
Common stock fund (1)							114								126
International fund (1)							93								120
Total collective trust funds							$	309							$	363

Real estate funds measured at NAV (1)							94								119
Private equity funds measured at NAV (1)							178								172
							$	1,877							$	1,874

(1)In accordance with accounting guidance, investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient are not required to be classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of amounts reported in the fair value hierarchy to amounts reported on the balance sheet.

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Investments held in the plans are recorded at fair value on a recurring basis. For all investments, the plans attempt to use quoted market prices of identical assets on active exchanges, or Level 1 measurements. Where such quoted market prices are not available, the plans typically employ quoted market prices of similar instruments (including matrix pricing) and/or discounted cash flows to estimate a value of these securities, or Level 2 measurements. Level 2 discounted cash flow analyses are typically based on market interest rates, prepayment speeds and/or option adjusted spreads. See Note 1 for a description of valuation methodologies related to U.S. Treasuries, federal agency securities, and equity securities. The methodology described in Note 1 for other debt securities is applicable to corporate bonds and other debt.

Mutual funds are valued based on quoted market prices of identical assets on active exchanges; these valuations are Level 1 measurements. Collective trust funds, real estate funds, private equity funds and other assets are valued based on NAV or the valuation of the limited partner’s portion of the equity of the fund. Third party fund managers provide these valuations based primarily on estimated valuations of underlying investments.

Information about the expected cash flows for the qualified and non-qualified plans is as follows:


	Qualified Plans		Non-qualified Plans
	(In millions)
Expected Employer Contributions:
2026	$	—	$	—
Expected Benefit Payments:
2026	$	120	$	7
2027	123		7
2028	120		7
2029	117		7
2030	115		7
Next five years	549		28

OTHER PLANS

Regions has a defined-contribution 401(k) plan that includes a Company match of eligible employee contributions. Eligible employees include those who have been employed for one year and have worked a minimum of 1,000 hours. The Company match is invested based on the employees' allocation elections. Regions provides an automatic 2 percent cash 401(k) contribution to eligible employees regardless of whether or not they are contributing to the 401(k) plan. To receive this contribution, employees must be employed at the end of the year and not actively accruing a benefit in the Regions’ pension plans. Regions’ cash contribution was approximately $27 million for 2025 and 2024, and $24 million for 2023. For 2025, 2024, and 2023, eligible employees who were already contributing to the 401(k) plan received up to a 5 percent Company match plus the automatic 2 percent cash contribution. Regions’ match to the 401(k) plan on behalf of employees totaled $76 million in 2025, $73 million in 2024, and $72 million in 2023. Regions’ 401(k) plan held 13 million and 14 million shares of Regions' common stock at December 31, 2025 and 2024, respectively. The 401(k) plan received approximately $17 million, $15 million, and $13 million in dividends on Regions' common stock for the years ended December 31, 2025, 2024, and 2023, respectively.

Regions also sponsors defined benefit post-retirement health care plans that cover certain retired employees. For these certain employees retiring before normal retirement age, the Company currently pays a portion of the costs of certain health care benefits until the retired employee becomes eligible for Medicare. Certain retirees, participating in plans of acquired entities, are offered a Medicare supplemental benefit. The plan is contributory and contains other cost-sharing features such as deductibles and co-payments. Retiree health care benefits, as well as similar benefits for active employees, are provided through a self-insured program in which Company and retiree costs are based on the amount of benefits paid. The Company’s policy is to fund the Company’s share of the cost of health care benefits in amounts determined at the discretion of management. Postretirement life insurance is also provided to a grandfathered group of employees and retirees.

NOTE 18. OTHER NON-INTEREST INCOME AND EXPENSE

The following is a detail of other non-interest income for the years ended December 31:


	2025		2024		2023
	(In millions)
Investment services fee income	$	182	$	157	$	138
Commercial credit fee income	114		111		105
Bank-owned life insurance	95		102		78

Market value adjustments on employee benefit assets	20		25		15


Other miscellaneous income	188		167		185
	$	599	$	562	$	521

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The following is a detail of other non-interest expense for the years ended December 31:


	2025		2024		2023
	(In millions)
Outside services	$	166	$	162	$	163
Marketing	113		110		110
Professional, legal and regulatory expenses	111		94		85
Credit/checkcard expenses	64		59		60
FDIC insurance assessments	58		109		228
Operational losses	53		95		212
Branch consolidation, property and equipment charges	(5)		3		7
Visa class B shares expense	27		32		28
Early extinguishment of debt	—		—		(4)

Other miscellaneous expenses	401		365		410
	$	988	$	1,029	$	1,299

NOTE 19. INCOME TAXES

The components of income tax expense for the years ended December 31 were as follows:


	2025		2024		2023
	(In millions)
Current income tax expense:
Federal	$	388	$	383	$	417
State	121		57		84
Total current expense	$	509	$	440	$	501
Deferred income tax expense (benefit):
Federal	$	84	$	1	$	25
State	(6)		20		7
Total deferred expense	$	78	$	21	$	32
Total income tax expense	$	587	$	461	$	533

Income tax expense does not reflect the tax effects of unrealized losses on securities transferred to held to maturity, unrealized gains and losses on securities available for sale, unrealized gains and losses on derivative instruments and the net change from defined benefit pension plans and other postretirement benefits. Refer to Note 14 for additional information on shareholders' equity and accumulated other comprehensive income (loss).

The Company accounts for investment tax credits from renewable energy sources using the deferral method. Investment tax credits generated totaled $64 million, $179 million and $94 million for 2025, 2024, and 2023, respectively.

