rf-20250930

Please wait

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	September 30, 2025

☐

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from

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

Table of Contents

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

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

As of November 3, 2025 there were 876,876,496 shares of the issuer's common stock, par value $.01 per share, outstanding.

Table of Contents

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	14
	Notes to Consolidated Financial Statements	15
	Note 1 "Basis of Presentation"	15
	Note 2 "Variable Interest Entities"	15
	Note 3 "Debt Securities"	16
	Note 4 "Loans and the Allowance for Credit Losses"	19
	Note 5 "Servicing of Financial Assets"	31
	Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)"	33
	Note 7 "Earnings per Common Share"	37
	Note 8 "Pension and Other Postretirement Benefits"	38
	Note 9 "Derivative Financial Instruments and Hedging Activities"	39
	Note 10 "Fair Value Measurements"	43
	Note 11 "Business Segment Information"	45
	Note 12 "Commitments, Contingencies and Guarantees"	48
	Note 13 "Recent Accounting Pronouncements"	50
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	51
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	79
Item 4.	Controls and Procedures	79

Part II. Other Information
Item 1.	Legal Proceedings	80
Item 1A.	Risk Factors	80
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80
Item 5.	Other Information	80
Item 6.	Exhibits	81

Signatures		82

Table of Contents

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.

BHC - Bank Holding Company.

Board - The Company’s Board of Directors.

CAP - Customer Assistance Program.

CCAR - Comprehensive Capital Analysis and Review.

CECL - ASU 2016-13, Measurement of Credit Losses on Financial Instruments ("Current Expected Credit Losses")

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.

Dodd-Frank Act - The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

DPD - Days past due.

DBRS - Dominion Bond Rating Service Morningstar.

DUS - Fannie Mae Delegated Underwriting & Servicing.

EVE - Economic Value of Equity.

FASB - Financial Accounting Standards Board.

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.

Fintechs - Financial Technology Companies.

FOMC - Federal Open Market Committee.

GAAP - Generally Accepted Accounting Principles in the US.

GDP - Gross domestic product.

GNMA - Government National Mortgage Association.

Table of Contents

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.

NM - Not meaningful.

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.

VIE - Variable interest entity.

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

Table of Contents

03PART 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 and expressions 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. These risks, uncertainties and other factors include, but are not limited to, those described below:

•Current and future economic and market conditions in the United States generally or in the communities we serve (in particular the Southeastern United States), including the effects of possible declines in property values, increases in interest rates and unemployment rates, inflation, financial market disruptions and potential reductions of economic growth, which may adversely affect our lending and other businesses and our financial results and conditions.

•Possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations, including tariffs, which could have a material adverse effect on our businesses and our financial results and conditions.

•Changes in market interest rates or capital markets could adversely affect our revenue and expense, the value of assets (such as our portfolio of investment securities) and obligations, as well as the availability and cost of capital and liquidity.

•Volatility and uncertainty about the direction of interest rates and the timing of any changes, which may lead to increased costs for businesses and consumers and potentially contribute to poor business and economic conditions generally.

•Possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans and leases.

•Changes in the speed of loan prepayments, loan origination and sale volumes, charge-offs, credit loss provisions or actual credit losses where our allowance for credit losses may not be adequate to cover our eventual losses.

•Possible acceleration of prepayments on mortgage-backed securities due to declining interest rates, and the related acceleration of premium amortization on those securities.

•Possible changes in consumer and business spending and saving habits and the related effect on our ability to increase assets and to attract deposits, which could adversely affect our net income.

•Loss of customer checking and savings account deposits as customers pursue other, higher-yield investments, or the need to price interest-bearing deposits higher due to competitive forces. Either of these activities could increase our funding costs.

•Possible downgrades in our credit ratings or outlook could, among other negative impacts, increase the costs of funding from capital markets.

•The loss of value of our investment portfolio could negatively impact market perceptions of us.

•Our ability to manage fluctuations in the value of assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support our businesses.

•The effects of social media on market perceptions of us and banks generally.

•The effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally could require us to change certain business practices, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.

•Volatility in the financial services industry (including failures or rumors of failures of other depository institutions), along with actions taken by governmental agencies to address such turmoil, could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital.

Table of Contents

•Our ability to effectively compete with traditional and non-traditional financial services companies, including fintechs, some of which possess greater financial resources than we do or are subject to different regulatory standards than we are.

•Our inability to develop and gain acceptance from current and prospective customers for new products and services and the enhancement of existing products and services to meet customers’ needs and respond to emerging technological trends in a timely manner could have a negative impact on our revenue.

•Our inability to keep pace with technological changes, including those related to the offering of digital banking and financial services, could result in losing business to competitors.

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

•Our ability to execute on our strategic and operational plans, including our ability to fully realize the financial and nonfinancial benefits relating to our strategic initiatives.

•The risks and uncertainties related to our acquisition or divestiture of businesses and risks related to such acquisitions, including that the expected synergies, cost savings and other financial or other benefits may not be realized within expected timeframes, or might be less than projected; and difficulties in integrating acquired businesses.

•The success of our marketing efforts in attracting and retaining customers.

•Our ability to achieve our expense management initiatives.

•Changes in commodity market prices and conditions could adversely affect the cash flows of our borrowers operating in industries that are impacted by changes in commodity prices (including businesses indirectly impacted by commodities prices such as businesses that transport commodities or manufacture equipment used in the production of commodities), which could impair the ability of those borrowers to service any loans outstanding to them and/or reduce demand for loans in those industries.

•The effects of geopolitical instability, including wars, conflicts, civil unrest, and terrorist attacks and the potential impact, directly or indirectly, on our businesses.

•Fraud, theft or other misconduct conducted by external parties, including our customers and business partners, or by our employees.

•Any inaccurate or incomplete information provided to us by our customers or counterparties.

•Inability of our framework to manage risks associated with our businesses, such as credit risk and operational risk, including third-party vendors and other service providers, which inability could, among other things, result in a breach of operating or security systems as a result of a cyber-attack or similar act or failure to deliver our services effectively.

•Our ability to identify and address operational risks associated with the introduction of or changes to products, services, or delivery platforms.

•Dependence on key suppliers or vendors to obtain equipment and other supplies for our businesses on acceptable terms.

•The inability of our internal controls and procedures to prevent, detect or mitigate any material errors or fraudulent acts.

•Our ability to identify and address cyber-security risks such as data security breaches, malware, ransomware, “denial of service” attacks, “hacking” and identity theft, including account take-overs, a failure of which could disrupt our businesses and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage to our systems, increased costs, losses, or adverse effects to our reputation.

•The effects of the failure of any component of our business infrastructure provided by a third party could disrupt our businesses, result in the disclosure of and/or misuse of confidential information or proprietary information, increase our costs, negatively affect our reputation, and cause losses.

