Item 1. Financial Statements

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Item 1. Financial Statements

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

June 30, 2025December 31, 2024
(In millions, except per share data)
Assets
Cash and due from banks$3,245$2,893
Interest-bearing deposits in other banks7,9307,819
Debt securities held to maturity (estimated fair value of $5,814 and $4,226, respectively)5,9724,427
Debt securities available for sale (amortized cost of $27,411 and $28,183, respectively)26,33326,224
Loans held for sale (includes $286 and $234 measured at fair value, respectively)594594
Loans, net of unearned income96,72396,727
Allowance for loan losses(1,612)(1,613)
Net loans95,11195,114
Other earning assets1,6821,616
Premises, equipment and software, net1,7551,673
Interest receivable574572
Goodwill5,7335,733
Residential mortgage servicing rights at fair value9881,007
Other identifiable intangible assets, net153169
Other assets9,1369,461
Total assets$159,206$157,302
Liabilities and Equity
Deposits:
Non-interest-bearing$40,209$39,138
Interest-bearing90,71088,465
Total deposits130,919127,603
Borrowed funds:
Short-term borrowings—500
Long-term borrowings5,2795,993
Total borrowed funds5,2796,493
Other liabilities4,3025,296
Total liabilities140,500139,392
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, respectively1,3691,715
Common stock, authorized 3 billion shares, par value $0.01 per share:
Issued including treasury stock—934,498,116 and 949,510,334 shares, respectively99
Additional paid-in capital11,01711,394
Retained earnings9,6099,060
Treasury stock, at cost— 41,032,676 shares(1,371)(1,371)
Accumulated other comprehensive income (loss), net(1,967)(2,928)
Total shareholders’ equity18,66617,879
Noncontrolling interest4031
Total equity18,70617,910
Total liabilities and equity$159,206$157,302

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Three Months Ended June 30Six Months Ended June 30
2025202420252024
(In millions, except per share data)
Interest income on:
Loans, including fees$1,377$1,432$2,719$2,853
Debt securities286219552428
Loans held for sale991717
Other earning assets112102221188
Total interest income1,7841,7623,5093,486
Interest expense on:
Deposits447502889997
Short-term borrowings113514
Long-term borrowings7761162105
Total interest expense5255761,0561,116
Net interest income1,2591,1862,4532,370
Provision for credit losses126102250254
Net interest income after provision for credit losses1,1331,0842,2032,116
Non-interest income:
Service charges on deposit accounts151151312299
Card and ATM fees125120242236
Investment management and trust fee income9083176164
Capital markets income8368163159
Mortgage income48348875
Securities gains (losses), net(1)(50)(26)(100)
Other150139281275
Total non-interest income6465451,2361,108
Non-interest expense:
Salaries and employee benefits6586091,2831,267
Equipment and software expense104100203201
Net occupancy expense7268142142
Other239227484525
Total non-interest expense1,0731,0042,1122,135
Income before income taxes7066251,3271,089
Income tax expense143124274220
Net income$563$501$1,053$869
Net income available to common shareholders$534$477$999$820
Weighted-average number of shares outstanding:
Basic898917902919
Diluted900918905920
Earnings per common share:
Basic$0.59$0.52$1.11$0.89
Diluted0.590.521.100.89

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

Three Months Ended June 30
20252024
(In millions)
Net income$563$501
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 ($19) and zero tax effect, respectively)(55)—
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($11) and zero tax effect, respectively)(32)(1)
Net change in unrealized losses on securities transferred to held to maturity, net of tax(23)1
Unrealized gains (losses) on securities available for sale:
Unrealized losses on securities transferred to held to maturity during the period (net of $19 and zero tax effect, respectively55—
Unrealized holding gains (losses) arising during the period (net of $43 and ($24) tax effect, respectively)127(73)
Less: reclassification adjustments for securities gains (losses) realized in net income (net of zero and ($12) tax effect, respectively)(1)(38)
Net change in unrealized gains (losses) on securities available for sale, net of tax183(35)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivative instruments arising during the period (net of $36 and ($33) tax effect, respectively)106(97)
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($15) and ($30) tax effect, respectively)(45)(86)
Net change in unrealized gains (losses) on derivative instruments, net of tax151(11)
Defined benefit pension plans and other post employment benefits:
Net actuarial gains (losses) arising during the period (net of zero and zero tax effect, respectively)——
Less: reclassification adjustments for amortization of actuarial loss and settlements realized in net income (net of ($1) and ($2) tax effect, respectively)(5)(4)
Net change from defined benefit pension plans and other post employment benefits, net of tax54
Other comprehensive income (loss), net of tax316(41)
Comprehensive income$879$460
Six Months Ended June 30
20252024
(In millions)
Net income$1,053$869
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) and zero tax effect, respectively)(170)—
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($18) and zero tax effect, respectively)(47)(1)
Net change in unrealized losses on securities transferred to held to maturity, net of tax(123)1
Unrealized gains (losses) on securities available for sale:
Unrealized losses on securities transferred to held to maturity during the period (net of $57 and zero tax effect, respectively)170—
Unrealized holding gains (losses) arising during the period (net of $156 and $(105) tax effect, respectively)472(310)
Less: reclassification adjustments for securities gains (losses) realized in net income (net of ($6) and ($25), respectively)(20)(75)
Net change in unrealized gains (losses) on securities available for sale, net of tax662(235)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivative instruments arising during the period (net of $105 and ($137) tax effect, respectively)309(400)
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($32) and ($60) tax effect, respectively)(95)(173)
Net change in unrealized gains (losses) on derivative instruments, net of tax404(227)
Defined benefit pension plans and other post employment benefits:
Net actuarial gains (losses) arising during the period (net of zero and zero tax effect, respectively)——
Less: reclassification adjustments for amortization of actuarial loss and settlements realized in net income (net of ($3) and($4) tax effect, respectively)(9)(8)
Net change from defined benefit pension plans and other post employment benefits, net of tax98
Other comprehensive income (loss), net of tax952(453)
Comprehensive income$2,005$416

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

Shareholders' Equity
Preferred StockCommon StockAdditional Paid-In CapitalRetained EarningsTreasury Stock, At CostAccumulated Other Comprehensive Income (Loss), NetTotalNon- controlling Interest
SharesAmountSharesAmount
(In millions, except per share data)
BALANCE AT JANUARY 1, 20242$1,659924$10$11,757$8,186$(1,371)$(2,812)$17,429$64
Cumulative effect from change in accounting guidance—————(5)——(5)—
Net income—————368——368—
Other comprehensive income (loss), net of tax———————(412)(412)—
Cash dividends declared—————(220)——(220)—
Preferred stock dividends—————(25)——(25)—
Impact of common stock share repurchases——(6)—(102)———(102)—
Impact of common stock transactions under compensation plans, net————11———11—
Other—————————(30)
BALANCE AT MARCH 31, 20242$1,659918$10$11,666$8,304$(1,371)$(3,224)$17,044$34
BALANCE AT APRIL 1, 20242$1,659918$10$11,666$8,304$(1,371)$(3,224)$17,044$34
Net income—————501——501—
Other comprehensive income (loss), net of tax———————(41)(41)—
Cash dividends declared—————(220)——(220)—
Preferred stock dividends—————(24)——(24)—
Impact of common stock share repurchases——(4)—(87)———(87)—
Impact of common stock transactions under compensation plans, net——1—(4)———(4)—
Other—————————$(1)
BALANCE AT JUNE 30, 20242$1,659915$10$11,575$8,561$(1,371)$(3,265)$17,169$33
BALANCE AT JANUARY 1, 20252$1,715909$9$11,394$9,060$(1,371)$(2,928)$17,879$31
Net income—————490——490—
Other comprehensive income, net of tax———————636636—
Cash dividends declared—————(226)——(226)—
Preferred stock dividends—————(25)——(25)—
Impact of common stock share repurchases——(10)—(242)———(242)—
Impact of common stock transactions under compensation plans, net————9———9—
Other———————996
BALANCE AT MARCH 31, 20252$1,715899$9$11,161$9,299$(1,371)$(2,283)$18,530$37
BALANCE AT APRIL 1, 20252$1,715899$9$11,161$9,299$(1,371)$(2,283)$18,530$37
Net income—————563——563—
Other comprehensive income (loss), net of tax———————316316—
Cash dividends declared—————(224)——(224)—
Preferred stock dividends—————(25)——(25)—
Redemption of Series D preferred stock(1)(346)———(4)——(350)—
Impact of common stock share repurchases——(7)—(144)———(144)—
Impact of common stock transactions under compensation plans, net——2———————
Other—————————3
BALANCE AT JUNE 30, 20251$1,369894$9$11,017$9,609$(1,371)$(1,967)$18,666$40