Income tax expense and the effective tax rate for financial reporting purposes differs from the amount computed by applying the statutory federal income tax rate of 21 percent. In 2025, the Company adopted accounting guidance that updates

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certain disclosure requirements and prior periods have been updated to reflect the current year presentation. A reconciliation between the statutory tax rate and effective tax rate is shown in the following table:


	2025				2024				2023
	Amount		Percent		Amount		Percent		Amount		Percent
	(Dollars in millions)
Tax on income computed at statutory federal income tax rate	$	576	21.0	%	$	494	21.0	%	$	547	21.0	%
Increase (decrease) in taxes resulting from:
State and local income tax, net of federal tax effect (1)	55		2.0	%	60		2.6	%	69		2.7	%
Tax credits:
Affordable housing and economic development credits, net of amortization (2)	(36)		(1.3)	%	(48)		(1.9)	%	(41)		(1.6)	%
Other tax credits	(6)		(0.3)	%	(5)		(0.4)	%	(13)		(0.4)	%
Non-taxable and non-deductible items:
Tax-exempt interest	(40)		(1.4)	%	(39)		(1.7)	%	(38)		(1.5)	%
Other non-deductible expenses	23		0.8	%	23		1.0	%	22		0.8	%
Bank-owned life insurance	(22)		(0.8)	%	(24)		(1.0)	%	(19)		(0.7)	%
Other, net	1		0.1	%	(2)		(0.1)	%	3		0.1	%
Change in UTB	36		1.3	%	2		0.1	%	3		0.1	%
Income tax expense and total effective tax rate	$	587	21.4	%	$	461	19.6	%	$	533	20.5	%

(1) In 2025, Alabama and Tennessee combined comprise more than half of the tax effect in this category. In both 2024 and 2023, Alabama comprises more than half of the tax effect in this category.

(2) Income tax expense includes gross amortization of affordable housing and economic development projects of $193 million, $188 million, and $166 million for 2025, 2024 and 2023, respectively. See Note 2 for additional information.

Significant components of the Company’s net deferred tax asset at December 31 are listed below:


	2025		2024
	(In millions)
Deferred tax assets:
Unrealized losses included in shareholders' equity	$	522	$	976
Allowance for credit losses	426		433
Right of use liability	128		123
Accrued expenses	33		48

Other	27		18
Federal and state tax credit carryforwards	2		27
Federal and state net operating losses, net of federal tax effect	19		28
Total deferred tax assets	1,157		1,653
Less: valuation allowance	(18)		(22)
Total deferred tax assets less valuation allowance	1,139		1,631
Deferred tax liabilities:
Lease financing	362		413
Right of use asset	121		116
Mortgage servicing rights	92		96

Goodwill and intangibles	138		126
Fixed assets	87		7
Employee benefits and deferred compensation	33		34
Other	62		64

Total deferred tax liabilities	895		856
Net deferred tax asset	$	244	$	775

The Company files U.S. federal, state, and local income tax returns, and as of December 31, 2025 had federal and state net operating loss and tax credit carryforwards, all of which were immaterial. The Company believes that a portion of the state net operating loss carryforwards will not be realized due to certain state statutory limitations. Accordingly, a valuation allowance has been established, which is also immaterial.

The Company is in the IRS’s Compliance Assurance Process program and examinations of the U.S federal consolidated income tax return for tax years through 2023 have been completed. With limited exceptions, the Company is no longer subject to state and local tax examinations for tax years prior to 2022. Currently, there are no material disputed tax positions with federal or state taxing authorities. Accordingly, the Company does not anticipate that any adjustments relating to federal or state tax examinations will result in material changes to its business, financial position, results of operations or cash flows.

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As of December 31, 2025, 2024 and 2023, the balance of UTBs, as shown below, would reduce the effective tax rate, if recognized. A reconciliation of the beginning and ending amount of UTB is as follows:


	2025		2024		2023
	(In millions)
Balance at beginning of year	$	12	$	11	$	8
Additions based on tax positions taken in a prior period	46		—		3
Additions based on tax positions taken in the current period	1		1		—
Reductions based on tax positions taken in a prior period	(3)		—		—
Settlements	(1)		—		—
Expiration of statute of limitations	(8)		—		—
Balance at end of year	$	47	$	12	$	11

For the year ended December 31, 2025, the Company recognized an $11 million expense for gross interest and penalties related to its UTBs. For the years ended December 31, 2024 and 2023, the Company recognized an immaterial expense (benefit) for gross interest and penalties related to its UTBs. As of December 31, 2025, the Company had liabilities for interest and penalties related to UTBs of $14 million. As of December 31, 2024 and 2023, the Company had an immaterial gross liability for interest and penalties related to UTBs.

NOTE 20. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

The following tables present the notional amount and estimated fair value of derivative instruments as of December 31:


	2025						2024
	Notional Amount(1)		Estimated Fair Value				Notional Amount		Estimated Fair Value
	Gain(1)		Loss(1)		Gain(1)		Loss(1)
	(In millions)
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	39,918	$	80	$	196	$	36,660	$	—	$	718
Interest rate options	2,000		2		1		2,000		4		6
Total derivatives in cash flow hedging relationships	41,918		82		197		38,660		4		724
Derivatives in fair value hedging relationships:
Interest rate swaps	8,067		23		73		$	5,484	$	26	$	95





Total derivatives designated as hedging instruments	$	49,985	$	105	$	270	$	44,144	$	30	$	819
Derivatives not designated as hedging instruments:
Interest rate swaps	$	93,891	$	1,023	$	996	$	94,803	$	1,608	$	1,598
Interest rate options	10,674		14		6		11,005		31		24
Interest rate futures and forward commitments	1,537		8		1		1,247		8		4
Other contracts	15,051		185		172		12,539		139		106
Total derivatives not designated as hedging instruments	$	121,153	$	1,230	$	1,175	$	119,594	$	1,786	$	1,732
Total derivatives	$	171,138	$	1,335	$	1,445	$	163,738	$	1,816	$	2,551

Total gross derivative instruments, before netting			$	1,335	$	1,445			$	1,816	$	2,551
Less: Netting adjustments (2)			1,120		964				1,703		1,615
Total gross derivative instruments, after netting			$	215	$	481			$	113	$	936

(1)Derivatives in a gain position are recorded as other assets and derivatives in a loss position are recorded as other liabilities on the consolidated balance sheets. Includes accrued interest as applicable. The table reflects net notional presentation and gross asset and liability presentation to capture the economic impact of the trades.

(2)Netting adjustments represent amounts recorded to convert derivative assets and derivative liabilities from a gross basis to a net basis in accordance with applicable accounting guidance. The net basis takes into account the impact of cash collateral received or posted, legally enforceable master netting agreements, and variation margin that allow Regions to settle derivative contracts with the counterparty on a net basis and to offset the net position with the related cash collateral. Cash collateral, all of which is included as a netting adjustment, totaled $83 million and $106 million for derivative assets at December 31, 2025 and 2024, respectively. Cash collateral totaled $123 million and $87 million for derivative liabilities at December 31, 2025 and 2024, respectively.