•The effects of any developments, changes or actions relating to any litigation or regulatory proceedings brought against us or any of our subsidiaries.

•The costs, including possibly incurring fines, penalties, or other negative effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement actions or other legal actions to which we or any of our subsidiaries are a party, and which may adversely affect our results.

•Changes in laws and regulations affecting our businesses, including legislation and regulations relating to bank products and services, such as changes to debit card interchange fees, special FDIC assessments, any new long-term debt requirements, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, including as a result of the changes in U.S. presidential administration, control of the U.S. Congress, and changes in personnel at the bank regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.

Table of Contents

•Our capital actions, including dividend payments, common stock repurchases, or redemptions of preferred stock, must not cause us to fall below minimum capital ratio requirements, with applicable buffers taken into account, and must comply with other requirements and restrictions under law or imposed by our regulators, which may impact our ability to return capital to shareholders.

•Our ability to comply with stress testing and capital planning requirements (as part of the CCAR process or otherwise) may continue to require a significant investment of our managerial resources due to the importance of such tests and requirements.

•Our ability to comply with applicable capital and liquidity requirements (including, among other things, the Basel III Rules), including our ability to generate capital internally or raise capital on favorable terms, and if we fail to meet requirements, our financial condition and market perceptions of us could be negatively impacted.

•Our ability to recruit and retain talented and experienced personnel to assist in the development, management and operation of our products and services may be affected by changes in laws and regulations in effect from time to time.

•Our ability to receive dividends from our subsidiaries, in particular Regions Bank, could affect our liquidity and ability to pay dividends to shareholders.

•Fluctuations in the price of our common stock and inability to complete stock repurchases in the time frame and/or on the terms anticipated.

•The effects of anti-takeover laws and exclusive forum provision in our certificate of incorporation and bylaws.

•The effect of new tax legislation and/or interpretation of existing tax law, which may impact our earnings, capital ratios and our ability to return capital to shareholders.

•Changes in accounting policies or procedures as may be required by the FASB or other regulatory agencies could materially affect our financial statements and how we report those results, and expectations and preliminary analyses relating to how such changes will affect our financial results could prove incorrect.

•Any impairment of our goodwill or other intangibles, any repricing of assets or any adjustment of valuation allowances on our deferred tax assets due to changes in tax law, adverse changes in the economic environment declining operations of the reporting unit or other factors.

•The effects of man-made and natural disasters, including fires, floods, droughts, tornadoes, hurricanes and environmental damage (especially in the Southeastern United States), which may negatively affect our operations and/or our loan portfolios and increase our cost of conducting business. The severity and frequency of future earthquakes, fires, hurricanes, tornadoes, droughts, floods and other weather-related events are difficult to predict and may be exacerbated by global climate change.

•The impact of pandemics on our businesses, operations and financial results and conditions. The duration and severity of any pandemic as well as government actions or other restrictions in connection with such events could disrupt the global economy, adversely affect our capital and liquidity position, impair the ability of borrowers to repay outstanding loans and increase our allowance for credit losses, impair collateral values and result in lost revenue or additional expenses.

•The effects of any damage to our reputation resulting from developments related to any of the items identified above.

•Other risks identified from time to time in reports that we file with the SEC.

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. 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.

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, 2024 and in Regions’ subsequent filings with the SEC.

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)


	September 30, 2025		December 31, 2024
	(In millions, except per share data)
Assets
Cash and due from banks	$	3,073	$	2,893
Interest-bearing deposits in other banks	9,026		7,819

Debt securities held to maturity (estimated fair value of $5,716 and $4,226, respectively)	5,769		4,427
Debt securities available for sale (amortized cost of $27,650 and $28,183, respectively)	26,886		26,224
Loans held for sale (includes $267 and $234 measured at fair value, respectively)	573		594
Loans, net of unearned income	96,125		96,727
Allowance for loan losses	(1,581)		(1,613)
Net loans	94,544		95,114
Other earning assets	1,513		1,616
Premises, equipment and software, net	1,742		1,673
Interest receivable	574		572
Goodwill	5,733		5,733
Residential mortgage servicing rights at fair value	976		1,007
Other identifiable intangible assets, net	146		169
Other assets	9,385		9,461
Total assets	$	159,940	$	157,302
Liabilities and Equity
Deposits:
Non-interest-bearing	$	39,768	$	39,138
Interest-bearing	90,566		88,465
Total deposits	130,334		127,603
Borrowed funds:



Short-term borrowings	1,300		500
Long-term borrowings	4,785		5,993
Total borrowed funds	6,085		6,493
Other liabilities	4,426		5,296
Total liabilities	140,845		139,392
Equity:
Preferred stock, authorized 10 million shares, par value $1.00 per share:
Non-cumulative perpetual, including related surplus, net of issuance costs; issued—1,400,000 shares and 1,403,500, respectively	1,369		1,715
Common stock, authorized 3 billion shares, par value $0.01 per share:
Issued including treasury stock—925,183,444 and 949,510,334 shares, respectively	9		9
Additional paid-in capital	10,780		11,394
Retained earnings	9,922		9,060
Treasury stock, at cost— 41,032,676 shares	(1,371)		(1,371)
Accumulated other comprehensive income (loss), net	(1,660)		(2,928)
Total shareholders’ equity	19,049		17,879
Noncontrolling interest	46		31
Total equity	19,095		17,910
Total liabilities and equity	$	159,940	$	157,302

See notes to consolidated financial statements.

Table of Contents

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


	Three Months Ended September 30				Nine Months Ended September 30
	2025		2024		2025		2024
	(In millions, except per share data)
Interest income on:
Loans, including fees	$	1,386	$	1,463	$	4,105	$	4,316
Debt securities	293		241		845		669
Loans held for sale	9		11		26		28
Other earning assets	108		105		329		293
Total interest income	1,796		1,820		5,305		5,306
Interest expense on:
Deposits	456		507		1,345		1,504
Short-term borrowings	8		10		13		24
Long-term borrowings	75		85		237		190
Total interest expense	539		602		1,595		1,718


Net interest income	1,257		1,218		3,710		3,588
Provision for credit losses	105		113		355		367
Net interest income after provision for credit losses	1,152		1,105		3,355		3,221
Non-interest income:
Service charges on deposit accounts	160		158		472		457
Card and ATM fees	122		118		364		354
Investment management and trust fee income	91		85		267		249
Capital markets income	104		92		267		251
Mortgage income	38		36		126		111
Securities gains (losses), net	(27)		(78)		(53)		(178)
Other	171		161		452		436
Total non-interest income	659		572		1,895		1,680
Non-interest expense:
Salaries and employee benefits	671		645		1,954		1,912
Equipment and software expense	106		101		309		302
Net occupancy expense	72		69		214		211
Other	254		254		738		779
Total non-interest expense	1,103		1,069		3,215		3,204
Income before income taxes	708		608		2,035		1,697
Income tax expense	139		118		413		338





Net income	$	569	$	490	$	1,622	$	1,359

Net income available to common shareholders	$	548	$	446	$	1,547	$	1,266
Weighted-average number of shares outstanding:
Basic	890		914		898		917
Diluted	894		918		902		919



Earnings per common share:
Basic	$	0.62	$	0.49	$	1.72	$	1.38
Diluted	0.61		0.49		1.72		1.38

See notes to consolidated financial statements.

