A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

There are no material changes to the risk factors set forth in Regions' Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

The following table presents information regarding issuer purchases of equity securities during the second quarter of 2026. All of these shares were immediately retired upon repurchase and therefore were not included in treasury stock.

PeriodTotal Number of Shares PurchasedAverage Price Paid per Share**(1)**Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs**(2)**
April 1-30, 20261,197,341$28.251,197,341$2,568,627,176
May 1-31, 2026941,614$27.10941,614$2,543,096,457
June 1-30, 2026—$——$2,543,096,457
Second Quarter 20262,138,955$27.742,138,955$2,543,096,457

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

(2) On December 10, 2025, the Board authorized the repurchase of up to $3.0 billion of the Company's common stock for the period beginning January 1, 2026 and extending through December 31, 2027.

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