HEDGING DERIVATIVES

Derivatives entered into to manage interest rate risk and facilitate asset/liability management strategies are designated as hedging derivatives. Derivative financial instruments that qualify in a hedging relationship are classified, based on the exposure

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being hedged, as either fair value hedges or cash flow hedges. See Note 1 for additional information regarding accounting policies for derivatives.

CASH FLOW HEDGES

Cash flow hedge relationships mitigate exposure to the variability of future cash flows or other forecasted transactions.

Regions enters into interest rate swaps, options (e.g., floors, caps and collars), and agreements with a combination of these instruments to manage overall cash flow changes related to interest rate risk exposure on variable rate loans. The agreements effectively modify the Company’s exposure to interest rate risk by utilizing receive fixed/pay SOFR interest rate swaps and interest rate options. As of December 31, 2025, Regions was hedging its exposure to the variability in future cash flows into 2034.

As of December 31, 2025, cash flow hedges were held at a pre-tax net loss of $91 million, which includes pre-tax net gains of $9 million related to terminated cash flow floors and swaps. Regions expects to reclassify into earnings approximately $66 million in pre-tax losses due to the net receipt/payment of interest and amortization on all cash flow hedges within the next twelve months. Included in this amount is $2 million in pre-tax net gains related to the amortization of terminated cash flow floors and swaps.

See Note 14 for the impact of cash flow hedges on the consolidated statements of income regarding the realized gains or (losses) reclassified from AOCI into net income.

FAIR VALUE HEDGES

Fair value hedge relationships mitigate exposure to the change in fair value of an asset, liability or firm commitment.

Regions enters into interest rate swap agreements to manage interest rate exposure on the Company’s fixed-rate borrowings and time deposits. These agreements involve the receipt of fixed-rate amounts in exchange for floating-rate interest payments over the life of the agreements. Regions also enters into interest rate swap agreements to manage interest rate exposure on certain of the Company's fixed-rate prepayable and non-prepayable debt securities available for sale. These agreements involve the payment of fixed-rate amounts in exchange for floating-rate interest receipts.

The following tables present the effect of fair value hedging derivative instruments on the consolidated statements of income and the total amounts for the respective line items affected:



	2025
	Interest Income		Interest Expense
	Debt securities			Long-term borrowings
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	1,145		$	(299)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	20		$	(32)
Recognized on derivatives	(57)			39
Recognized on hedged items	57			(39)
Income (expense) recognized on fair value hedges	$	20		$	(32)



	2024
	Interest Income		Interest Expense
	Debt securities			Long-term borrowings		Deposits
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	925		$	(279)	$	(1,971)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	8		$	(67)	$	(1)
Recognized on derivatives	27			22		—
Recognized on hedged items	(27)			(22)		—
Income (expense) recognized on fair value hedges	$	8		$	(67)	$	(1)

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	2023
	Interest Income		Interest Expense
	Debt securities			Long-term borrowings
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	749		$	(226)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	(1)		$	(64)
Recognized on derivatives	(6)			46
Recognized on hedged items	6			(46)
Income (expense) recognized on fair value hedges	$	(1)		$	(64)

The following tables present the carrying amount and associated cumulative basis adjustment related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships as of December 31.


	2025				2024
	Hedged Items Currently Designated					Hedged Items Currently Designated
	Amortized Cost Basis of Assets/(Liabilities)		Hedge Accounting Basis Adjustment				Amortized Cost Basis of Assets/(Liabilities)		Hedge Accounting Basis Adjustment
	(In millions)				(In millions)
Debt securities available for sale	$	9,325	$	—			$	3,304	$	(22)
Long-term borrowings	(2,348)		52				(3,058)		91

Included in the amortized cost basis and hedge accounting basis adjustment of fair value hedges of debt securities available for sale are hedges designated under the portfolio layer method. At December 31, 2025 and 2024, the Company designated $2.5 billion and $750 million, respectively, as the hedged amount from a closed portfolio of prepayable financial assets with a carrying amount of $6.1 billion and $1.8 billion, respectively. At December 31, 2025, the hedge accounting basis adjustment on active portfolio layer hedges reduced the carrying amount by $3 million.

During 2025, the Company terminated fair value hedges related to available for sale debt securities. The terminated hedges had a remaining basis adjustment of $31 million.

DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

The Company holds a portfolio of derivative instruments not designated as accounting hedges, therefore these derivatives are marked-to market through earnings (in capital markets income or mortgage income as appropriate) and included in other assets and other liabilities, as appropriate. See Note 1 for more information regarding these derivative instruments.

The following table presents the location and amount of gain recognized in income on derivatives not designated as hedging instruments in the consolidated statements of income for the periods presented below:



Derivatives Not Designated as Hedging Instruments	2025		2024		2023
	(In millions)
Capital markets income:
Interest rate swaps	$	29	$	29	$	(17)
Interest rate options	41		52		42
Interest rate futures and forward commitments	16		23		13
Other contracts	(12)		23		11
Total capital markets income	74		127		49
Mortgage income:
Interest rate swaps	(4)		(44)		(14)
Interest rate options	(4)		(4)		1
Interest rate futures and forward commitments	6		8		(10)
Total mortgage income	(2)		(40)		(23)
	$	72	$	87	$	26

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CREDIT DERIVATIVES

Regions has both bought and sold credit protection in the form of participations on interest rate swaps (swap participations). These swap participations, which meet the definition of credit derivatives, were entered into in the ordinary course of business to serve the credit needs of customers. Swap participations, whereby Regions has purchased credit protection, entitle Regions to receive a payment from the counterparty if the customer fails to make payment on any amounts due to Regions upon early termination of the swap transaction and have maturities between 2026 and 2030. Swap participations, whereby Regions has sold credit protection have maturities between 2026 and 2035. For contracts where Regions sold credit protection, Regions would be required to make payment to the counterparty if the customer fails to make payment on any amounts due to the counterparty upon early termination of the swap transaction. Regions bases the current status of the prepayment/performance risk on bought and sold credit derivatives on recently issued internal risk ratings consistent with the risk management practices of unfunded commitments.