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Six Months Ended June 30
20252024
(In millions)
Operating activities:
Net income$1,053$869
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses250254
Depreciation, amortization and accretion, net4189
Securities (gains) losses, net26100
Deferred income tax expense1748
Originations and purchases of loans held for sale(2,491)(2,813)
Proceeds from sales of loans held for sale2,5852,663
(Gain) loss on sale of loans, net(23)(25)
Net change in operating assets and liabilities:
Other earning assets(66)(427)
Interest receivable and other assets611(249)
Other liabilities(353)15
Other(11)33
Net cash from operating activities1,639557
Investing activities:
Proceeds from maturities of debt securities held to maturity28821
Proceeds from sales of debt securities available for sale6152,199
Proceeds from maturities of debt securities available for sale1,5581,480
Purchases of debt securities available for sale(3,987)(4,517)
Net (payments for) proceeds from bank-owned life insurance37
Proceeds from sales of loans19026
Purchases of loans(187)(439)
Net change in loans(274)1,134
Purchases of mortgage servicing rights(19)(126)
Net purchases of other assets(169)(47)
Net cash from investing activities(1,982)(262)
Financing activities:
Net change in deposits3,316(1,172)
Net change in short-term borrowings(500)513
Proceeds from long-term borrowings—2,746
Payments on long-term borrowings(750)—
Cash dividends on common stock(453)(442)
Cash dividends on preferred stock(50)(49)
Payment for redemption of preferred stock(350)—
Repurchases of common stock(386)(189)
Taxes paid related to net share settlement of equity awards(21)(24)
Net cash from financing activities8061,383
Net change in cash and cash equivalents4631,678
Cash and cash equivalents at beginning of year10,7126,801
Cash and cash equivalents at end of period$11,175$8,479

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

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 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. The accompanying interim financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and notes to the consolidated financial statements necessary for a complete presentation of financial position, results of operations, comprehensive income (loss) and cash flows in conformity with GAAP. In the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the consolidated financial statements have been included. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in Regions’ Annual Report on Form 10-K for the year ended December 31, 2024. Regions has evaluated all subsequent events for potential recognition and disclosure through the filing date of this Form 10-Q.

During 2025, the Company adopted new accounting guidance. See Note 13 for related disclosures.

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 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2024 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, is as follows:

June 30, 2025December 31, 2024
(In millions)
Tax credit investments included in other assets$1,529$1,471
Unfunded tax credit commitments included in other liabilities515590
Loans and letters of credit commitments568663
Funded portion of loans and letters of credit commitments302336
Three Months Ended June 30Six Months Ended June 30
2025202420252024
(In millions)
Tax credits and other tax benefits recognized$58$61$112$116
Tax credit amortization expense included in income tax expense48479593

In addition to the investments discussed above, Regions also syndicates affordable housing investments. In these syndication transactions, Regions creates affordable housing funds in which a subsidiary is the general partner or managing member and sells limited partnership interests to third parties. Regions' general partner or managing member interest represents an insignificant interest in the affordable housing fund. The affordable housing funds meet the definition of a VIE. As Regions is not the primary beneficiary and does not have a significant interest, these investments are not consolidated. At June 30, 2025 and December 31, 2024, the value of Regions’ general partnership interest in affordable housing investments was immaterial.

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:

June 30, 2025
Recognized in OCI (1)Not recognized in OCI
Amortized CostGross Unrealized GainsGross Unrealized LossesCarrying ValueGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency$6,416$—$(905)$5,511$—$(147)$5,364
Commercial agency461——461—(11)450
$6,877$—$(905)$5,972$—$(158)$5,814
Debt securities available for sale:
U.S. Treasury securities$2,166$9$(70)$2,105$2,105
Federal agency securities4916(10)487487
Obligations of states and political subdivisions2——22
Mortgage-backed securities:
Residential agency19,38479(907)18,55618,556
Commercial agency4,71017(191)4,5364,536
Commercial non-agency92—(9)8383
Corporate and other debt securities5665(7)564564
$27,411$116$(1,194)$26,333$26,333
December 31, 2024
Recognized in OCI (1)Not recognized in OCI
Amortized CostGross Unrealized GainsGross Unrealized LossesCarrying ValueGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency$4,663$—$(743)$3,920$—$(186)$3,734
Commercial agency507——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 securities4601(17)444444
Obligations of states and political subdivisions2——22
Mortgage-backed securities:
Residential agency20,48220(1,557)18,94518,945
Commercial agency4,3891(300)4,0904,090
Commercial non-agency92—(10)8282
Corporate and other debt securities6702(14)658658
$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 9 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

second quarter, 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 $22.0 billion and $20.9 billion at June 30, 2025 and December 31, 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 June 30, 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 CostEstimated Fair Value
(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency$6,416$5,364
Commercial agency461450
$6,877$5,814
Debt securities available for sale:
Due in one year or less$441$436
Due after one year through five years1,8951,851
Due after five years through ten years815800
Due after ten years7471
Mortgage-backed securities:
Residential agency19,38418,556
Commercial agency4,7104,536
Commercial non-agency9283
$27,411$26,333

The following tables present gross unrealized losses and the related estimated fair value of debt securities held to maturity and debt securities available for sale at June 30, 2025 and December 31, 2024. For debt securities transferred to held to maturity from available for sale, the analysis in the tables below compares the debt securities' original amortized cost to its current estimated fair value. 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.

June 30, 2025
Less Than Twelve MonthsTwelve Months or MoreTotal
Estimated Fair ValueGross Unrealized LossesEstimated Fair ValueGross Unrealized LossesEstimated Fair ValueGross Unrealized Losses
(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency$199$(3)$5,165$(1,049)$5,364$(1,052)
Commercial agency——447(11)447(11)
$199$(3)$5,612$(1,060)$5,811$(1,063)
Debt securities available for sale:
U.S Treasury securities$517$(19)$1,030$(51)$1,547$(70)
Federal agency securities75(1)184(9)259(10)
Mortgage-backed securities:
Residential agency5,021(102)7,485(805)12,506(907)
Commercial agency801(26)2,625(165)3,426(191)
Commercial non-agency——83(9)83(9)
Corporate and other debt securities5—256(7)261(7)
$6,419$(148)$11,663$(1,046)$18,082$(1,194)
December 31, 2024
Less Than Twelve MonthsTwelve Months or MoreTotal
Estimated Fair ValueGross Unrealized LossesEstimated Fair ValueGross Unrealized LossesEstimated Fair ValueGross Unrealized Losses
(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency$—$—$3,734$(929)$3,734$(929)
Commercial agency——492(15)492(15)
$—$—$4,226$(944)$4,226$(944)
Debt securities available for sale:
U.S. Treasury securities$612$(14)$1,033$(73)$1,645$(87)
Federal agency securities155(3)195(14)350(17)
Mortgage-backed securities:
Residential agency8,012(203)9,605(1,354)17,617(1,557)
Commercial agency1,043(35)2,991(265)4,034(300)
Commercial non-agency——82(10)82(10)
Corporate and other debt securities59(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 1,531 at June 30, 2025 from 1,722 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 June 30, 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.

Gross realized losses on sales of debt securities available for sale totaled $27 million and gross realized gains totaled $1 million resulting in a recognized net realized loss of $26 million for the six months ended June 30, 2025. These amounts were immaterial for the three months ended June 30, 2025. Gross realized losses on sales of debt securities available for sale totaled $50 million and $100 million, respectively, and gross realized gains were immaterial for both the three and six months ended June 30, 2024. 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 both the three and six months ended June 30, 2025 and 2024.