Table of Contents

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)


	Three Months Ended September 30
	2025		2024
	(In millions)
Net income	$	569	$	490
Other comprehensive income, 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 zero and ($111) tax effect, respectively)	—		(325)
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($4) and zero tax effect, respectively)	(9)		(1)
Net change in unrealized losses on securities transferred to held to maturity, net of tax	9		(324)
Unrealized gains (losses) on securities available for sale:
Unrealized losses on securities transferred to held to maturity during the period (net of zero and $111 tax effect, respectively	—		325
Unrealized holding gains (losses) arising during the period (net of $72 and $298 tax effect, respectively)	215		870
Less: reclassification adjustments for securities gains (losses) realized in net income (net of ($7) and ($20) tax effect, respectively)	(20)		(58)
Net change in unrealized gains (losses) on securities available for sale, net of tax	235		1,253
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivative instruments arising during the period (net of $4 and $121 tax effect, respectively)	9		354
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($16) and ($28) tax effect, respectively)	(49)		(82)
Net change in unrealized gains (losses) on derivative instruments, net of tax	58		436
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 ($1) tax effect, respectively)	(5)		(6)
Net change from defined benefit pension plans and other post employment benefits, net of tax	5		6
Other comprehensive income, net of tax	307		1,371
Comprehensive income	$	876	$	1,861


	Nine Months Ended September 30
	2025		2024
	(In millions)
Net income	$	1,622	$	1,359
Other comprehensive income, 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 ($111) tax effect, respectively)	(170)		(325)
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($22) and zero tax effect, respectively)	(56)		(2)
Net change in unrealized losses on securities transferred to held to maturity, net of tax	(114)		(323)
Unrealized gains (losses) on securities available for sale:
Unrealized losses on securities transferred to held to maturity during the period (net of $57 and $111 tax effect, respectively)	170		325
Unrealized holding gains (losses) arising during the period (net of $228 and $193 tax effect, respectively)	687		560
Less: reclassification adjustments for securities gains (losses) realized in net income (net of ($13) and ($45), respectively)	(40)		(133)
Net change in unrealized gains (losses) on securities available for sale, net of tax	897		1,018
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivative instruments arising during the period (net of $109 and ($16) tax effect, respectively)	318		(46)
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($48) and ($88) tax effect, respectively)	(144)		(255)
Net change in unrealized gains (losses) on derivative instruments, net of tax	462		209
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 ($4) and($5) tax effect, respectively)	(14)		(14)
Net change from defined benefit pension plans and other post employment benefits, net of tax	14		14
Other comprehensive income, net of tax	1,259		918
Comprehensive income	$	2,881	$	2,277

See notes to consolidated financial statements.

Table of Contents

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited),


	Shareholders' Equity
	Preferred Stock			Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock, At Cost		Accumulated Other Comprehensive Income (Loss), Net		Total		Non- controlling Interest
	Shares	Amount		Shares	Amount
	(In millions, except per share data)
BALANCE AT JANUARY 1, 2024	2	$	1,659	924	$	10	$	11,757	$	8,186	$	(1,371)	$	(2,812)	$	17,429	$	64
Cumulative effect from change in accounting guidance	—	—		—	—		—		(5)		—		—		(5)		—
Net income	—	—		—	—		—		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, 2024	2	$	1,659	918	$	10	$	11,666	$	8,304	$	(1,371)	$	(3,224)	$	17,044	$	34

BALANCE AT APRIL 1, 2024	2	$	1,659	918	$	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, 2024	2	$	1,659	915	$	10	$	11,575	$	8,561	$	(1,371)	$	(3,265)	$	17,169	$	33

BALANCE AT JULY 1, 2024	2	$	1,659	915	$	10	$	11,575	$	8,561	$	(1,371)	$	(3,265)	$	17,169	$	33

Net income	—	—		—	—		—		490		—		—		490		—
Other comprehensive income, net of tax	—	—		—	—		—		—		—		1,371		1,371		—
Cash dividends declared	—	—		—	—		—		(229)		—		—		(229)		—
Preferred stock dividends	—	—		—	—		—		(29)		—		—		(29)		—
Net proceeds from issuance of Series F preferred stock	—	489		—	—		—		—		—		—		489		—
Redemption of Series B preferred stock	—	(433)		—	—		(52)		(15)		—		—		(500)		—
Impact of common stock share repurchases	—	—		(4)	—		(101)		—		—		—		(101)		—
Impact of common stock transactions under compensation plans, net	—	—		—	—		16		—		—		—		16		—
Other	—	—		—	—		—		—		—		—		—		18
BALANCE AT SEPTEMBER 30, 2024	2	$	1,715	911	$	10	$	11,438	$	8,778	$	(1,371)	$	(1,894)	$	18,676	$	51

Table of Contents


	Shareholders' Equity
	Preferred Stock			Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock, At Cost		Accumulated Other Comprehensive Income (Loss), Net		Total		Non- controlling Interest
	Shares	Amount		Shares	Amount
	(In millions, except per share data)
BALANCE AT JANUARY 1, 2025	2	$	1,715	909	$	9	$	11,394	$	9,060	$	(1,371)	$	(2,928)	$	17,879	$	31

Net income	—	—		—	—		—		490		—		—		490		—
Other comprehensive income, net of tax	—	—		—	—		—		—		—		636		636		—
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	—	—		—	—		—		—		—		9		9		6
BALANCE AT MARCH 31, 2025	2	$	1,715	899	$	9	$	11,161	$	9,299	$	(1,371)	$	(2,283)	$	18,530	$	37

BALANCE AT APRIL 1, 2025	2	$	1,715	899	$	9	$	11,161	$	9,299	$	(1,371)	$	(2,283)	$	18,530	$	37

Net income	—	—		—	—		—		563		—		—		563		—
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		—		316		316		—
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, 2025	1	$	1,369	894	$	9	$	11,017	$	9,609	$	(1,371)	$	(1,967)	$	18,666	$	40

BALANCE AT JULY 1, 2025	1	$	1,369	894	$	9	$	11,017	$	9,609	$	(1,371)	$	(1,967)	$	18,666	$	40

Net income	—	—		—	—		—		569		—		—		569		—
Other comprehensive income, net of tax	—	—		—	—		—		—		—		307		307		—
Cash dividends declared	—	—		—	—		—		(235)		—		—		(235)		—
Preferred stock dividends	—	—		—	—		—		(21)		—		—		(21)		—
Impact of common stock share repurchases	—	—		(10)	—		(251)		—		—		—		(251)		—
Impact of common stock transactions under compensation plans, net	—	—		1	—		14		—		—		—		14		—
Other	—	—		—	—		—		—		—		—		—		6
BALANCE AT SEPTEMBER 30, 2025	1	$	1,369	885	$	9	$	10,780	$	9,922	$	(1,371)	$	(1,660)	$	19,049	$	46

See notes to consolidated financial statements.