Regions’ maximum potential amount of future payments under these contracts as of December 31, 2025 was approximately $622 million. This scenario occurs if variable interest rates were at zero percent and all counterparties defaulted with zero recovery. The fair value of sold protection at December 31, 2025 and 2024 was immaterial. In transactions where Regions has sold credit protection, recourse to collateral associated with the original swap transaction is available to offset some or all of Regions’ obligation.

CONTINGENT FEATURES

Certain of Regions’ derivative instrument contracts with broker-dealers contain credit-related termination provisions and/or credit-related provisions regarding the posting of collateral, allowing those broker-dealers to terminate the contracts in the event that Regions’ and/or Regions Bank’s credit ratings falls below specified ratings from certain major credit rating agencies. The aggregate fair values of all derivative instruments with any credit-risk-related contingent features that were in a liability position totaled $54 million and $47 million at December 31, 2025 and 2024, respectively, for which Regions had posted collateral of $51 million and $34 million, respectively, in the normal course of business.

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NOTE 21. FAIR VALUE MEASUREMENTS

See Note 1 for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis. Assets and liabilities measured at fair value rarely transfer between Level 1 and Level 2 measurements. Debt securities available for sale may be periodically transferred to or from Level 3 valuation based on management’s conclusion regarding the observability of inputs used in valuing the securities. Such transfers are accounted for as if they occur at the beginning of a reporting period.

The following table presents assets and liabilities measured at estimated fair value on a recurring basis as of December 31:


	2025								2024
	Level 1		Level 2		Level 3 (1)		Total Estimated Fair Value		Level 1		Level 2		Level 3 (1)		Total Estimated Fair Value
	(In millions)
Recurring fair value measurements
Debt securities available for sale:
U.S. Treasury securities	$	2,276	$	—	$	—	$	2,276	$	2,003	$	—	$	—	$	2,003
Federal agency securities	—		543		—		543		—		444		—		444
Obligations of states and political subdivisions	—		2		—		2		—		2		—		2
Mortgage-backed securities:
Residential agency	—		18,387		—		18,387		—		18,945		—		18,945

Commercial agency	—		5,829		—		5,829		—		4,090		—		4,090
Commercial non-agency	—		82		—		82		—		82		—		82
Corporate and other debt securities	—		439		2		441		—		655		3		658
Total debt securities available for sale	$	2,276	$	25,282	$	2	$	27,560	$	2,003	$	24,218	$	3	$	26,224
Loans held for sale	$	—	$	290	$	—	$	290	$	—	$	234	$	—	$	234
Marketable equity securities in other earning assets	$	946	$	—	$	—	$	946	$	819	$	—	$	—	$	819
Residential mortgage servicing rights	$	—	$	—	$	970	$	970	$	—	$	—	$	1,007	$	1,007
Commercial mortgage servicing rights through non-DUS agency programs	$	—	$	—	$	93	$	93	$	—	$	—	$	97	$	97
Derivative assets (2):
Interest rate swaps	$	—	$	1,126	$	—	$	1,126	$	—	$	1,634	$	—	$	1,634
Interest rate options	—		10		6		16		—		30		5		35
Interest rate futures and forward commitments	—		8		—		8		—		8		—		8
Other contracts	1		184		—		185		13		126		—		139
Total derivative assets	$	1	$	1,328	$	6	$	1,335	$	13	$	1,798	$	5	$	1,816

Derivative liabilities (2):
Interest rate swaps	$	—	$	1,265	$	—	$	1,265	$	—	$	2,411	$	—	$	2,411
Interest rate options	—		7		—		7		—		30		—		30
Interest rate futures and forward commitments	—		1		—		1		—		4		—		4
Other contracts	—		172		—		172		3		103		—		106
Total derivative liabilities	$	—	$	1,445	$	—	$	1,445	$	3	$	2,548	$	—	$	2,551
Securities sold, but not yet purchased	$	19	$	—	$	—	$	19	$	147	$	—	$	—	$	147

(1)All following disclosures related to Level 3 recurring assets do not include those deemed to be immaterial.

(2)As permitted under U.S. GAAP, variation margin collateral payments made or received for derivatives that are centrally cleared are legally characterized as settled. As such, these derivative assets and derivative liabilities and the related variation margin collateral are presented on a net basis on the balance sheet.

Assets and liabilities in all levels could result in volatile and material price fluctuations. Realized and unrealized gains and losses on Level 3 assets represent only a portion of the risk to market fluctuations in Regions’ consolidated balance sheets. See Note 6 for analyses of activity related to the MSRs for years ended December 31, 2025 and 2024.

RECURRING FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS

Residential mortgage servicing rights

The significant unobservable inputs used in the fair value measurement of residential MSRs are CPR and OAS. This valuation requires generating cash flow projections over multiple interest rate scenarios and discounting those cash flows at a risk-adjusted rate. Additionally, the impact of prepayments and changes in the OAS are based on a variety of underlying inputs including servicing costs. Increases or decreases to the underlying cash flow inputs will have a corresponding impact on the value of the MSR asset. The net change in unrealized gains (losses) included in earnings related to MSRs held at period end are disclosed as the changes in valuation inputs or assumptions included in the MSR rollforward table in Note 6 .

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Commercial mortgage servicing rights through non-DUS agency programs

The significant unobservable inputs used in the fair value measurement of commercial MSRs are CPR and the discount rate. This valuation requires generating cash flow projections over multiple interest rate scenarios and discounting those cash flows at a risk-adjusted rate. Additionally, the impact of prepayments and changes in the discount rate are based on a variety of underlying inputs including servicing costs. Increases or decreases to the underlying cash flow inputs will have a corresponding impact on the value of the MSR asset. The net change in unrealized gains (losses) included in earnings related to MSRs held at period end is disclosed as the changes in valuation inputs or assumptions included in the MSR rollforward table in Note 6 .

The following tables present detailed information regarding material assets and liabilities measured at fair value using significant unobservable inputs (Level 3) as of December 31, 2025 and 2024. The tables include the valuation techniques and the significant unobservable inputs utilized. The range of each significant unobservable input as well as the weighted-average within the range utilized at December 31, 2025 and 2024 are included. Following the tables are descriptions of the valuation techniques and the sensitivity of the techniques to changes in the significant unobservable inputs.