NOTE 4. LOANS AND THE ALLOWANCE FOR CREDIT LOSSES

LOANS

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

June 30, 2025December 31, 2024
(In millions)
Commercial and industrial$49,586$49,671
Commercial real estate mortgage—owner-occupied4,8904,841
Commercial real estate construction—owner-occupied275333
Total commercial54,75154,845
Commercial investor real estate mortgage6,9496,567
Commercial investor real estate construction2,1492,143
Total investor real estate9,0988,710
Residential first mortgage20,02020,094
Home equity lines3,1843,150
Home equity loans2,3522,390
Consumer credit card1,4151,445
Other consumer (1)5,9036,093
Total consumer32,87433,172
Total loans, net of unearned income$96,723$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.

ALLOWANCE FOR CREDIT LOSSES

Regions determines the appropriate level of the allowance on a quarterly basis. Refer to Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2024, for a description of the methodology.

ROLLFORWARD OF ALLOWANCE FOR CREDIT LOSSES

The following tables present analyses of the allowance for credit losses by portfolio segment for three and six months ended June 30, 2025, and 2024.

Three Months Ended June 30, 2025
CommercialInvestor Real EstateConsumerTotal
(In millions)
Allowance for loan losses, April 1, 2025$745$236$632$1,613
Provision for loan losses62—50112
Loan losses:
Charge-offs(70)(2)(61)(133)
Recoveries10—1020
Net loan losses(60)(2)(51)(113)
Allowance for loan losses, June 30, 20257472346311,612
Reserve for unfunded credit commitments, April 1, 202591818117
Provision for unfunded credit commitments85114
Reserve for unfunded credit commitments, June 30, 2025991319131
Allowance for credit losses, June 30, 2025$846$247$650$1,743
Three Months Ended June 30, 2024
CommercialInvestor Real EstateConsumerTotal
(In millions)
Allowance for loan losses, April 1, 2024$756$211$650$1,617
Provision for loan losses312153105
Loan losses:
Charge-offs(61)—(62)(123)
Recoveries1011122
Net loan (losses) recoveries(51)1(51)(101)
Allowance for loan losses, June 30, 20247362336521,621
Reserve for unfunded credit commitments, April 1, 2024871017114
Provision for (benefit from) unfunded credit commitments(2)(2)1(3)
Reserve for unfunded credit commitments, June 30, 202485818111
Allowance for credit losses, June 30, 2024$821$241$670$1,732
Six Months Ended June 30, 2025
CommercialInvestor Real EstateConsumerTotal
(In millions)
Allowance for loan losses, January 1, 2025$743$240$630$1,613
Provision for loan losses11118106235
Loan losses:
Charge-offs(129)(24)(125)(278)
Recoveries22—2042
Net loan losses(107)(24)(105)(236)
Allowance for loan losses, June 30, 20257472346311,612
Reserve for unfunded credit commitments, January 1, 202591718116
Provision for (benefit from) unfunded credit losses86115
Reserve for unfunded credit commitments, June 30, 2025991319131
Allowance for credit losses, June 30, 2025$846$247$650$1,743
Six Months Ended June 30, 2024
CommercialInvestor Real EstateConsumerTotal
(In millions)
Allowance for loan losses, January 1, 2024$722$192$662$1,576
Provision for loan losses11944104267
Loan losses:
Charge-offs(123)(5)(136)(264)
Recoveries1822242
Net loan (losses) recoveries(105)(3)(114)(222)
Allowance for loan losses, June 30, 20247362336521,621
Reserve for unfunded credit commitments, January 1, 2024921319124
Provision for (benefit from) unfunded credit losses(7)(5)(1)(13)
Reserve for unfunded credit commitments, June 30, 202485818111
Allowance for credit losses, June 30, 2024$821$241$670$1,732

PORTFOLIO SEGMENT RISK FACTORS

Regions' portfolio segments are commercial, investor real estate, and consumer. Classes within each segment present unique credit risks. Refer to Note 5 "Allowance for Credit Losses" in the Annual Report on Form 10-K for the year ended December 31, 2024 for information regarding Regions' portfolio segments and related classes, as well as the risks specific to each.

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 probability of default. 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. Refer to Note 5 "Allowance for Credit Losses" in the Annual Report on Form 10-K for the year ended December 31, 2024 for information regarding commercial risk ratings.

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 probability of default 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 June 30, 2025 and December 31, 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. Refer to Note 5 "Allowance for Credit Losses" in the Annual Report on Form 10-K for the year ended December 31, 2024 for more information regarding Regions' credit quality indicators.

June 30, 2025
Term LoansRevolving LoansRevolving Loans Converted to AmortizingOther (1)Total
20252024202320222021Prior
(In millions)
Commercial and industrial:
Risk rating:
Pass$4,815$7,082$3,662$5,010$2,537$4,181$19,665$—$101$47,053
Special Mention3293235705026315——821
Substandard Accrual431122712313276556——1,321
Non-accrual305671753510114——391
Total commercial and industrial$4,920$7,343$4,239$5,386$2,654$4,293$20,650$—$101$49,586
Commercial real estate mortgage—owner-occupied:
Risk rating:
Pass$356$794$650$751$718$1,138$103$—$(5)$4,505
Special Mention29186336642——194
Substandard Accrual342371627336——146
Non-accrual11151621———45
Total commercial real estate mortgage—owner-occupied:$393$827$676$835$797$1,256$111$—$(5)$4,890
Commercial real estate construction—owner-occupied:
Risk rating:
Pass$48$50$28$32$22$48$8$—$—$236
Special Mention118681————34
Substandard Accrual11———2———4
Non-accrual—————1———1
Total commercial real estate construction—owner-occupied:$50$69$34$40$23$51$8$—$—$275
Total commercial$5,363$8,239$4,949$6,261$3,474$5,600$20,769$—$96$54,751
Commercial investor real estate mortgage:
Risk rating:
Pass$1,503$1,124$381$1,391$474$224$411$—$(4)$5,504
Special Mention23628752301—31——601
Substandard Accrual14246—184993060——561
Non-accrual—1643451—1024——283
Total commercial investor real estate mortgage$1,881$1,362$490$1,856$574$264$526$—$(4)$6,949
Commercial investor real estate construction:
Risk rating:
Pass$43$480$482$216$—$2$732$—$(12)$1,943
Special Mention5913—126——8——206
Substandard Accrual——————————
Non-accrual——————————
Total commercial investor real estate construction$102$493$482$342$—$2$740$—$(12)$2,149
Total investor real estate$1,983$1,855$972$2,198$574$266$1,266$—$(16)$9,098
Residential first mortgage:
FICO scores:
Above 720$620$1,212$1,870$2,643$3,890$6,350$—$—$—$16,585
681-7204899169212255477———1,260
620-680204783135144389———818
Below 62043388157158531———971
Data not available1927231532952—173386
Total residential first mortgage$711$1,418$2,233$3,162$4,479$7,842$2$—$173$20,020
June 30, 2025
Term LoansRevolving LoansRevolving Loans Converted to AmortizingOther (1)Total
20252024202320222021Prior
(In millions)
Home equity lines:
FICO scores:
Above 720$—$—$—$—$—$—$2,416$58—$2,474
681-720——————33911$——350
620-680——————19113—204
Below 620——————1179—126
Data not available——————1—2930
Total home equity lines$—$—$—$—$—$—$3,064$91$29$3,184
Home equity loans:
FICO scores:
Above 720$158$297$231$282$301$566$—$—$—$1,835
681-720314539433766———261
620-68092118222157———148
Below 6201611171443———92
Data not available————————1616
Total home equity loans$199$369$299$364$373$732$—$—$16$2,352
Consumer credit card:
FICO scores:
Above 720$—$—$—$—$—$—$835$—$—$835
681-720——————273——273
620-680——————228——228
Below 620——————114——114
Data not available——————5—(40)(35)
Total consumer credit card$—$—$—$—$—$—$1,455$—$(40)$1,415
Other consumer(2):
FICO scores:
Above 720$387$750$895$1,224$371$387$112$—$—$4,126
681-72053136160245847361——812
620-680277493170585047——519
Below 62052548111363032——287
Data not available764496149——(89)159
Total other consumer$548$989$1,200$1,759$555$689$252$—$(89)$5,903
Total consumer loans$1,458$2,776$3,732$5,285$5,407$9,263$4,773$91$89$32,874
Total Loans$8,804$12,870$9,653$13,744$9,455$15,129$26,808$91$169$96,723
December 31, 2024
Term LoansRevolving LoansRevolving Loans Converted to AmortizingOther (1)Total
20242023202220212020Prior
(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 Mention5930917361341460——1,106
Substandard Accrual81179255793284534——1,244
Non-accrual4890124375698——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 Mention52157339572——184
Substandard Accrual46374015333——138
Non-accrual22514491——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—61——————7
Substandard Accrual——3—1————4
Non-accrual————14———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
Commercial investor real estate mortgage:
Risk rating:
Pass$1,598$464$1,753$747$322$125$314$—$(2)$5,321
Special Mention17312209301114——440
Substandard Accrual76—13139282107——383
Non-accrual16793113——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—32218———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
681-720107185253289222305———1,361
620-680568714113699283———802
Below 6201573138150100419———895
Data not available2931164146902—172427
Total residential first mortgage$1,318$2,343$3,290$4,671$4,471$3,827$2$—$172$20,094
December 31, 2024
Term LoansRevolving LoansRevolving Loans Converted to AmortizingOther (1)Total
20242023202220212020Prior
(In millions)
Home equity lines:
FICO scores:
Above 720$—$—$—$—$—$—$2,341$48$—$2,389
681-720——————33912—351
620-680——————17611—187
Below 620——————967—103
Data not available——————81534120
Total home equity lines$—$—$—$—$—$—$3,033$83$34$3,150
Home equity loans:
FICO scores:
Above 720$328$263$308$329$163$472$—$—$—$1,863
681-720514049391656———251
620-68018192321948———138
Below 620371413537———79
Data not available1147426——1659
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
Other consumer(2):
FICO scores:
Above 720$898$1,016$1,337$417$232$213$117$—$—$4,230
681-72016019127597494062——874
620-6808211119164312550——554
Below 620164711743191731——290
Data not available71410651552—(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 six months ended June 30, 2025 and 2024.