Table of Contents

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Nine Months Ended September 30
	2025		2024
	(In millions)
Operating activities:
Net income	$	1,622	$	1,359
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses	355		367
Depreciation, amortization and accretion, net	62		123

Securities (gains) losses, net	53		178

Deferred income tax expense	105		33
Originations and purchases of loans held for sale	(4,034)		(4,443)
Proceeds from sales of loans held for sale	4,177		4,347

(Gain) loss on sale of loans, net	(44)		(43)


Net change in operating assets and liabilities:
Other earning assets	103		(208)
Interest receivable and other assets	282		332
Other liabilities	(173)		(306)
Other	(8)		79
Net cash from operating activities	2,500		1,818
Investing activities:
Proceeds from maturities of debt securities held to maturity	499		31
Proceeds from sales of debt securities available for sale	1,239		3,825
Proceeds from maturities of debt securities available for sale	2,579		2,356
Purchases of debt securities available for sale	(5,949)		(8,074)
Net (payments for) proceeds from bank-owned life insurance	4		14

Proceeds from sales of loans	470		73
Purchases of loans	(307)		(536)
Net change in loans	56		1,792
Purchases of mortgage servicing rights	(27)		(137)
Net purchases of other assets	(200)		(104)


Net cash from investing activities	(1,636)		(760)
Financing activities:
Net change in deposits	2,731		(1,412)
Net change in short-term borrowings	800		1,500
Proceeds from long-term borrowings	—		3,740
Payments on long-term borrowings	(1,250)		(100)

Cash dividends on common stock	(677)		(662)
Cash dividends on preferred stock	(71)		(78)
Net proceeds from issuance of preferred stock	—		489
Payment for redemption of preferred stock	(350)		(500)
Repurchases of common stock	(637)		(290)
Taxes paid related to net share settlement of equity awards	(23)		(25)

Net cash from financing activities	523		2,662
Net change in cash and cash equivalents	1,387		3,720
Cash and cash equivalents at beginning of year	10,712		6,801
Cash and cash equivalents at end of period	$	12,099	$	10,521

See notes to consolidated financial statements.

Table of Contents

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 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:


	September 30, 2025		December 31, 2024
	(In millions)
Tax credit investments included in other assets	$	1,473	$	1,471
Unfunded tax credit commitments included in other liabilities	485		590
Loans and letters of credit commitments	545		663
Funded portion of loans and letters of credit commitments	311		336


	Three Months Ended September 30				Nine Months Ended September 30
	2025		2024		2025		2024
	(In millions)
Tax credits and other tax benefits recognized	$	57	$	59	$	169	$	175
Tax credit amortization expense included in income tax expense	47		49		142		142

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, these investments are not consolidated. At September 30, 2025 and December 31, 2024, the value of Regions’ general partnership interest in affordable housing investments was immaterial.

Table of Contents

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:


	September 30, 2025
			Recognized in OCI (1)						Not recognized in OCI
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In millions)
Debt securities held to maturity:


Mortgage-backed securities:
Residential agency	$	6,252	$	—	$	(892)	$	5,360	$	18	$	(63)	$	5,315
Commercial agency	409		—		—		409		—		(8)		401
	$	6,661	$	—	$	(892)	$	5,769	$	18	$	(71)	$	5,716

Debt securities available for sale:
U.S. Treasury securities	$	2,316	$	9	$	(59)	$	2,266					$	2,266
Federal agency securities	614		5		(9)		610						610
Obligations of states and political subdivisions	2		—		—		2						2
Mortgage-backed securities:
Residential agency	19,299		185		(765)		18,719						18,719

Commercial agency	4,865		29		(152)		4,742						4,742
Commercial non-agency	92		—		(9)		83						83
Corporate and other debt securities	462		6		(4)		464						464


	$	27,650	$	234	$	(998)	$	26,886					$	26,886


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


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

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

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

_________

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

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

Table of Contents

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

Debt securities with carrying values of $21.0 billion and $20.9 billion at September 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 September 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 Cost		Estimated Fair Value
	(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency	$	6,252	$	5,315
Commercial agency	409		401
	$	6,661	$	5,716
Debt securities available for sale:
Due in one year or less	$	316	$	313
Due after one year through five years	1,926		1,897
Due after five years through ten years	1,079		1,061
Due after ten years	73		71
Mortgage-backed securities:
Residential agency	19,299		18,719

Commercial agency	4,865		4,742
Commercial non-agency	92		83
	$	27,650	$	26,886

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 September 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.


	September 30, 2025
	Less Than Twelve Months				Twelve Months or More				Total
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
	(In millions)
Debt securities held to maturity:

Mortgage-backed securities:
Residential agency	$	197	$	(1)	$	5,118	$	(937)	$	5,315	$	(938)
Commercial agency	—		—		401		(8)		401		(8)
	$	197	$	(1)	$	5,519	$	(945)	$	5,716	$	(946)

Debt securities available for sale:
U.S Treasury securities	$	551	$	(7)	$	1,031	$	(52)	$	1,582	$	(59)
Federal agency securities	234		(1)		138		(8)		372		(9)
Mortgage-backed securities:
Residential agency	1,193		(13)		8,144		(752)		9,337		(765)

Commercial agency	—		—		2,430		(152)		2,430		(152)
Commercial non-agency	—		—		84		(9)		84		(9)
Corporate and other debt securities	—		—		182		(4)		182		(4)
	$	1,978	$	(21)	$	12,009	$	(977)	$	13,987	$	(998)

Table of Contents


	December 31, 2024
	Less Than Twelve Months				Twelve Months or More				Total
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
	(In millions)
Debt securities 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 securities	155		(3)		195		(14)		350		(17)
Mortgage-backed securities:
Residential agency	8,012		(203)		9,605		(1,354)		17,617		(1,557)

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

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

The number of individual debt security positions in an unrealized loss position in the tables above decreased to 1,405 at September 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 September 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.

The following table presents gross realized gains and gross realized losses on sales of debt securities available for sale.


	Three Months Ended September 30				Nine Months Ended September 30
	2025		2024		2025		2024
	(In millions)
Gross realized gains	$	—	$	14	$	1	$	14
Gross realized losses	(27)		(92)		(54)		(192)
Securities gains (losses), net	$	(27)	$	(78)	$	(53)	$	(178)

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 nine months ended September 30, 2025 and 2024.