	December 31, 2025
	Level 3 Estimated Fair Value	Valuation Technique	Unobservable Input(s)	Quantitative Range of Unobservable Inputs and (Weighted-Average)
	(Dollars in millions)
Recurring fair value measurements:
Residential MSR (1)	$970	Discounted cash flow	Weighted-average CPR (%)	4.2% - 16.9% (7.5%)
			OAS (%)	4.7% - 8.0% (5.0%)
Commercial MSR through non-DUS agency programs (1)	$93	Discounted cash flow	Weighted-average CPR (%)	6.5% - 7.6% (7.5%)
			Discount rate (%)	8.0% - 10.0% (8.2%)


	December 31, 2024
	Level 3 Estimated Fair Value	Valuation Technique	Unobservable Input(s)	Quantitative Range of Unobservable Inputs and (Weighted-Average)
	(Dollars in millions)
Recurring fair value measurements:
Residential MSR (1)	$1,007	Discounted cash flow	Weighted-average CPR (%)	4.6% - 23.1% (8.0%)
			OAS (%)	4.8% -7.7% (5.1%)
Commercial MSR through non-DUS agency programs (1)	$97	Discounted cash flow	Weighted-average CPR (%)	5.4% - 10.6% (7.7%)
			Discount rate (%)	7.0% -8.0% (7.1%)

(1)See Note 6 for additional disclosures related to assumptions used in the fair value calculations for residential and commercial mortgage servicing rights.

FAIR VALUE OPTION

Regions has elected the fair value option for all eligible agency residential first mortgage loans originated with the intent to sell. This election allows for a more effective offset of the changes in fair values of the loans and the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting. Fair values of residential first mortgage loans held for sale are based on traded market prices of similar assets where available and/or discounted cash flows at market interest rates, adjusted for securitization activities that include servicing values and market conditions, and are recorded in loans held for sale. At December 31, 2025, the aggregate fair value of these loans totaled $266 million compared to aggregate unpaid principal of $259 million. At December 31, 2024, the aggregate fair value of these loans totaled $222 million compared to aggregate unpaid principal of $219 million.

Interest income on residential first mortgage loans held for sale is recognized based on contractual rates and is reflected in interest income on loans held for sale. Net gains and losses resulting from changes in fair value of residential mortgage loans held for sale, which were recorded in mortgage income in the consolidated statements of income during the years ended 2025 and 2024, were immaterial. These changes in fair value are mostly offset by economic hedging activities. An immaterial portion of these amounts was attributable to changes in instrument-specific credit risk.

NON-RECURRING FAIR VALUE MEASUREMENTS

Items measured at fair value on a non-recurring basis include loans held for sale for which the fair value option has not been elected, foreclosed property and other real estate and equity investments without a readily determinable fair value; all of which may be considered either Level 2 or Level 3 valuation measurements. Non-recurring fair value adjustments related to loans held for sale, foreclosed property and other real estate are typically a result of the application of lower of cost or fair value accounting during the period. Non-recurring fair value adjustments related to equity investments without readily determinable fair values are the result of impairments or price changes from observable transactions. The balances of each of these assets, as

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well as the related fair value adjustments during the periods, were immaterial at both December 31, 2025 and December 31, 2024.

FINANCIAL INSTRUMENTS NOT RECORDED AT FAIR VALUE

For financial instruments not recorded at fair value, estimates of fair value are based on relevant market data and information about the instruments. The following tables present the carrying amounts and estimated fair values, as well as the level within the fair value hierarchy, of the Company’s financial instruments not recorded at fair value as of December 31, 2025 and 2024.


	December 31, 2025										December 31, 2024
	Carrying Amount		Estimated Fair Value(1)		Level 1		Level 2		Level 3		Carrying Amount		Estimated Fair Value(1)		Level 1		Level 2		Level 3
	(In millions)
Financial assets:
Cash and cash equivalents	$	10,907	$	10,907	$	10,907	$	—	$	—	$	10,712	$	10,712	$	10,712	$	—	$	—
Debt securities held to maturity	5,606		5,584		—		5,584		—		4,427		4,226		—		4,226		—

Loans held for sale	221		221		—		221		—		360		360		—		360		—
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)	92,595		90,667		—		—		90,667		93,424		89,907		—		—		89,907
Other earning assets	757		757				757		—		797		797		—		797		—


Financial liabilities:

Deposits with no stated maturity(4)	117,240		117,240		—		117,240		—		111,883		111,883		—		111,883		—
Time deposits(4)	13,888		13,874		—		13,874		—		15,720		15,694		—		15,694		—
Short-term borrowings	750		750		—		750		—		500		500		—		500		—
Long-term borrowings	4,134		4,309		—		4,308		1		5,993		6,059		—		6,058		1
Loan commitments and letters of credit	164		164		—		—		164		149		149		—		—		149

(1)Estimated fair values are consistent with an exit price concept. The assumptions used to estimate the fair values are intended to approximate those that a market participant would use in a hypothetical orderly transaction. In estimating fair value, the Company makes adjustments for estimated changes in interest rates, market liquidity and credit spreads in the periods they are deemed to have occurred.

(2)The estimated fair value of portfolio loans assumes sale of the loans to a third-party financial investor. Accordingly, the value to the Company if the loans were held to maturity is not reflected in the fair value estimate. The fair value discount on the loan portfolio's net carrying amount at December 31, 2025 was $1.9 billion or 2.1 percent. The fair value discount on the loan portfolio's net carrying amount at December 31, 2024 was $3.5 billion or 3.8 percent.

(3)Excluded from this table is the sales-type, direct financing, and leveraged lease carrying amount of $1.5 billion at December 31, 2025 and $1.7 billion at December 31, 2024.

(4)The fair value of non-interest-bearing deposit accounts, interest-bearing checking accounts, savings accounts, and money market accounts is the amount payable on demand at the reporting date (i.e., the carrying amount) as these instruments have an indeterminate maturity date. Fair values for time deposits are estimated by using discounted cash flow analyses, based on market spreads to benchmark rates.