Six Months Ended June 30, 2025
Term LoansRevolving LoansTotal
20252024202320222021Prior
(In millions)
Commercial and industrial$—$16$19$38$5$2$47$127
Commercial real estate mortgage—owner-occupied————11—2
Total commercial—1619386347129
Commercial investor real estate mortgage—812——4—24
Total investor real estate—812——4—24
Residential first mortgage———1———1
Home equity lines——————11
Consumer credit card——————3434
Other consumer(1)1415142399589
Total consumer141514249940125
Total gross charge-offs$14$39$45$62$15$16$87$278
Six Months Ended June 30, 2024
Term LoansRevolving LoansTotal
20242023202220212020Prior
(In millions)
Commercial and industrial$5$33$36$8$4$8$28$122
Commercial real estate mortgage—owner-occupied———1———1
Total commercial5333694828123
Commercial investor real estate mortgage———5———5
Total investor real estate———5———5
Residential first mortgage—————1—1
Home equity lines——————22
Consumer credit card——————3131
Other consumer(1)17233411584102
Total consumer172334115937136
Total gross charge-offs$22$56$70$25$9$17$65$264

(1)Other consumer class includes overdraft gross charge-offs. The majority of overdraft gross charge-offs for the six months ended June 30, 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.

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 June 30, 2025 and December 31, 2024. Loans on non-accrual status with no related allowance totaled $107 million and $119 million and were comprised of commercial and investor real estate loans at June 30, 2025 and December 31, 2024, respectively. 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.

June 30, 2025
Accrual Loans
30-59 DPD60-89 DPD90+ DPDTotal 30+ DPDTotal AccrualNon-accrualTotal
(In millions)
Commercial and industrial$39$28$19$86$49,195$391$49,586
Commercial real estate mortgage—owner-occupied8—194,845454,890
Commercial real estate construction—owner-occupied————2741275
Total commercial4728209554,31443754,751
Commercial investor real estate mortgage————6,6662836,949
Commercial investor real estate construction1——12,149—2,149
Total investor real estate1——18,8152839,098
Residential first mortgage1076413330419,9962420,020
Home equity lines18712373,158263,184
Home equity loans837182,34662,352
Consumer credit card12820401,415—1,415
Other consumer(1)412523895,903—5,903
Total consumer18610719548832,8185632,874
$234$135$215$584$95,947$776$96,723
December 31, 2024
Accrual Loans
30-59 DPD60-89 DPD90+ DPDTotal 30+ DPDTotal AccrualNon-accrualTotal
(In millions)
Commercial and industrial$51$18$7$76$49,263$408$49,671
Commercial real estate mortgage—owner-occupied41164,804374,841
Commercial real estate construction—owner-occupied————3285333
Total commercial551988254,39545054,845
Commercial investor real estate mortgage————6,1444236,567
Commercial investor real estate construction————2,143—2,143
Total investor real estate————8,2874238,710
Residential first mortgage1397814336020,0712320,094
Home equity lines15916403,124263,150
Home equity loans1167242,38462,390
Consumer credit card11920401,445—1,445
Other consumer(1)5126271046,093—6,093
Total consumer22712821356833,1175533,172
$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 both June 30, 2025 and December 31, 2024, the Company had collateral-dependent commercial loans of $264 million. At June 30, 2025 and December 31, 2024, the Company had collateral-dependent investor real estate loans of $215 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 June 30, 2025 and December 31, 2024, the Company had collateral-dependent residential mortgage and home equity loans and lines totaling $123 million and $115 million, respectively. The collateral for these loans are secured by residential real estate. Refer to Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2024 for additional details for the criteria of collateral-dependent loans.

MODIFICATIONS TO BORROWERS EXPERIENCING FINANCIAL DIFFICULTY

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. Refer to Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.

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 three and six months ended June 30, 2025 and 2024.

Three Months Ended June 30, 2025
Term ExtensionPayment DeferralTerm Extension and Interest Rate ModificationTotal
$%****(1)$%****(1)$%****(1)$%****(1)
(Dollars in millions)
Commercial and industrial$350.07%$100.02%$——%$450.09%
Commercial real estate mortgage—owner-occupied20.03%——%——%20.03%
Total commercial370.07%100.02%——%470.09%
Commercial investor real estate mortgage1091.56%——%——%1091.56%
Total investor real estate1091.19%——%——%1091.19%
Residential first mortgage600.30%20.01%30.02%650.33%
Home equity lines—0.01%——%10.04%10.05%
Home equity loans10.06%——%20.06%30.12%
Total consumer610.19%20.01%60.02%690.21%
Total$2070.21%$120.01%$60.01%$2250.23%
Three Months Ended June 30, 2024
Term ExtensionPayment DeferralTerm Extension and Interest Rate ModificationTotal
$%****(1)$%****(1)$%****(1)$%****(1)
(Dollars in millions)
Commercial and industrial$230.05%$——%$——%$230.05%
Commercial real estate mortgage—owner-occupied30.05%——%——%30.05%
Total commercial260.05%——%——%260.05%
Residential first mortgage430.21%1—%1—%450.22%
Home equity lines——%——%10.05%10.06%
Home equity loans10.05%——%20.08%30.13%
Total consumer440.13%1—%40.01%490.15%
Total$700.07%$1—%$4—%$750.08%
Six Months Ended June 30, 2025
Term ExtensionInterest Rate ReductionPayment DeferralTerm Extension and Interest Rate ModificationTotal
$%****(1)$%****(1)$%****(1)$%****(1)$%****(1)
(Dollars in millions)
Commercial and industrial$850.17%$40.01%$100.02%$——%$990.20%
Commercial real estate mortgage—owner-occupied20.04%——%——%——%20.04%
Total commercial870.16%40.01%100.02%——%1010.18%
Commercial investor real estate mortgage1331.92%——%——%——%1331.92%
Total investor real estate1331.46%——%——%——%1331.46%
Residential first mortgage1170.58%——%30.02%90.04%1290.64%
Home equity lines10.02%——%——%30.10%40.12%
Home equity loans20.09%——%——%30.12%50.21%
Total consumer1200.36%——%30.01%150.05%1380.42%
Total$3400.35%$4—%$130.01%$150.02%$3720.38%
Six Months Ended June 30, 2024
Term ExtensionPayment DeferralTerm Extension and Interest Rate ModificationTotal
$%****(1)$%****(1)$%****(1)$%****(1)
(Dollars in millions)
Commercial and industrial$350.07%$——%$1—%$360.07%
Commercial real estate mortgage—owner-occupied30.06%——%——%30.06%
Total commercial380.07%——%1—%390.07%
Commercial investor real estate mortgage1001.53%——%——%1001.53%
Total investor real estate1001.14%——%——%1001.14%
Residential first mortgage800.40%10.01%20.01%830.41%
Home equity lines10.01%——%20.07%30.08%
Home equity loans20.08%——%40.16%60.24%
Total consumer830.25%1—%80.02%920.28%
Total$2210.23%$1—%$90.01%$2310.24%

(1) Amounts calculated based upon whole dollar values.