Table of Contents

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:


	September 30, 2025		December 31, 2024
	(In millions)
Commercial and industrial	$	49,234	$	49,671
Commercial real estate mortgage—owner-occupied	4,835		4,841
Commercial real estate construction—owner-occupied	285		333
Total commercial	54,354		54,845
Commercial investor real estate mortgage	7,122		6,567
Commercial investor real estate construction	1,948		2,143
Total investor real estate	9,070		8,710
Residential first mortgage	19,881		20,094
Home equity lines	3,209		3,150
Home equity loans	2,340		2,390
Consumer credit card	1,437		1,445

Other consumer (1)	5,834		6,093
Total consumer	32,701		33,172
Total loans, net of unearned income	$	96,125	$	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 nine months ended September 30, 2025, and 2024.



	Three Months Ended September 30, 2025
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, July 1, 2025	$	747	$	234	$	631	$	1,612

Provision for loan losses	86		(47)		65		104

Loan losses:
Charge-offs	(58)		(34)		(68)		(160)
Recoveries	11		2		12		25
Net loan losses	(47)		(32)		(56)		(135)
Allowance for loan losses, September 30, 2025	786		155		640		1,581
Reserve for unfunded credit commitments, July 1, 2025	99		13		19		131
Provision for unfunded credit commitments	3		(3)		1		1
Reserve for unfunded credit commitments, September 30, 2025	102		10		20		132
Allowance for credit losses, September 30, 2025	$	888	$	165	$	660	$	1,713

Table of Contents



	Three Months Ended September 30, 2024
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, July 1, 2024	$	736	$	233	$	652	$	1,621


Provision for loan losses	47		10		46		103

Loan losses:
Charge-offs	(71)		(12)		(60)		(143)
Recoveries	15		—		11		26
Net loan losses	(56)		(12)		(49)		(117)
Allowance for loan losses, September 30, 2024	727		231		649		1,607

Reserve for unfunded credit commitments, July 1, 2024	85		8		18		111
Provision for unfunded credit commitments	8		2		—		10
Reserve for unfunded credit commitments, September 30, 2024	93		10		18		121
Allowance for credit losses, September 30, 2024	$	820	$	241	$	667	$	1,728



	Nine Months Ended September 30, 2025
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, January 1, 2025	$	743	$	240	$	630	$	1,613



Provision for loan losses	197		(29)		171		339
Loan losses:
Charge-offs	(187)		(58)		(193)		(438)
Recoveries	33		2		32		67
Net loan losses	(154)		(56)		(161)		(371)
Allowance for loan losses, September 30, 2025	786		155		640		1,581


Reserve for unfunded credit commitments, January 1, 2025	91		7		18		116
Provision for (benefit from) unfunded credit losses	11		3		2		16
Reserve for unfunded credit commitments, September 30, 2025	102		10		20		132
Allowance for credit losses, September 30, 2025	$	888	$	165	$	660	$	1,713



	Nine Months Ended September 30, 2024
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, January 1, 2024	$	722	$	192	$	662	$	1,576


Provision for loan losses	166		54		150		370
Loan losses:
Charge-offs	(194)		(17)		(196)		(407)
Recoveries	33		2		33		68
Net loan losses	(161)		(15)		(163)		(339)
Allowance for loan losses, September 30, 2024	727		231		649		1,607
Reserve for unfunded credit commitments, January 1, 2024	92		13		19		124
Provision for (benefit from) unfunded credit losses	1		(3)		(1)		(3)
Reserve for unfunded credit commitments, September 30, 2024	93		10		18		121
Allowance for credit losses, September 30, 2024	$	820	$	241	$	667	$	1,728

Table of Contents

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 September 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.


	September 30, 2025
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total

	2025		2024		2023		2022		2021		Prior
	(In millions)
Commercial and industrial:
Risk rating:
Pass	$	7,784	$	6,535	$	3,131	$	4,193	$	2,100	$	3,762	$	19,381	$	—	$	301	$	47,187
Special Mention	43		57		182		45		35		12		232		—		—		606
Substandard Accrual	111		54		155		159		14		17		407		—		—		917
Non-accrual	48		96		126		44		33		29		148		—		—		524
Total commercial and industrial	$	7,986	$	6,742	$	3,594	$	4,441	$	2,182	$	3,820	$	20,168	$	—	$	301	$	49,234

Commercial real estate mortgage—owner-occupied:
Risk rating:
Pass	$	554	$	720	$	614	$	750	$	690	$	1,053	$	111	$	—	$	(6)	$	4,486
Special Mention	4		7		6		39		28		58		1		—		—		143
Substandard Accrual	31		26		12		21		35		37		3		—		—		165
Non-accrual	1		3		2		3		13		19		—		—		—		41
Total commercial real estate mortgage—owner-occupied:	$	590	$	756	$	634	$	813	$	766	$	1,167	$	115	$	—	$	(6)	$	4,835

Commercial real estate construction—owner-occupied:
Risk rating:
Pass	$	63	$	42	$	33	$	31	$	23	$	46	$	13	$	—	$	—	$	251
Special Mention	—		8		—		8		—		—		—		—		—		16
Substandard Accrual	5		10		—		—		—		2		—		—		—		17
Non-accrual	—		—		—		—		—		1		—		—		—		1
Total commercial real estate construction—owner-occupied:	$	68	$	60	$	33	$	39	$	23	$	49	$	13	$	—	$	—	$	285

Total commercial	$	8,644	$	7,558	$	4,261	$	5,293	$	2,971	$	5,036	$	20,296	$	—	$	295	$	54,354

Table of Contents


	September 30, 2025
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total

	2025		2024		2023		2022		2021		Prior
	(In millions)

Commercial investor real estate mortgage:
Risk rating:
Pass	$	2,192	$	1,010	$	591	$	1,063	$	367	$	203	$	521	$	—	$	(5)	$	5,942
Special Mention	157		—		98		178		3		2		—		—		—		438
Substandard Accrual	216		46		—		160		98		28		57		—		—		605
Non-accrual	15		69		—		44		—		9		—		—		—		137
Total commercial investor real estate mortgage	$	2,580	$	1,125	$	689	$	1,445	$	468	$	242	$	578	$	—	$	(5)	$	7,122

Commercial investor real estate construction:
Risk rating:
Pass	$	180	$	528	$	301	$	177	$	—	$	1	$	700	$	—	$	(11)	$	1,876
Special Mention	—		7		—		42		—		—		—		—		—		49
Substandard Accrual	—		—		—		—		—		—		23		—		—		23
Non-accrual	—		—		—		—		—		—		—		—		—		—
Total commercial investor real estate construction	$	180	$	535	$	301	$	219	$	—	$	1	$	723	$	—	$	(11)	$	1,948

Total investor real estate	$	2,760	$	1,660	$	990	$	1,664	$	468	$	243	$	1,301	$	—	$	(16)	$	9,070

