Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM			10-Q

☒			Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			For the quarterly period ended			March 31, 2026

or

☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			For the transition period from						to

Commission File Number: 001-34034

Regions Financial Corporation
(Exact name of registrant as specified in its charter)

Delaware						63-0589368
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
1900 Fifth Avenue North
Birmingham
Alabama						35203
(Address of principal executive offices)						(Zip Code)

(800) 734-4667

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $.01 par value			RF			New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C			RF PRC			New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
4.45% Non-Cumulative Perpetual Preferred Stock, Series E			RF PRE			New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
Non-Cumulative Perpetual Preferred Stock, Series F			RF PRF			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☒ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of May 6, 2026 there were 853,379,538 shares of the issuer's common stock, par value $.01 per share, outstanding.

REGIONS FINANCIAL CORPORATION

FORM 10-Q

INDEX

												Page
Forward-Looking Statements
Part I. Financial Information
Item 1.						Financial Statements (Unaudited)						9
						Consolidated Balance Sheets						9
						Consolidated Statements of Income						10
						Consolidated Statements of Comprehensive Income						11
						Consolidated Statements of Changes in Shareholders' Equity						12
						Consolidated Statements of Cash Flows						13
						Notes to Consolidated Financial Statements						14
						Note 1 "Basis of Presentation"						14
						Note 2 "Variable Interest Entities"						14
						Note 3 "Debt Securities"						15
						Note 4 "Loans and the Allowance for Credit Losses"						17
						Note 5 "Servicing of Financial Assets"						26
						Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)"						29
						Note 7 "Earnings per Common Share"						31
						Note 8 "Pension and Other Postretirement Benefits"						32
						Note 9 "Derivative Financial Instruments and Hedging Activities"						32
						Note 10 "Fair Value Measurements"						36
						Note 11 "Business Segment Information"						38
						Note 12 "Commitments, Contingencies and Guarantees"						40
						Note 13 "Recent Accounting Pronouncements"						42
Item 2.						Management's Discussion and Analysis of Financial Condition and Results of Operations						44
Item 3.						Quantitative and Qualitative Disclosures About Market Risk						69
Item 4.						Controls and Procedures						69
Part II. Other Information
Item 1.						Legal Proceedings						70
Item 1A.						Risk Factors						70
Item 2.						Unregistered Sales of Equity Securities and Use of Proceeds						70
Item 5.						Other Information						70
Item 6.						Exhibits						71
Signatures												72

Glossary of Defined Terms

Agencies - collectively, FNMA and GNMA.

ACL - Allowance for credit losses.

ALCO - Asset/Liability Management Committee.

Allowance - Allowance for credit losses.

AOCI - Accumulated other comprehensive income.

ASU - Accounting Standards Update.

ATM - Automated teller machine.

Bank - Regions Bank.

Basel III - Basel Committee's 2010 Regulatory Capital Framework (Third Accord).

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

Basel III Rules - Final capital rules adopting the Basel III capital framework approved by U.S. federal regulators in 2013.

Basel Committee - Basel Committee on Banking Supervision.

Board - The Company’s Board of Directors.

CCAR - Comprehensive Capital Analysis and Review.

CET1 - Common Equity Tier 1.

CFPB - Consumer Financial Protection Bureau.

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

Company - Regions Financial Corporation and its subsidiaries.

CPI - Consumer price index.

CPR - Constant (or Conditional) prepayment rate.

DPD - Days past due.

DUS - Fannie Mae Delegated Underwriting & Servicing.

EVE - Economic Value of Equity.

Exchange Act - Securities Exchange Act of 1934.

FDIC - The Federal Deposit Insurance Corporation.

Federal Reserve - The Board of Governors of the Federal Reserve System.

FHA - Federal Housing Administration.

FHLB - Federal Home Loan Bank.

FICO - Fair Isaac Corporation.

FICO scores - Personal credit scores based on the model introduced by the Fair Isaac Corporation.

FOMC - Federal Open Market Committee.

GAAP - Generally Accepted Accounting Principles in the US.

GDP - Gross domestic product.

GNMA - Government National Mortgage Association.

HPI - Housing price index.

IRS - Internal Revenue Service.

IRE - Investor Real Estate.

ISDA - International Swaps and Derivatives Association.

LROC - Liquidity Risk Oversight Committee.

LTV - Loan to value.

MBS - Mortgage-backed securities.

MSAs - Metropolitan Statistical Areas.

MSR - Mortgage servicing right.

OAS - Option-adjusted spread.

OCI - Other comprehensive income.

R&S - Reasonable and supportable.

REITs - Real estate investment trust.

SCB - Stress Capital Buffer.

SEC - U.S. Securities and Exchange Commission.

SERP - Supplemental Executive Retirement Plan.

SOFR - Secured Overnight Financing Rate.

U.S. - United States.

U.S. Treasury - The United States Department of the Treasury.

UTB - Unrecognized tax benefits.

VIE - Variable interest entity.

Visa - The Visa, U.S.A. Inc. card association or its affiliates, collectively.