The end of period balance of unfunded commitments related to modifications to troubled borrowers was $80 million and $71 million at June 30, 2025 and December 31, 2024, respectively.

The following tables present the financial impact of modifications to troubled borrowers during the three and six months ended June 30, 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.

Three Months Ended June 30, 2025
Term ExtensionPayment DeferralTerm Extension and Interest Rate Modification
Weighted-Average Term ExtensionWeighted-Average Payment DeferralWeighted-Average Term ExtensionWeighted-Average Reduction in Interest Rate
(In years, except for percentage data)
Commercial and industrial1.170.25——
Commercial real estate mortgage—owner-occupied1.58———
Commercial investor real estate mortgage0.67———
Residential first mortgage70.6761%
Home equity lines——291%
Home equity loans12—213%
Three Months Ended June 30, 2024
Term ExtensionPayment DeferralTerm Extension and Interest Rate Modification
Weighted-Average Term ExtensionWeighted-Average Payment DeferralWeighted-Average Term ExtensionWeighted-Average Reduction in Interest Rate
(In years, except for percentage data)
Commercial and industrial0.92———
Commercial real estate mortgage—owner-occupied0.67———
Residential first mortgage70.51less than 1%
Home equity lines——212%
Home equity loans7—253%
Six Months Ended June 30, 2025
Interest Rate ReductionTerm ExtensionPayment DeferralTerm Extension and Interest Rate Reduction
Weighted-Average Reduction in Interest RateWeighted-Average Term ExtensionWeighted-Average Payment DeferralWeighted-Average Term ExtensionWeighted-Average Reduction in Interest Rate
(In years, except for percentage data)
Commercial and industrialless than 1%0.750.25——
Commercial real estate mortgage—owner-occupied—2.25———
Commercial investor real estate mortgage—0.67———
Residential first mortgage—70.6741%
Home equity lines—30—261%
Home equity loans—12—213%
Six Months Ended June 30, 2024
Term ExtensionPayment DeferralTerm Extension and Interest Rate Reduction
Weighted-Average Term ExtensionWeighted-Average Payment DeferralWeighted-Average Term ExtensionWeighted-Average Reduction in Interest Rate
(In years, except for percentage data)
Commercial and industrial1.58———
Commercial real estate mortgage—owner-occupied0.67———
Commercial investor real estate mortgage0.58———
Residential first mortgage70.56less than 1%
Home equity lines——212%
Home equity loans9—252%

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 June 30, 2025 and June 30, 2024.

June 30, 2025
Current30-89 DPD90+ DPDNon-Performing LoansTotal
(In millions)
Commercial and industrial$79$—$—$45$124
Commercial real estate mortgage—owner-occupied2——13
Total commercial81——46127
Commercial investor real estate mortgage111——89200
Total investor real estate111——89200
Residential first mortgage15532116204
Home equity lines91—111
Home equity loans8——311
Total consumer172331110226
$364$33$11$145$553
June 30, 2024
Current30-89 DPD90+ DPDNon-Performing LoansTotal
(In millions)
Commercial and industrial$149$—$—$74$223
Commercial real estate mortgage—owner-occupied2——13
Total commercial151——75226
Commercial investor real estate mortgage130——136266
Total investor real estate130——136266
Residential first mortgage9916104129
Home equity lines4———4
Home equity loans81—110
Total consumer11117105143
$392$17$10$216$635

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. Loans defaulted during the three and six month periods ended June 30, 2025 that were restructured as modifications to troubled borrowers during the previous twelve months had period-end balances of $23 million and $48 million, respectively. Loans defaulted during the three and six month periods ended June 30, 2024 that were restructured as modifications to troubled borrowers during the previous twelve months had period-end balances of $56 million and $135 million, respectively.

NOTE 5. 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:

Three Months Ended June 30Six Months Ended June 30
2025202420252024
(In millions)
Carrying value, beginning of period$979$1,026$1,007$906
Additions771212
Purchases (1)14519130
Increase (decrease) in fair value(2):
Due to change in valuation inputs or assumptions1613632
Economic amortization associated with borrower repayments (3)(28)(31)(56)(60)
Carrying value, end of period$988$1,020$988$1,020

(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) are as follows:

June 30
20252024
(Dollars in millions)
Unpaid principal balance$66,249$69,055
Weighted-average CPR (%)7.4%8.2%
Estimated impact on fair value of a 10% increase$(36)$(47)
Estimated impact on fair value of a 20% increase$(69)$(90)
Option-adjusted spread (basis points)496486
Estimated impact on fair value of a 10% increase$(22)$(22)
Estimated impact on fair value of a 20% increase$(45)$(44)
Weighted-average coupon interest rate3.9%3.8%
Weighted-average remaining maturity (months)293300
Weighted-average servicing fee (basis points)27.527.2

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 $47 million and $46 million for the three months ended June 30, 2025 and 2024, respectively and $94 million and $90 million for the six months ended June 30, 2025 and 2024, 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.

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 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2024 for additional information. Also see Note 12 for additional information related to the guarantee.

The table below presents an analysis of commercial MSRs through the agency programs under the fair value measurement method:

Three Months Ended June 30Six Months Ended June 30
2025202420252024
(In millions)
Carrying value, beginning of period$94$88$97$81
Additions25411
Increase (decrease) in fair value(1):
Due to change in valuation inputs or assumptions12—6
Economic amortization associated with borrower repayments (2)(4)(5)(8)(8)
Carrying value, end of period$93$90$93$90

(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) are as follows:

June 30
20252024
(Dollars in millions)
Unpaid principal balance$7,578$6,643
Weighted-average CPR (%)7.2%7.4%
Estimated impact on fair value of a 10% increase$(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)$(4)
Weighted-average coupon interest rate4.8%4.6%
Weighted-average remaining maturity (months)148158
Weighted-average servicing fee (basis points)25.328.2

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 the agency programs totaled $7 million and $5 million for the three months ended June 30, 2025 and 2024 and $13 million and $12 million for the six months ended June 30, 2025 and 2024, respectively.

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 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2024 for additional information. Also see Note 12 for additional information related to the guarantee.

The table below presents an analysis of commercial DUS MSRs under the amortization measurement method:

Three Months Ended June 30Six Months Ended June 30
2025202420252024
(In millions)
Carrying value, beginning of period$91$85$90$87
Additions54106
Economic amortization associated with borrower repayments (1)(5)(4)(9)(8)
Carrying value, end of period$91$85$91$85

(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 at June 30, 2025 and $117 million at December 31, 2024.

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 $6 million and $8 million for three months ended June 30, 2025 and 2024, respectively and $13 million and $13 million for the six months ended June 30, 2025 and 2024, respectively.

NOTE 6. SHAREHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

PREFERRED STOCK

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

June 30, 2025December 31, 2024
Issuance DateEarliest Redemption DateDividend Rate (1)Liquidation AmountLiquidation preference per ShareLiquidation preference per Depositary ShareOwnership Interest per Depositary ShareShares Issued and OutstandingCarrying AmountCarrying Amount
(Dollars in millions, except for share and per share amounts)
Series C4/30/20195/15/20295.700%(2)$5001,000251/40th500,000$490$490
Series D(3)6/5/20206/15/20255.750%—100,0001,0001/100th——346
Series E5/4/20216/15/20264.450%4001,000251/40th400,000390390
Series F7/29/20249/15/20296.950%(4)5001,000251/40th500,000489489
$1,4001,400,000$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 (i) for each period beginning prior to September 15, 2025, 5.750%, and (ii) for each period beginning on or after September 15, 2025, the five-year Treasury rate as of the most recent reset dividend determination date plus 5.426%.

(4)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to 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 $50 million and $49 million in cash dividends on preferred stock in the six months ended June 30, 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. However, the Company did receive results from the Federal Reserve during the second quarter of 2025 and from the fourth quarter of 2025 through the third quarter of 2026, the Company's SCB is expected to remain 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 June 30, 2025, Regions had repurchased approximately 51 million shares of common stock at a total cost of $1.0 billion under this plan. All of these shares were immediately retired upon repurchase and therefore were not included in treasury stock.