Residential first mortgage:
FICO scores:
Above 720	$	932	$	1,212	$	1,799	$	2,578	$	3,785	$	6,132	$	—	$	—	$	—	$	16,438
681-720	72		95		160		207		255		471		—		—		—		1,260
620-680	35		49		80		124		138		372		—		—		—		798
Below 620	6		38		97		164		169		534		—		—		—		1,008
Data not available	25		27		15		14		31		93		2		—		170		377
Total residential first mortgage	$	1,070	$	1,421	$	2,151	$	3,087	$	4,378	$	7,602	$	2	$	—	$	170	$	19,881
Home equity lines:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	—	$	2,425	$	59	—		$	2,484
681-720	—		—		—		—		—		—		343		12		—		355
620-680	—		—		—		—		—		—		198		14		—		212
Below 620	—		—		—		—		—		—		116		9		—		125
Data not available	—		—		—		—		—		—		1		—		32		33
Total home equity lines	$	—	$	—	$	—	$	—	$	—	$	—	$	3,083	$	94	$	32	$	3,209

Home equity loans:
FICO scores:
Above 720	$	245	$	277	$	217	$	267	$	286	$	524	$	—	$	—	$	—	$	1,816
681-720	46		44		34		43		33		62		—		—		—		262
620-680	14		20		19		22		21		54		—		—		—		150
Below 620	1		8		13		16		16		43		—		—		—		97
Data not available	—		—		—		—		—		—		—		—		15		15
Total home equity loans	$	306	$	349	$	283	$	348	$	356	$	683	$	—	$	—	$	15	$	2,340

Consumer credit card:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	—	$	820	$	—	$	—	$	820
681-720	—		—		—		—		—		—		276		—		—		276
620-680	—		—		—		—		—		—		238		—		—		238
Below 620	—		—		—		—		—		—		119		—		—		119
Data not available	—		—		—		—		—		—		5		—		(21)		(16)
Total consumer credit card	$	—	$	—	$	—	$	—	$	—	$	—	$	1,458	$	—	$	(21)	$	1,437

Table of Contents


	September 30, 2025
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total

	2025		2024		2023		2022		2021		Prior
	(In millions)
Other consumer(2):
FICO scores:
Above 720	$	577	$	671	$	841	$	1,167	$	352	$	362	$	113	$	—	$	—	$	4,083
681-720	94		117		150		232		77		66		60		—		—		796
620-680	47		69		85		163		53		46		48		—		—		511
Below 620	10		25		49		109		36		28		31		—		—		288
Data not available	79		3		4		9		5		143		—		—		(87)		156
Total other consumer	$	807	$	885	$	1,129	$	1,680	$	523	$	645	$	252	$	—	$	(87)	$	5,834

Total consumer loans	$	2,183	$	2,655	$	3,563	$	5,115	$	5,257	$	8,930	$	4,795	$	94	$	109	$	32,701

Total Loans	$	13,587	$	11,873	$	8,814	$	12,072	$	8,696	$	14,209	$	26,392	$	94	$	388	$	96,125



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

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

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

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

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

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

Table of Contents



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

	2024		2023		2022		2021		2020		Prior

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

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

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

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

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

Table of Contents



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

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

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

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

________

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

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

The following tables present gross charge-offs by vintage year for the nine months ended September 30, 2025 and 2024.


	Nine Months Ended September 30, 2025
	Term Loans												Revolving Loans		Total
	2025		2024		2023		2022		2021		Prior
	(In millions)
Commercial and industrial	$	1	$	22	$	26	$	51	$	8	$	2	$	74	$	184
Commercial real estate mortgage—owner-occupied	—		—		—		—		1		2		—		3

Total commercial	1		22		26		51		9		4		74		187
Commercial investor real estate mortgage	3		19		23		7		—		5		1		58

Total investor real estate	3		19		23		7		—		5		1		58
Residential first mortgage	—		—		—		2		—		—		—		2
Home equity lines	—		—		—		—		—		—		1		1

Consumer credit card	—		—		—		—		—		—		50		50

Other consumer(1)	32		20		20		34		12		14		8		140
Total consumer	32		20		20		36		12		14		59		193
Total gross charge-offs	$	36	$	61	$	69	$	94	$	21	$	23	$	134	$	438


	Nine Months Ended September 30, 2024
	Term Loans												Revolving Loans		Total
	2024		2023		2022		2021		2020		Prior
	(In millions)
Commercial and industrial	$	6	$	52	$	51	$	12	$	6	$	9	$	56	$	192
Commercial real estate mortgage—owner-occupied	—		—		—		1		—		1		—		2

Total commercial	6		52		51		13		6		10		56		194
Commercial investor real estate mortgage	—		—		6		5		—		6		—		17

Total investor real estate	—		—		6		5		—		6		—		17
Residential first mortgage	—		—		—		—		—		1		—		1
Home equity lines	—		—		—		—		—		—		3		3

Consumer credit card	—		—		—		—		—		—		47		47

Other consumer(1)	28		30		46		15		7		12		7		145
Total consumer	28		30		46		15		7		13		57		196
Total gross charge-offs	$	34	$	82	$	103	$	33	$	13	$	29	$	113	$	407

______

(1)Other consumer class includes overdraft gross charge-offs. The majority of overdraft gross charge-offs for the nine months ended September 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.

Table of Contents

AGING AND NON-ACCRUAL ANALYSIS

The following tables include an aging analysis of DPD and loans on non-accrual status for each portfolio segment and class as of September 30, 2025 and December 31, 2024. Loans on non-accrual status with no related allowance totaled $173 million and $119 million and were comprised of commercial and investor real estate loans at September 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.


	September 30, 2025
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	43	$	20	$	4	$	67	$	48,710	$	524	$	49,234
Commercial real estate mortgage—owner-occupied	7		3		2		12		4,794		41		4,835
Commercial real estate construction—owner-occupied	—		—		—		—		284		1		285
Total commercial	50		23		6		79		53,788		566		54,354
Commercial investor real estate mortgage	28		—		—		28		6,985		137		7,122
Commercial investor real estate construction	—		—		—		—		1,948		—		1,948
Total investor real estate	28		—		—		28		8,933		137		9,070
Residential first mortgage	119		75		132		326		19,857		24		19,881
Home equity lines	20		8		14		42		3,185		24		3,209
Home equity loans	9		5		7		21		2,333		7		2,340
Consumer credit card	12		8		20		40		1,437		—		1,437

Other consumer(1)	44		24		23		91		5,834		—		5,834
Total consumer	204		120		196		520		32,646		55		32,701
	$	282	$	143	$	202	$	627	$	95,367	$	758	$	96,125


	December 31, 2024
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	51	$	18	$	7	$	76	$	49,263	$	408	$	49,671
Commercial real estate mortgage—owner-occupied	4		1		1		6		4,804		37		4,841
Commercial real estate construction—owner-occupied	—		—		—		—		328		5		333
Total commercial	55		19		8		82		54,395		450		54,845
Commercial investor real estate mortgage	—		—		—		—		6,144		423		6,567
Commercial investor real estate construction	—		—		—		—		2,143		—		2,143
Total investor real estate	—		—		—		—		8,287		423		8,710
Residential first mortgage	139		78		143		360		20,071		23		20,094
Home equity lines	15		9		16		40		3,124		26		3,150
Home equity loans	11		6		7		24		2,384		6		2,390
Consumer credit card	11		9		20		40		1,445		—		1,445

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

_____

At September 30, 2025 and December 31, 2024, the Company had collateral-dependent commercial loans of $381 million and $264 million, respectively. At September 30, 2025 and December 31, 2024, the Company had collateral-dependent investor real estate loans of $134 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 September 30, 2025 and December 31, 2024, the Company had collateral-dependent residential mortgage and home equity loans and lines totaling $117 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.