NOTE 22. BUSINESS SEGMENT INFORMATION

Each of Regions’ reportable segments is a strategic business unit that serves specific needs of Regions’ customers based on the products and services provided. The Company has three reportable segments: Corporate Bank, Consumer Bank, and Wealth Management, with the remainder in Other. The segments are based on the manner in which the CODM reviews the Company's performance. The Company's CODM is the CEO, President and Chair of the Board. As a part of the CODM review, pre-tax income is utilized to allocate resources amongst segments.

The application and development of management reporting methodologies is a dynamic process and is subject to periodic enhancements. As these enhancements are made, financial results presented by each reportable segment may be periodically revised and the prior periods updated to reflect these enhancements. Accordingly, the prior periods may be updated to reflect these enhancements.

The Corporate Bank segment represents the Company’s commercial banking functions including commercial and industrial, commercial real estate and investor real estate lending. This segment also includes equipment lease financing, as well as capital markets activities, which include securities underwriting and placement, loan syndication and placement, foreign exchange, derivatives, merger and acquisition and other advisory services. Corporate Bank customers include corporate, middle market, and commercial real estate developers and investors. Corresponding deposit products related to these types of customers are also included in this segment.

The Consumer Bank segment represents the Company’s branch network, including consumer banking products and services related to residential first mortgages, home equity lines and loans, consumer credit cards and other consumer loans, as

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well as the corresponding deposit relationships. These services are also provided through the Company's digital channels and contact center.

The Wealth Management segment offers individuals, businesses, governmental institutions and non-profit entities a wide range of solutions to help protect, grow and transfer wealth. Offerings include credit related products, trust and investment management, asset management, retirement and savings solutions and estate planning.

Other includes the Company’s Treasury function, the securities portfolio, wholesale funding activities, interest rate risk management activities and other corporate functions that are not related to a strategic business unit. Also within Other are certain reconciling items in order to translate the segment results that are based on management accounting practices into consolidated results. Management accounting practices utilized by Regions as the basis of presentation for segment results include the following:

Net interest income is presented utilizing an FTP approach, for which market-based funding charges/credits are assigned within the segments. By allocating a cost or a credit to each product based on the FTP framework, management is able to more effectively measure the net interest margin contribution of its assets/liabilities by segment. The summation of the interest income/expense and FTP charges/credits for each segment is its designated net interest income.
Provision for (benefit from) credit losses is allocated to each segment based on an estimated loss methodology. The difference between the consolidated provision for (benefit from) credit losses and the segments’ estimated loss is reflected in Other.
Income tax expense (benefit) is calculated for the Corporate Bank, Consumer Bank and Wealth Management based on a consistent federal and state statutory rate. Any difference between the Company’s consolidated income tax expense (benefit) and the segments’ calculated amounts is reflected in Other.
Management reporting allocations of certain expenses are made in order to analyze the financial performance of the segments. These allocations consist of operational and overhead cost pools and are intended to represent the total costs to support a segment.

The following tables present financial information, including non-interest income disaggregated by major product category, for each reportable segment for the years ended December 31:

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	2025
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	1,877	$	2,937	$	177	$	—	$	4,991
Provision for (benefit from) credit losses	337		273		7		(147)		470
Non-interest income (loss) (1):
Service charges on deposit accounts	246		386		3		—		635
Card and ATM fees	42		444		1		—		487
Investment management and trust fee income	—		—		362		—		362
Capital markets income	344		2		1		—		347
Mortgage income	—		158		—		—		158
Investment services fee income	—		—		182		—		182
Commercial credit fee income	114		—		—		—		114
Bank-owned life insurance	—		—		—		95		95
Securities gains (losses), net	—		—		—		(53)		(53)
Market value adjustments on employee benefit assets	—		—		—		20		20

Other miscellaneous income (loss)	209		79		3		(103)		188
Total non-interest income (loss)	955		1,069		552		(41)		2,535
Non-interest expense:
Salaries and employee benefits	564		726		281		1,045		2,616
Equipment and software expense	22		100		2		297		421
Net occupancy expense	27		221		12		28		288
Other expenses (benefits) (2)	647		1,468		188		(1,315)		988
Total non-interest expense	1,260		2,515		483		55		4,313
Income before income taxes	1,235		1,218		239		51		2,743
Income tax expense (benefit)	309		304		60		(86)		587
Net income	$	926	$	914	$	179	$	137	$	2,156
Average assets	$	69,862	$	37,442	$	2,151	$	48,563	$	158,018


	2024
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	1,821	$	2,834	$	163	$	—	$	4,818
Provision for (benefit from) credit losses	362		270		8		(153)		487
Non-interest income (loss) (1):
Service charges on deposit accounts	223		385		3		1		612
Card and ATM fees	43		424		1		(1)		467
Investment management and trust fee income	—		—		338		—		338
Capital markets income	346		1		1		—		348
Mortgage income	—		146		—		—		146
Investment services fee income	—		—		157		—		157
Commercial credit fee income	111		—		—		—		111
Bank-owned life insurance	—		—		—		102		102
Securities gains (losses), net	—		—		—		(208)		(208)
Market value adjustments on employee benefit assets	—		—		—		25		25

Other miscellaneous income (loss)	174		81		2		(90)		167
Total non-interest income (loss)	897		1,037		502		(171)		2,265
Non-interest expense:
Salaries and employee benefits	558		721		260		990		2,529
Equipment and software expense	19		101		3		283		406
Net occupancy expense	27		210		12		29		278
Other expenses (benefit) (2)	666		1,369		178		(1,184)		1,029
Total non-interest expense	1,270		2,401		453		118		4,242
Income (loss) before income taxes	1,086		1,200		204		(136)		2,354
Income tax expense (benefit)	271		300		51		(161)		461
Net income (loss)	$	815	$	900	$	153	$	25	$	1,893
Average assets	$	69,207	$	37,947	$	2,063	$	44,664	$	153,881

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	2023
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	2,007	$	3,123	$	190	$	—	$	5,320
Provision for (benefit from) credit losses	343		279		8		(77)		553
Non-interest income (1):
Service charges on deposit accounts	193		396		3		—		592
Card and ATM fees	45		458		—		1		504
Investment management and trust fee income	—		—		313		—		313
Capital markets income	219		1		1		1		222
Mortgage income	—		109		—		—		109
Investment services fee income	—		—		138		—		138
Commercial credit fee income	105		—		—		—		105
Bank-owned life insurance	—		—		—		78		78
Securities gains (losses), net	(1)		—		—		(4)		(5)
Market value adjustments on employee benefit assets	—		—		—		15		15