Regions declared $0.25 per share in cash dividends for both the first and second quarters of 2025, totaling $0.50 per common share for the first six months of 2025 as compared to $0.24 per common share for the same quarterly periods of 2024 totaling $0.48 per common share for the first six months of 2024.

On July 16, 2025, the Board declared a $0.015 increase to the quarterly common stock dividend to $0.265 which will be payable on October 1, 2025, to shareholders of record at close of business on September 2, 2025.

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 three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025
Pre-tax AOCI ActivityTax Effect (1)Net AOCI Activity
(In millions)
Total accumulated other comprehensive income (loss), beginning of period$(3,053)$770$(2,283)
Unrealized losses on securities transferred to held to maturity:
Beginning balance$(875)$219$(656)
Unrealized gains (losses) on securities transferred from available for sale during the period(74)19(55)
Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)43(11)32
Change in AOCI from securities held to maturity activity in the period(31)8(23)
Ending balance$(906)$227$(679)
Unrealized gains (losses) on securities available for sale:
Beginning balance$(1,322)$333$(989)
Unrealized (gains) losses on securities transferred to held to maturity during the period74(19)55
Unrealized gains (losses) arising during the period170(43)127
Reclassification adjustments for securities (gains) losses realized in net income (3)1—1
Change in AOCI from securities available for sale activity in the period245(62)183
Ending balance$(1,077)$271$(806)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance$(323)$82$(241)
Unrealized gains (losses) on derivative instruments arising during the period142(36)106
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)60(15)45
Change in AOCI from derivative activity in the period202(51)151
Ending balance$(121)$31$(90)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(542)$136$(406)
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)6(1)5
Ending balance$(536)$135$(401)
Total other comprehensive income422(106)316
Total accumulated other comprehensive income (loss), end of period$(2,631)$664$(1,967)
Three Months Ended June 30, 2024
Pre-tax AOCI ActivityTax Effect (1)Net AOCI Activity
(In millions)
Total accumulated other comprehensive income (loss), beginning of period$(4,325)$1,101$(3,224)
Unrealized losses on securities transferred to held to maturity:
Beginning balance$(9)$1$(8)
Reclassification adjustments for amortization on unrealized losses (2)1—1
Ending balance$(8)$1$(7)
Unrealized gains (losses) on securities available for sale:
Beginning balance$(3,027)$771$(2,256)
Unrealized gains (losses) arising during the period(97)24(73)
Reclassification adjustments for securities (gains) losses realized in net income (3)50(12)38
Change in AOCI from securities available for sale activity in the period(47)12(35)
Ending balance$(3,074)$783$(2,291)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance$(689)$176$(513)
Unrealized gains (losses) on derivative instruments arising during the period(130)33(97)
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)116(30)86
Change in AOCI from derivative activity in the period(14)3(11)
Ending balance$(703)$179$(524)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(600)$153$(447)
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)6(2)4
Ending balance$(594)$151$(443)
Total other comprehensive income (loss)(54)13(41)
Total accumulated other comprehensive income (loss), end of period$(4,379)$1,114$(3,265)
Six Months Ended June 30, 2025
Pre-tax AOCI ActivityTax 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)65(18)47
Change in AOCI from securities held to maturity activity in the period(162)39(123)
Ending balance$(906)$227$(679)
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 period227(57)170
Unrealized gains (losses) arising during the period628(156)472
Reclassification adjustments for securities (gains) losses realized in net income (3)26(6)20
Change in AOCI from securities available for sale activity in the period881(219)662
Ending balance$(1,077)$271$(806)
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 period414(105)309
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)127(32)95
Change in AOCI from derivative activity in the period541(137)404
Ending balance$(121)$31$(90)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(548)$138$(410)
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)12(3)9
Ending balance$(536)$135$(401)
Total other comprehensive income (loss)1,272(320)952
Other9—9
Total accumulated other comprehensive income (loss), end of period$(2,631)$664$(1,967)
Six Months Ended June 30, 2024
Pre-tax AOCI ActivityTax 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)
Reclassification adjustments for amortization on unrealized losses (2)1—1
Ending balance$(8)$1$(7)
Unrealized gains (losses) on securities available for sale:
Beginning balance$(2,759)$703$(2,056)
Unrealized gains (losses) arising during the period(415)105(310)
Reclassification adjustments for securities (gains) losses realized in net income (3)100(25)75
Change in AOCI from securities available for sale activity in the period(315)80(235)
Ending balance$(3,074)$783$(2,291)
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(537)137(400)
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)233(60)173
Change in AOCI from derivative activity in the period(304)77(227)
Ending balance$(703)$179$(524)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(606)$155$(451)
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)12(4)8
Ending balance$(594)$151$(443)
Total other comprehensive income (loss)(606)153(453)
Total accumulated other comprehensive income (loss), end of period$(4,379)$1,114$(3,265)

(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 8 for additional details).

NOTE 7. EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic earnings per common share and diluted earnings per common share:

Three Months Ended June 30Six Months Ended June 30
2025202420252024
(In millions, except per share data)
Numerator:
Net income$563$501$1,053$869
Preferred stock dividends and other (1)(29)(24)(54)(49)
Net income available to common shareholders$534$477$999$820
Denominator:
Weighted-average common shares outstanding—basic$898$917$902$919
Potential common shares2131
Weighted-average common shares outstanding—diluted$900$918$905$920
Earnings per common share:
Basic$0.59$0.52$1.11$0.89
Diluted$0.59$0.52$1.10$0.89

(1) Preferred stock dividends and other for the three and six months ended June 30, 2025 included $4 million of issuance costs associated with the redemption of Series D preferred shares in the second quarter of 2025. See Note 6 for additional information.

The effects from the assumed exercise of restricted stock units and performance stock units totaling 5 million and 4 million for the three and six months ended June 30, 2025, 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.

The effects from the assumed exercise of 7 million and 6 million in restricted stock units and awards and performance stock units for the three and six months ended June 30, 2024, 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 8. PENSION AND OTHER POSTRETIREMENT BENEFITS

Regions' defined benefit pension plans cover certain employees as the pension plans are closed to new entrants. 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.

Net periodic pension cost included the following components:

Three Months Ended June 30
Qualified PlansNon-qualified PlansTotal
202520242025202420252024
(In millions)
Service cost$5$4$—$1$5$5
Interest cost2021112122
Expected return on plan assets(31)(31)——(31)(31)
Amortization of actuarial loss66——66
Net periodic pension cost$—$—$1$2$1$2
Six Months Ended June 30
Qualified PlansNon-qualified PlansTotal
202520242025202420252024
(In millions)
Service cost$10$10$—$1$10$11
Interest cost4041224243
Expected return on plan assets(62)(62)——(62)(62)
Amortization of actuarial loss1111111212
Net periodic pension (benefit) cost$(1)$—$3$4$2$4

The service cost component of net periodic pension (benefit) 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.

Regions' funding policy for the qualified plans is to contribute annually at least the amount required by IRS minimum funding standards. Regions made no contributions to qualified plans during the first six months of 2025.

Regions also provides other postretirement benefits, such as defined benefit health care plans and life insurance plans, that cover certain retired employees. There was no material impact from other postretirement benefits on the consolidated financial statements for the six months ended June 30, 2025 or 2024.

NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

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

June 30, 2025December 31, 2024
Notional Amount**(1)**Estimated Fair ValueNotional AmountEstimated Fair Value
Gain**(1)**Loss**(1)**Gain**(1)**Loss**(1)**
(In millions)
Derivatives in fair value hedging relationships:
Interest rate swaps$6,337$3$91$5,484$26$95
Derivatives in cash flow hedging relationships:
Interest rate swaps35,1989626136,660—718
Interest rate options2,000732,00046
Total derivatives in cash flow hedging relationships37,19810326438,6604724
Total derivatives designated as hedging instruments$43,535$106$355$44,144$30$819
Derivatives not designated as hedging instruments:
Interest rate swaps$92,942$1,150$1,112$94,803$1,608$1,598
Interest rate options11,624241211,0053124
Interest rate futures and forward commitments1,5521031,24784
Other contracts14,10320620012,539139106
Total derivatives not designated as hedging instruments$120,221$1,390$1,327$119,594$1,786$1,732
Total derivatives$163,756$1,496$1,682$163,738$1,816$2,551
Total gross derivative instruments, before netting$1,496$1,682$1,816$2,551
Less: Netting adjustments (2)1,2701,0961,7031,615
Total gross derivative instruments, after netting$226$586$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 $75 million and $106 million for derivative assets at June 30, 2025 and December 31, 2024, respectively. Cash collateral totaled $105 million and $87 million for derivative liabilities at June 30, 2025 and December 31, 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 being hedged, as either fair value hedges or cash flow hedges. See Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2024 for additional information regarding accounting policies for derivatives.