PART I

Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary

This Quarterly Report on Form 10-Q, other periodic reports filed by Regions Financial Corporation under the Securities Exchange Act of 1934, as amended, and any other written or oral statements made by us or on our behalf to analysts, investors, the media and others, may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The terms “Regions,” the “Company,” “we,” “us” and “our” as used herein mean collectively Regions Financial Corporation, a Delaware corporation, together with its subsidiaries when or where appropriate. The words “future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “predicts,” “potential,” “objectives,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “would,” “will,” “may,” “might,” “could,” “should,” “can,” and similar terms, expressions, and graphics often signify forward-looking statements. Forward-looking statements are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. Forward-looking statements are based on management’s current expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, and because they also relate to the future, they are likewise subject to inherent uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. Therefore, we caution you against relying on any of these forward-looking statements. We assume no obligation and do not intend to update or revise any forward-looking statements that are made from time to time, either as a result of future developments, new information or otherwise, except as may be required by law. These risks, uncertainties, and other factors include, but are not limited to, those described below:

• Our businesses have been, and may continue to be, adversely affected by conditions in the financial markets and economic conditions generally.

• Fluctuations in market interest rates, including the level and shape of the yield curve, may adversely affect our performance.

• If we experience greater credit losses in our loan portfolios than anticipated, our earnings may be materially adversely affected.

• Any future reductions in our credit ratings may increase our funding costs and place limitations on business activities.

• Changes in the soundness of other financial institutions could adversely affect us.

• We may suffer losses if the value of collateral declines in stressed market conditions.

• Ineffective liquidity management could adversely affect our financial results and condition.

• Loss of deposits or a change in deposit mix could increase our funding costs.

• We rely on the mortgage secondary market to manage various risks.

• We are at risk of a variety of systems failures or errors and cyber-attacks or other similar incidents that could adversely affect customer experience and our business and financial performance.

• We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding privacy and cybersecurity, which could increase the cost of doing business, compliance risks and potential liability.

• We will continually encounter technological change and must effectively anticipate, develop and implement new technology.

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

• Industry competition, including competition from decentralized finance platforms, cryptocurrencies and blockchain technologies could disrupt our business model and adversely affect our revenues, market share or liquidity.

• Our operations are concentrated primarily in the South, Midwest and Texas, and adverse changes in the economic conditions in this region can adversely affect our financial results and condition.

• Weakness in the residential real estate markets could adversely affect our performance.

• Weakness in the commercial real estate markets could adversely affect our performance.

• Risks associated with home equity products where we are in a second lien position could adversely affect our performance.

• Weakness in commodity businesses could adversely affect our performance.

• An outbreak or escalation of hostilities between countries or within a country or region could have a material adverse effect on the U.S. economy and on our businesses.

• We are subject to a variety of operational risks, including the risk of fraud or theft by internal or external parties, which may adversely affect our business and results of operations.

• We rely on other companies to provide key components of our business infrastructure.

• We depend on the accuracy and completeness of information about clients and counterparties.

• We are exposed to risk of environmental liability when we take title to property.

• We can be negatively affected if we fail to identify and address operational risks associated with the introduction of or changes to products, services and delivery platforms.

• Enhanced regulatory and other standards for the oversight of vendors and other service providers can result in higher costs and other potential exposures.

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

• Weather-related events, pandemics and other natural or man-made disasters could cause a disruption in our operations or lead to other consequences that could adversely impact our financial results and condition. These impacts could be intensified by climate change. Heightening focus on climate change may also carry transition risks that could negatively impact our results of operations and financial condition.

• We are subject to sociopolitical risks that could adversely affect our business, reputation and the trading price of our common stock.

• Damage to our reputation could significantly harm our businesses.

• We are, and may in the future be, subject to litigation, investigations and governmental proceedings that may result in liabilities adversely affecting our financial condition, business or results of operations or in reputational harm.

• We are subject to extensive governmental regulation, which could have an adverse impact on our operations and our business model.

• We are subject to a variety of risks in connection with any sale of loans we may conduct.

• We may be subject to more stringent capital and liquidity requirements.

• Rulemaking changes and regulatory initiatives implemented by the CFPB may result in higher regulatory and compliance costs that may adversely affect our results of operations.

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

• We may not be able to complete future acquisitions, may not be successful in realizing the benefits of any future acquisitions that are completed or may choose not to pursue acquisition opportunities we might find beneficial.

• Increases in FDIC insurance assessments may adversely affect our earnings.

• Unfavorable results from ongoing stress analyses may adversely affect our ability to retain customers or compete for new business opportunities.

• We are a holding company and depend on our subsidiaries for dividends, distributions and other payments.

• We may not pay dividends on shares of our capital stock.

• Anti-takeover and banking laws and certain agreements and charter provisions may adversely affect share value.

• Our amended and restated by-laws designate (i) the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders and (ii) the federal district courts of the United States as the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with our company or our company’s directors, officers or other employees.

• We face substantial legal and operational risks in our safeguarding and other processing of personal information.

• Differences in regulation can affect our ability to compete effectively.

• Our businesses may be adversely affected if we are unable to hire and retain qualified employees.

• Our operations rely on our ability, and the ability of key external parties, to maintain appropriately staffed workforces, and on the competence, trustworthiness, health and safety of employees.

• Our reported financial results depend on management’s selection of accounting methods and certain assumptions and estimates.

• If the models that we use in our business perform poorly or provide inadequate information, our business or results of operations may be adversely affected.

• Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition.

You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible to predict all of them.

See also the reports filed with the SEC, including the discussion under the “Risk Factors” section of Regions’ Annual Report on Form 10-K for the year ended December 31, 2025, and in Regions’ subsequent filings with the SEC.

PART I

FINANCIAL INFORMATION