Other miscellaneous income (loss)	151		80		2		(48)		185
Total non-interest income	712		1,044		457		43		2,256
Non-interest expense:
Salaries and employee benefits	546		732		254		884		2,416
Equipment and software expense	20		110		3		279		412
Net occupancy expense	27		222		12		28		289
Other expenses (benefit) (2)	635		1,509		158		(1,003)		1,299
Total non-interest expense	1,228		2,573		427		188		4,416
Income (loss) before income taxes	1,148		1,315		212		(68)		2,607
Income tax expense (benefit)	287		330		52		(136)		533
Net income	$	861	$	985	$	160	$	68	$	2,074
Average assets	$	69,520	$	37,762	$	2,044	$	43,691	$	153,017

(1) Non-interest income includes $650 million, $473 million, and $534 million of revenue that is not from a contract with a customer for the years ended December 31, 2025, 2024 and 2023, respectively.

See Note 18 for a detail of expenses compromising other expenses.

NOTE 23. COMMITMENTS, CONTINGENCIES AND GUARANTEES

COMMERCIAL COMMITMENTS

Regions issues off-balance sheet financial instruments in connection with lending activities. The credit risk associated with these instruments is essentially the same as that involved in extending loans to customers and is subject to Regions’ normal credit approval policies and procedures. Regions measures inherent risk associated with these instruments by recording a reserve for unfunded commitments based on an assessment of the likelihood that the guarantee will be funded and the creditworthiness of the customer or counterparty. Collateral is obtained based on management’s assessment of the creditworthiness of the customer. Credit risk is represented in unused commitments to extend credit, standby letters of credit and commercial letters of credit.

Credit risk associated with these instruments as of December 31 is represented by the contractual amounts indicated in the following table:


	2025		2024
	(In millions)
Unused commitments to extend credit	$	68,237	$	63,232
Standby letters of credit	2,283		2,096
Commercial letters of credit	97		58
Liabilities associated with standby letters of credit	34		33
Assets associated with standby letters of credit	36		35
Reserve for unfunded credit commitments	130		116

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Unused commitments to extend credit—To accommodate the financial needs of its customers, Regions makes commitments under various terms to lend funds to consumers, businesses and other entities. These commitments include (among others) credit card and other revolving credit agreements, term loan commitments and short-term borrowing agreements. Many of these loan commitments have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of these commitments are expected to expire without being funded, the total commitment amounts do not necessarily represent future liquidity requirements.

Standby letters of credit—Standby letters of credit are also issued to customers which commit Regions to make payments on behalf of customers if certain specified future events occur. Regions has recourse against the customer for any amount required to be paid to a third party under a standby letter of credit. The credit risk involved in the issuance of these guarantees is essentially the same as that involved in extending loans to clients and as such, the instruments are collateralized when necessary. Historically, a large percentage of standby letters of credit expire without being funded. The contractual amount of standby letters of credit represents the maximum potential amount of future payments Regions could be required to make and represents Regions’ maximum credit risk.

Commercial letters of credit—Commercial letters of credit are issued to facilitate foreign or domestic trade transactions for customers. As a general rule, drafts will be drawn when the goods underlying the transaction are in transit.

LEGAL CONTINGENCIES

Regions and its subsidiaries are routinely subject to actual or threatened legal proceedings, including litigation and regulatory matters, arising in the ordinary course of business. Litigation matters range from individual actions involving a single plaintiff to class action lawsuits and can involve claims for substantial or indeterminate alleged damages or for injunctive or other relief. Regulatory investigations and enforcement matters may involve formal or informal proceedings and other inquiries initiated by various governmental agencies, law enforcement authorities, and self-regulatory organizations, and can result in fines, penalties, restitution, changes to Regions’ business practices, and other related costs, including reputational damage. At any given time, these legal proceedings are at varying stages of adjudication, arbitration, or investigation, and may relate to a variety of topics, including common law tort and contract claims, as well as statutory consumer protection-related claims, among others.

Assessment of exposure that could result from legal proceedings is complex because these proceedings often involve inherently unpredictable factors, including, but not limited to, the following: whether the proceeding is in early stages; whether damages or the amount of potential fines, penalties, and restitution are unspecified, unsupported, or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery or other investigation has begun or is not complete; whether material facts may be disputed or unsubstantiated; whether meaningful settlement discussions have commenced; and whether the matter involves class allegations. As a result of these complexities, Regions may be unable to develop an estimate or range of loss.

Regions evaluates legal proceedings based on information currently available, including advice of counsel. Regions establishes accruals for those matters when a loss is considered probable and the related amount is reasonably estimable. Additionally, when it is practicable and reasonably possible that it may experience losses in excess of established accruals, Regions estimates possible loss contingencies. Regions currently estimates that the aggregate amount of reasonably possible losses that it may experience, in excess of what has been accrued, is immaterial. While the final outcomes of legal proceedings are inherently unpredictable, management is currently of the opinion that the outcomes of pending and threatened matters, including the litigation matter described below, will not have a material effect on Regions’ business, consolidated financial position, results of operations or cash flows as a whole.

As available information changes, the matters for which Regions is able to estimate, as well as the estimates themselves, will be adjusted accordingly. Regions’ estimates are subject to significant judgment and uncertainties, and the matters underlying the estimates will change from time to time. In the event of unexpected future developments, it is possible that an adverse outcome in any such matter could be material to Regions’ business, consolidated financial position, results of operations, or cash flows as a whole for any particular reporting period of occurrence.

Some of Regions’ exposure with respect to loss contingencies may be offset by applicable insurance coverage. However, in determining the amounts of any accruals or estimates of possible loss contingencies, Regions does not take into account the availability of insurance coverage. To the extent that Regions has an insurance recovery, the proceeds are recorded in the period the recovery is received.