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.

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 June 30, 2025, Regions was hedging its exposure to the variability in future cash flows into 2034.

As of June 30, 2025, cash flow hedges were held at a pre-tax net loss of $121 million, which includes pre-tax net gains of $20 million related to terminated cash flow floors and swaps. Regions expects to reclassify into earnings approximately $155

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 $11 million in pre-tax net gains related to the amortization of terminated cash flow floors and swaps.

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

Three Months Ended June 30, 2025
Interest IncomeInterest Expense
Debt securitiesLoans, including feesLong-term borrowings
(In millions)
Total income (expense) presented in the consolidated statements of income$286$1,377$(77)
Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives$5$—$(7)
Recognized on derivatives(33)—9
Recognized on hedged items33—(9)
Income (expense) recognized on fair value hedges$5$—$(7)
Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income, pre-tax$—$(60)$—
Income (expense) recognized on cash flow hedges$—$(60)$—
Three Months Ended June 30, 2024
Interest IncomeInterest Expense
Debt securitiesLoans, including feesLong-term borrowingsDeposits
(In millions)
Total income (expense) presented in the consolidated statements of income$219$1,432$(61)$(502)
Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives$2$—$(17)$—
Recognized on derivatives——10—
Recognized on hedged items——(10)—
Income (expense) recognized on fair value hedges$2$—$(17)$—
Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income, pre-tax$—$(116)$—$—
Income (expense) recognized on cash flow hedges$—$(116)$—$—
Six Months Ended June 30, 2025
Interest IncomeInterest Expense
Debt securitiesLoans, including feesLong-term borrowings
(In millions)
Total income (expense) presented in the consolidated statements of income$552$2,719$(162)
Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives$8$—$(21)
Recognized on derivatives(79)—34
Recognized on hedged items79—(34)
Income (expense) recognized on fair value hedges$8$—$(21)
Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income, pre-tax$—$(127)$—
Income (expense) recognized on cash flow hedges$—$(127)$—
Six Months Ended June 30, 2024
Interest IncomeInterest Expense
Debt securitiesLoans, including feesLong-term borrowingsDeposits
(In millions)
Total income (expense) presented in the consolidated statements of income$428$2,853$(105)$(997)
Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives$5$—$(34)$—
Recognized on derivatives6—6(1)
Recognized on hedged items(7)—(6)1
Income (expense) recognized on fair value hedges$4$—$(34)$—
Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income, pre-tax$—$(233)$—$—
Income (expense) recognized on cash flow hedges$—$(233)$—$—

(1)See Note 6 for gain or (loss) recognized for cash flow hedges in AOCI.

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.

June 30, 2025December 31, 2024
Hedged Items Currently DesignatedHedged Items Currently Designated
Carrying Amount of Assets/(Liabilities)Hedge Accounting Basis AdjustmentCarrying Amount of Assets/(Liabilities)Hedge Accounting Basis Adjustment
(In millions)(In millions)
Debt securities available for sale (1)$6,716$35$3,304$(22)
Long-term borrowings(2,342)57(3,058)91

(1) Carrying amount represents amortized cost basis.

At June 30, 2025 and December 31, 2024, the Company designated interest rate swaps as fair value hedges of debt securities available for sale under which the Company designated $1.8 billion and $750 million, respectively, as the hedged amount from a closed portfolio of prepayable financial assets with a carrying amount of $4.5 billion and $1.8 billion, respectively. At June 30, 2025, approximately $10 million of the hedge accounting basis adjustments related to active portfolio layer method hedges. During 2025 the Company terminated fair value hedges related to available for sale debt securities. The terminated hedges had a remaining basis adjustment of $23 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. Refer to Note 20 "Derivative Financial Instruments and Hedging Activities" in the Annual Report on Form 10-K for the year ended December 31, 2024 for more information regarding these derivative instruments.

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

Three Months Ended June 30Six Months Ended June 30
Derivatives Not Designated as Hedging Instruments2025202420252024
(In millions)
Capital markets income:
Interest rate swaps$5$6$11$15
Interest rate options13142123
Interest rate futures and forward commitments56814
Other contracts(19)(1)(21)5
Total capital markets income4251957
Mortgage income:
Interest rate swaps(4)(8)12(23)
Interest rate options(1)(2)—(1)
Interest rate futures and forward commitments1(2)—8
Total mortgage income(4)(12)12(16)
$—$13$31$41

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 2025 and 2030. Swap participations, whereby Regions has sold credit protection have maturities between 2025 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 June 30, 2025 was approximately $534 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 June 30, 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 on June 30, 2025 and December 31, 2024, were $47 million and $47 million, respectively, for which Regions had posted collateral of $43 million and $34 million, respectively, in the normal course of business.

NOTE 10. FAIR VALUE MEASUREMENTS

See Note 1 "Summary of Significant Accounting Policies" to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2024 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. Marketable equity securities and 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:

June 30, 2025December 31, 2024
Level 1Level 2Level 3 (1)Total Estimated Fair ValueLevel 1Level 2Level 3 (1)Total Estimated Fair Value
(In millions)
Recurring fair value measurements
Debt securities available for sale:
U.S. Treasury securities$2,105$—$—$2,105$2,003$—$—$2,003
Federal agency securities—487—487—444—444
Obligations of states and political subdivisions—2—2—2—2
Mortgage-backed securities:
Residential agency—18,556—18,556—18,945—18,945
Commercial agency—4,536—4,536—4,090—4,090
Commercial non-agency—83—83—82—82
Corporate and other debt securities—5613564—6553658
Total debt securities available for sale$2,105$24,225$3$26,333$2,003$24,218$3$26,224
Loans held for sale$—$286$—$286$—$234$—$234
Marketable equity securities in other earning assets$913$—$—$913$819$—$—$819
Residential mortgage servicing rights$—$—$988$988$—$—$1,007$1,007
Commercial mortgage servicing rights through non-DUS agency programs$—$—$93$93$—$—$97$97
Derivative assets (2):
Interest rate swaps$—$1,249$—$1,249$—$1,634$—$1,634
Interest rate options—22931—30535
Interest rate futures and forward commitments—10—10—8—8
Other contracts4202—20613126—139
Total derivative assets$4$1,483$9$1,496$13$1,798$5$1,816
Derivative liabilities (2):
Interest rate swaps$—$1,464$—$1,464$—$2,411$—$2,411
Interest rate options—15—15—30—30
Interest rate futures and forward commitments—3—3—4—4
Other contracts4196—2003103106
Total derivative liabilities$4$1,678$—$1,682$3$2,548$—$2,551
Securities sold, but not yet purchased$91$—$—$91$147$—$—$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 5 for a reconciliation of beginning and ending balances of these MSRs for three and six months ended June 30, 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 5 .

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 are disclosed as the changes in valuation inputs or assumptions included in the MSR rollforward table in Note 5 .

The following tables present detailed information regarding material assets and liabilities measured at fair value using significant unobservable inputs (Level 3) as of June 30, 2025 and December 31, 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 June 30, 2025 and December 31, 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.

June 30, 2025
Level 3 Estimated Fair ValueValuation TechniqueUnobservable Input(s)Quantitative Range of Unobservable Inputs and (Weighted-Average)
(Dollars in millions)
Recurring fair value measurements:
Residential mortgage servicing rights (1)$988Discounted cash flowWeighted-average CPR (%)3.9% - 16.8% (7.4%)
OAS (%)4.7% - 8.0% (5.0%)
Commercial mortgage servicing rights through non-DUS agency programs (1)$93Discounted cash flowWeighted-average CPR (%)6.3% - 7.5% (7.2%)
Discount rate (%)8.0% - 10.0% (8.2%)

(1)See Note 5 for additional disclosures related to assumptions used in the fair value calculation for residential and commercial mortgage servicing rights.