Table of Contents

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 nine months ended September 30, 2025 and 2024.



		Three Months Ended September 30, 2025
	Term Extension					Term Extension and Interest Rate Modification					Total
		$		%(1)			$		%(1)			$		%(1)
		(Dollars in millions)
Commercial and industrial		$	27	0.06	%		$	—	—	%		$	27	0.06	%
Commercial real estate mortgage—owner-occupied		3		0.05	%		—		—	%		3		0.05	%

Total commercial		30		0.05	%		—		—	%		30		0.06	%



Residential first mortgage		50		0.25	%		5		0.02	%		55		0.28	%
Home equity lines		—		—	%		2		0.05	%		2		0.05	%
Home equity loans		1		0.03	%		1		0.06	%		2		0.09	%



Total consumer		51		0.15	%		8		0.02	%		59		0.18	%
Total		$	81	0.08	%		$	8	0.01	%		$	89	0.09	%



		Three Months Ended September 30, 2024
	Term Extension					Payment Deferral					Term Extension and Interest Rate Modification					Other	Total
		$		%(1)			$		%(1)			$		%(1)				$		%(1)		$		%(1)
		(Dollars in millions)
Commercial and industrial		$	21	0.04	%		$	—	—	%		$	33	0.07	%			$	—	—	%	$	54	0.11	%
Commercial real estate mortgage—owner-occupied		2		0.04	%		—		—	%		—		—	%			—		—	%	2		0.04	%

Total commercial		23		0.04	%		—		—	%		33		0.06	%			—		—	%	56		0.10	%
Commercial investor real estate mortgage		72		1.10	%		—		—	%		—		—	%			29		0.44	%	101		1.54	%

Total investor real estate		72		0.82	%		—		—	%		—		—	%			29		0.33	%	101		1.14	%
Residential first mortgage		37		0.18	%		1		0.01	%		2		0.01	%			—		—	%	40		0.20	%
Home equity lines		—		—	%		—		—	%		4		0.13	%			—		—	%	4		0.13	%
Home equity loans		1		0.05	%		—		—	%		2		0.08	%			—		—	%	3		0.13	%



Total consumer		38		0.11	%		1		—	%		8		0.02	%			—		—	%	47		0.14	%
Total		$	133	0.14	%		$	1	—	%		$	41	0.04	%			$	29	0.03	%	$	204	0.21	%

Table of Contents



	Nine Months Ended September 30, 2025
	Term Extension				Payment Deferral					Term Extension and Interest Rate Modification					Total
	$		%(1)			$		%(1)			$		%(1)			$		%(1)
	(Dollars in millions)
Commercial and industrial	$	105	0.21	%		$	—	—	%		$	—	—	%		$	105	0.21	%
Commercial real estate mortgage—owner-occupied	3		0.07	%		—		—	%		—		—	%		3		0.07	%

Total commercial	108		0.20	%		—		—	%		—		—	%		108		0.20	%
Commercial investor real estate mortgage	77		1.07	%		—		—	%		—		—	%		77		1.07	%

Total investor real estate	77		0.84	%		—		—	%		—		—	%		77		0.84	%
Residential first mortgage	162		0.81	%		3		0.01	%		14		0.07	%		179		0.90	%
Home equity lines	1		0.02	%		—		—	%		5		0.14	%		6		0.17	%
Home equity loans	3		0.11	%		—		—	%		4		0.19	%		7		0.30	%



Total consumer	166		0.51	%		3		0.01	%		23		0.07	%		192		0.58	%
Total	$	351	0.36	%		$	3	—	%		$	23	0.02	%		$	377	0.39	%



	Nine Months Ended September 30, 2024
	Term Extension				Payment Deferral					Term Extension and Interest Rate Modification					Other	Total
	$		%(1)			$		%(1)			$		%(1)				$		%(1)		$		%(1)
	(Dollars in millions)
Commercial and industrial	$	51	0.10	%		$	—	—	%		$	33	0.07	%			$	—	—	%	$	84	0.17	%
Commercial real estate mortgage—owner-occupied	4		0.08	%		—		—	%		—		—	%			—		—	%	4		0.09	%

Total commercial	55		0.10	%		—		—	%		33		0.06	%			—		—	%	88		0.16	%
Commercial investor real estate mortgage	99		1.51	%		—		—	%		—		—	%			29		0.44	%	128		1.95	%

Total investor real estate	99		1.13	%		—		—	%		—		—	%			29		0.33	%	128		1.46	%
Residential first mortgage	115		0.57	%		2		0.01	%		4		0.02	%			—		—	%	121		0.60	%
Home equity lines	—		0.01	%		—		—	%		7		0.21	%			—		—	%	7		0.22	%
Home equity loans	3		0.13	%		—		—	%		6		0.24	%			—		—	%	9		0.37	%



Total consumer	118		0.36	%		2		0.01	%		17		0.05	%			—		—	%	137		0.41	%
Total	$	272	0.28	%		$	2	—	%		$	50	0.05	%			$	29	0.03	%	$	353	0.36	%

____

(1) Amounts calculated based upon whole dollar values.

The end of period balance of unfunded commitments related to modifications to troubled borrowers was $118 million and $71 million at September 30, 2025 and December 31, 2024, respectively.