Shareholder Derivative Litigation

On December 22, 2023, a putative shareholder derivative complaint was filed in the Court of Chancery of the State of Delaware, captioned Brewer v. Turner, et al., Case No. 2023-1284-KSJM, allegedly on behalf of Regions as a nominal defendant, against a number of Regions’ current and former directors and officers (the “Derivative Complaint”). The claims in the Derivative Complaint relate to the subject matter of the previously disclosed Consent Order that Regions entered into with

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the CFPB in September 2022. In September 2025, the court issued an order granting in part, and denying in part, the defendants’ motion to dismiss. The defendants appealed the claims that were not dismissed to the Delaware Supreme Court, which appeal was denied on December 15, 2025. Regions’ Board of Directors has established a Special Litigation Committee (“SLC”) to investigate the claims. Based on the establishment of the SLC, the court granted an order on February 5, 2026 staying the action for 180 days.

GUARANTEES

FANNIE MAE LOSS SHARE GUARANTEE

Regions sells commercial loans to Fannie Mae through the DUS lending program and through other platforms. The DUS program provides liquidity to the multi-family housing market. Regions services loans sold to Fannie Mae and is required to provide a loss share guarantee equal to one-third of the principal balance for the majority of the commercial servicing portfolio. At December 31, 2025 and 2024, the Company's DUS servicing portfolio totaled approximately $7.8 billion and $7.0 billion, respectively. Regions has additional loans sold to Fannie Mae outside of the DUS program that are also subject to a loss share guarantee and at December 31, 2025 and 2024, these serviced loans totaled approximately $823 million and $665 million, respectively. Regions' maximum quantifiable contingent liability related to all loans subject to a loss share guarantee was approximately $2.7 billion and $2.4 billion at December 31, 2025 and 2024, respectively. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement. Therefore, the maximum quantifiable contingent liability is not representative of the actual loss the Company would be expected to incur. The estimated fair value of the associated loss share guarantee recorded as a liability on the Company's consolidated balance sheets was immaterial at both December 31, 2025 and 2024. Refer to Note 1 for additional information.

VISA INDEMNIFICATION

As a member of the Visa USA network, Regions, along with other members, indemnified Visa USA against litigation. On October 3, 2007, Visa USA was restructured and acquired several Visa affiliates. In conjunction with this restructuring, Regions' indemnification of Visa USA was modified to cover specific litigation (“covered litigation”).

A portion of Visa's proceeds from its IPO was put into escrow to fund the covered litigation. To the extent that the amount available under the escrow arrangement, or subsequent fundings of the escrow account resulting from reductions in the class B share conversion ratio, is insufficient to fully resolve the covered litigation, Visa will enforce the indemnification obligations of Visa USA's members for any excess amount. At this time, Regions has concluded that it is not probable that covered litigation exposure will exceed the class B share value.

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NOTE 24. PARENT COMPANY ONLY FINANCIAL STATEMENTS

Presented below are condensed financial statements of Regions Financial Corporation:

Balance Sheets


	December 31
	2025		2024
	(In millions)
Assets
Interest-bearing deposits in other banks	$	726	$	2,420

Debt securities available for sale	19		20
Premises and equipment, net	43		45
Investments in subsidiaries:
Banks	20,311		18,407
Non-banks	579		515
	20,890		18,922
Other assets	336		274
Total assets	$	22,014	$	21,681
Liabilities and Shareholders’ Equity

Long-term borrowings	$	2,637	$	3,495
Other liabilities	334		307
Total liabilities	2,971		3,802
Shareholders’ equity:
Preferred stock	1,369		1,715
Common stock	9		9
Additional paid-in capital	10,366		11,394
Retained earnings	10,205		9,060
Treasury stock, at cost	(1,371)		(1,371)
Accumulated other comprehensive income (loss), net	(1,535)		(2,928)
Total shareholders’ equity	19,043		17,879
Total liabilities and shareholders’ equity	$	22,014	$	21,681

Statements of Income


	Year Ended December 31
	2025		2024		2023
	(In millions)
Income:
Dividends received from subsidiaries	$	1,816	$	2,095	$	1,609
Interest from subsidiaries	100		43		1
Other	8		10		7
	1,924		2,148		1,617
Expenses:
Salaries and employee benefits	17		76		65
Interest expense	180		177		134
Equipment and software expense	5		6		(2)
Other	72		80		70
	274		339		267
Income before income taxes and equity in undistributed earnings of subsidiaries	1,650		1,809		1,350
Income tax (benefit) expense	8		(41)		(43)





Income before equity in undistributed earnings of subsidiaries and preferred stock dividends	1,642		1,850		1,393
Equity in undistributed earnings of subsidiaries:
Banks	450		(42)		644
Non-banks	64		85		37
	514		43		681
Net income	2,156		1,893		2,074
Preferred stock dividends and other	(95)		(119)		(98)
Net income available to common shareholders	$	2,061	$	1,774	$	1,976

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Statements of Cash Flows


	Year Ended December 31
	2025		2024		2023
	(In millions)
Operating activities:
Net income	$	2,156	$	1,893	$	2,074
Adjustments to reconcile net cash from operating activities:
Equity in undistributed earnings of subsidiaries	(514)		(43)		(681)
Provision for (benefit from) deferred income taxes	44		(6)		(4)
Depreciation, amortization and accretion, net	3		3		2
Loss on sale of assets	—		—		(6)


Net change in operating assets and liabilities:
Other assets	(112)		28		(11)
Other liabilities	25		28		(9)
Other	38		37		74
Net cash from operating activities	1,640		1,940		1,439
Investing activities:
(Investment in) / repayment of investment in subsidiaries	(7)		(1,675)		(8)
Proceeds from sales and maturities of debt securities available for sale	9		21		13
Purchases of debt securities available for sale	(9)		(20)		(11)



Other, net	(7)		(2)		(21)
Net cash from investing activities	(14)		(1,676)		(27)
Financing activities:

Proceeds from long-term borrowings	—		1,740		—
Payments on long-term borrowings	(900)		(100)		—
Cash dividends on common stock	(912)		(890)		(787)
Cash dividends on preferred stock	(91)		(104)		(98)
Net proceeds from issuance of preferred stock	—		489		—
Payment for redemption of preferred stock	(350)		(500)		—
Repurchases of common stock	(1,067)		(348)		(252)

Net cash from financing activities	(3,320)		287		(1,137)
Net change in cash and cash equivalents	(1,694)		551		275
Cash and cash equivalents at beginning of year	2,420		1,869		1,594
Cash and cash equivalents at end of year	$	726	$	2,420	$	1,869

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