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

(1)See Note 6 to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2024 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 June 30, 2025, the aggregate fair value of these loans totaled $261 million compared to aggregate unpaid principal of $254 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 three and six months ended June 30, 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 well as the related fair value adjustments during the periods, were immaterial at both June 30, 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 June 30, 2025 and December 31, 2024.

June 30, 2025
Carrying AmountEstimated Fair Value**(1)**Level 1Level 2Level 3
(In millions)
Financial assets:
Cash and cash equivalents$11,175$11,175$11,175$—$—
Debt securities held to maturity5,9725,814—5,814—
Loans held for sale309309—27138
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)93,51390,813——90,813
Other earning assets769769—769—
Financial liabilities:
Deposits with no stated maturity(4)115,625115,625—115,625—
Time deposits(4)15,29415,265—15,265—
Long-term borrowings5,2795,373—5,3721
Loan commitments and letters of credit164164——164

(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 June 30, 2025 was $2.7 billion or 2.9 percent.

(3)Excluded from this table is the sales-type, direct financing, and leveraged lease carrying amount of $1.6 billion at June 30, 2025.

(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.

December 31, 2024
Carrying AmountEstimated Fair Value**(1)**Level 1Level 2Level 3
(In millions)
Financial assets:
Cash and cash equivalents$10,712$10,712$10,712$—$—
Debt securities held to maturity4,4274,226—4,226—
Loans held for sale360360—360—
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)93,42489,907——89,907
Other earning assets797797—797—
Financial liabilities:
Deposits with no stated maturity(4)111,883111,883—111,883—
Time deposits(4)15,72015,694—15,694—
Short-term borrowings500500—500—
Long-term borrowings5,9936,059—6,0581
Loan commitments and letters of credit149149——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, 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 $1.7 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 11. 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. Additional information about the Company's reportable segments is included in Regions' Annual Report on Form 10-K for the year ended December 31, 2024.

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 were updated to reflect these enhancements.

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

Three Months Ended June 30, 2025
Corporate BankConsumer BankWealth ManagementOtherConsolidated
(In millions)
Net interest income$474$742$43$—$1,259
Provision for (benefit from) credit losses88682(32)126
Non-interest income:
Service charges on deposit accounts60901—151
Card and ATM fees11114——125
Investment management and trust fee income——90—90
Capital markets income83———83
Mortgage income—48——48
Investment services fee income——43—43
Commercial credit fee income29———29
Bank-owned life insurance———2424
Securities gains (losses), net———(1)(1)
Market value adjustments on employee benefit assets———1616
Other miscellaneous income (loss)42201(25)38
Total non-interest income22527213514646
Non-interest expense:
Salaries and employee benefits13717967275658
Equipment and software expense524174104
Net occupancy expense7553772
Other expenses (benefits) (1)16236948(340)239
Total non-interest expense311627119161,073
Income before income taxes3003195730706
Income tax expense (benefit)758014(26)143
Net income$225$239$43$56$563
Average assets$69,768$37,479$2,112$48,615$157,974
Three Months Ended June 30, 2024
Corporate BankConsumer BankWealth ManagementOtherConsolidated
(In millions)
Net interest income$449$697$40$—$1,186
Provision for (benefit from) credit losses91662(57)$102
Non-interest income (loss):
Service charges on deposit accounts549511151
Card and ATM fees11109——120
Investment management and trust fee income——83—83
Capital markets income671——68
Mortgage income—34——34
Investment services fee income——39—39
Commercial credit fee income28———28
Bank-owned life insurance———3030
Securities gains (losses), net———(50)(50)
Market value adjustments on employee benefit assets———22
Other miscellaneous income39201(20)40
Total non-interest income (loss)199259124(37)545
Non-interest expense:
Salaries and employee benefits13317863235609
Equipment and software expense526—69100
Net occupancy expense7513768
Other expenses (1)16231642(293)227
Total non-interest expense307571108181,004
Income before income taxes250319542625
Income tax expense (benefit)628014(32)124
Net income$188$239$40$34$501
Average assets$68,934$38,007$2,053$43,873$152,867
Six Months Ended June 30, 2025
Corporate BankConsumer BankWealth ManagementOtherConsolidated
(In millions)
Net interest income$916$1,451$86$—$2,453
Provision for (benefit from) credit losses1751344(63)250
Non-interest income (loss):
Service charges on deposit accounts1241862—312
Card and ATM fees22220——242
Investment management and trust fee income——176—176
Capital markets income162—1—163
Mortgage income—88——88
Investment services fee income——86—86
Commercial credit fee income56———56
Bank-owned life insurance———4747
Securities gains (losses), net———(26)(26)
Market value adjustments on employee benefit assets———1313
Other miscellaneous income (loss)84392(46)79
Total non-interest income (loss)448533267(12)1,236
Non-interest expense:
Salaries and employee benefits2823581375061,283
Equipment and software expense10481144203
Net occupancy expense14108614142
Other expenses (benefits) (1)31570894(633)484
Total non-interest expense6211,222238312,112
Income before income taxes568628111201,327
Income (loss) before income taxes14115728(52)274
Net income$427$471$83$72$1,053
Average assets$69,530$37,574$2,123$48,201$157,428
Six Months Ended June 30, 2024
Corporate BankConsumer BankWealth ManagementOtherConsolidated
(In millions)
Net interest income$901$1,389$80$—$2,370
Provision for (benefit from) credit losses1821344(66)254
Non-interest income (loss):
Service charges on deposit accounts10918721299
Card and ATM fees22214——236
Investment management and trust fee income——164—164
Capital markets income1581——159
Mortgage income—75——75
Investment services fee income——77—77
Commercial credit fee income55———55
Bank-owned life insurance———5353
Securities gains (losses), net———(100)(100)
Market value adjustments on employee benefit assets———1717
Other miscellaneous income (loss)73391(40)73
Total non-interest income (loss)417516244(69)1,108
Non-interest expense:
Salaries and employee benefits2833611294941,267
Equipment and software expense9521139201
Net occupancy expense14107615142
Other expenses (benefit) (1)32567883(561)525
Total non-interest expense6311,198219872,135
Income (loss) before income taxes505573101(90)1,089
Income tax expense (benefit)12614325(74)220
Net income (loss)$379$430$76$(16)$869
Average assets$68,938$38,021$2,044$43,152$152,155

(1) Other miscellaneous expenses are primarily comprised of outside services, marketing, professional, legal and regulatory expenses, credit and checkcard expenses, and FDIC insurance assessment fees.

NOTE 12. 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. Refer to Note 23 "Commitments, Contingencies and Guarantees" in the Annual Report on Form 10-K for the year ended December 31, 2024 for more information regarding these instruments.

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

June 30, 2025December 31, 2024
(In millions)
Unused commitments to extend credit$65,468$63,232
Standby letters of credit2,1422,096
Commercial letters of credit10358
Liabilities associated with standby letters of credit3333
Assets associated with standby letters of credit3435
Reserve for unfunded credit commitments131116

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 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.

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 June 30, 2025 and December 31, 2024, the Company's DUS servicing portfolio totaled approximately $7.4 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 June 30, 2025 and December 31, 2024, these serviced loans totaled approximately $721 million and $665 million, respectively. Regions' maximum quantifiable contingent liability related to all loans subject to a loss share guarantee was approximately $2.6 billion and $2.4 billion at June 30, 2025 and December 31, 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 June 30, 2025 and December 31, 2024. Refer to Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.

NOTE 13. 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.

StandardDescriptionRequired Date of AdoptionEffect 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, 2025Regions adopted this guidance as of January 1, 2025 with no material impact.
ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax DisclosuresThe 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, 2025Regions adopted this guidance as of January 1, 2025 for disclosure to appear in the Annual Report on Form 10-K for the year ended December 31, 2025 with no material impact.
Standards Not Yet Adopted
ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification InitiativeThis 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 ExpensesThis 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, 2027Regions 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 InstrumentsThis 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, 2026The adoption of this guidance is not likely to have a material impact. Regions will continue to evaluate through date of adoption.
ASU 2025-03 Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest EntityThis 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, 2027Regions will continue to evaluate through date of adoption.

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