The following tables present the financial impact of modifications to troubled borrowers during the three and nine months ended September 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 September 30, 2025
	Term Extension	Term Extension and Interest Rate Modification
	Weighted-Average Term Extension	Weighted-Average Term Extension	Weighted-Average Reduction in Interest Rate
	(In years, except for percentage data)
Commercial and industrial	0.92	—	—
Commercial real estate mortgage—owner-occupied	0.75	—	—



Residential first mortgage	6	6	less than 1%
Home equity lines	—	25	1	%
Home equity loans	7	21	3	%

Table of Contents



	Three Months Ended September 30, 2024
	Term Extension	Payment Deferral	Term Extension and Interest Rate Modification
	Weighted-Average Term Extension	Weighted-Average Payment Deferral	Weighted-Average Term Extension	Weighted-Average Reduction in Interest Rate
	(In years, except for percentage data)
Commercial and industrial	1.08	—	1.17	less than 2%
Commercial real estate mortgage—owner-occupied	1.42	—	—	—


Commercial investor real estate construction	0.17	—	—	—
Residential first mortgage	7	0.42	4	less than 1%
Home equity lines	—	—	24	2	%
Home equity loans	16	—	24	3	%



	Nine Months Ended September 30, 2025
		Term Extension	Payment Deferral	Term Extension and Interest Rate Modification
		Weighted-Average Term Extension	Weighted-Average Payment Deferral	Weighted-Average Term Extension	Weighted-Average Reduction in Interest Rate
	(In years, except for percentage data)
Commercial and industrial		0.75	—	—	—
Commercial real estate mortgage—owner-occupied		1.75	—	—	—

Commercial investor real estate mortgage		0.67	—	—	—

Residential first mortgage		7	0.67	5	less than 1%
Home equity lines		29	—	26	1	%
Home equity loans		11	—	21	3	%



	Nine Months Ended September 30, 2024
	Term Extension	Payment Deferral	Term Extension and Interest Rate Modification
	Weighted-Average Term Extension	Weighted-Average Payment Deferral	Weighted-Average Term Extension	Weighted-Average Reduction in Interest Rate
	(In years, except for percentage data)
Commercial and industrial	1.83	—	1.17	less than 2%
Commercial real estate mortgage—owner-occupied	1.00	—	—	—

Commercial investor real estate mortgage	0.75	—	—	—

Residential first mortgage	7	0.5	5	less than 1%
Home equity lines	—	—	23	2	%
Home equity loans	12	—	25	2	%

In addition to the financial impacts in the table above, during the three and nine months ended September 30, 2024, the Company had an other modification type in which a commercial investor real estate loan was modified from amortizing to an interest-only structure. Under this structure the interest was extended for an average of two months and principal payments were deferred.

Table of Contents

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 September 30, 2025 and September 30, 2024.



	September 30, 2025
	Current		30-89 DPD		90+ DPD		Non-Performing Loans		Total
	(In millions)
Commercial and industrial	$	77	$	—	$	—	$	34	$	111
Commercial real estate mortgage—owner-occupied	3		—		—		1		4

Total commercial	80		—		—		35		115
Commercial investor real estate mortgage	82		—		—		53		135

Total investor real estate	82		—		—		53		135
Residential first mortgage	155		39		17		7		218
Home equity lines	6		—		—		2		8
Home equity loans	8		—		—		3		11



Total consumer	169		39		17		12		237
	$	331	$	39	$	17	$	100	$	487



	September 30, 2024
	Current		30-89 DPD		90+ DPD		Non-Performing Loans		Total
	(In millions)
Commercial and industrial	$	101	$	—	$	—	$	46	$	147
Commercial real estate mortgage—owner-occupied	3		—		—		2		5

Total commercial	104		—		—		48		152
Commercial investor real estate mortgage	103		27		—		134		264

Total investor real estate	103		27		—		134		264
Residential first mortgage	106		20		11		5		142
Home equity lines	7		—		—		1		8
Home equity loans	8		1		—		1		10



Total consumer	121		21		11		7		160
	$	328	$	48	$	11	$	189	$	576

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 nine month periods ended September 30, 2025 that were restructured as modifications to troubled borrowers during the previous twelve months had period-end balances of $26 million and $74 million, respectively. Loans defaulted during the three and nine month periods ended September 30, 2024 that were restructured as modifications to troubled borrowers during the previous twelve months had period-end balances of $49 million and $183 million, respectively.

Table of Contents

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 September 30				Nine Months Ended September 30
	2025		2024		2025		2024
	(In millions)
Carrying value, beginning of period	$	988	$	1,020	$	1,007	$	906
Additions	7		8		20		20
Purchases (1)	8		4		26		134
Increase (decrease) in fair value(2):
Due to change in valuation inputs or assumptions	1		(28)		7		4
Economic amortization associated with borrower repayments (3)	(28)		(33)		(84)		(93)
Carrying value, end of period	$	976	$	971	$	976	$	971

_________

(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:


	September 30
	2025			2024
	(Dollars in millions)
Unpaid principal balance	$	65,572		$	68,361
Weighted-average CPR (%)	7.7		%	9.0		%
Estimated impact on fair value of a 10% increase	$	(36)		$	(46)
Estimated impact on fair value of a 20% increase	$	(69)		$	(87)
Option-adjusted spread (basis points)	495			496
Estimated impact on fair value of a 10% increase	$	(22)		$	(21)
Estimated impact on fair value of a 20% increase	$	(44)		$	(43)
Weighted-average coupon interest rate	3.9		%	3.8		%
Weighted-average remaining maturity (months)	291			298
Weighted-average servicing fee (basis points)	27.5			27.3

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

Servicing related fees, which include contractually specified servicing fees, late fees and other ancillary income resulting from the servicing of residential mortgage loans totaled $47 million and $53 million for the three months ended September 30, 2025 and 2024, respectively and $141 million and $143 million for the nine months ended September 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.

Table of Contents

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 non-DUS agency programs under the fair value measurement method:


	Three Months Ended September 30				Nine Months Ended September 30
	2025		2024		2025		2024
	(In millions)
Carrying value, beginning of period	$	93	$	90	$	97	$	81
Additions	3		5		8		16
Increase (decrease) in fair value(1):
Due to change in valuation inputs or assumptions	—		(4)		(1)		2
Economic amortization associated with borrower repayments (2)	(5)		(4)		(13)		(12)
Carrying value, end of period	$	91	$	87	$	91	$	87

_____

(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:


	September 30
	2025			2024
	(Dollars in millions)
Unpaid principal balance	$	8,063		$	6,912
Weighted-average CPR (%)	7.6		%	8.0		%
Estimated impact on fair value of a 10% increase	$	(1)		$	(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 rate	4.9		%	4.6		%
Weighted-average remaining maturity (months)	144			154
Weighted-average servicing fee (basis points)	24.7			27.6

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.

Table of Contents

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 $6 million for both the three months ended September 30, 2025 and 2024 and $19 million and $18 million for the nine months ended September 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 September 30				Nine Months Ended September 30
	2025		2024		2025		2024
	(In millions)
Carrying value, beginning of period	$	91	$	85	$	90	$	87
Additions	4		5		14		12
Economic amortization associated with borrower repayments (1)	(5)		(4)		(14)		(13)
Carrying value, end of period	$	90	$	86	$	90	$	86

________

(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 $112 million at September 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 $7 million and $6 million for three months ended September 30, 2025 and 2024, respectively and $20 million and $19 million for the nine months ended September 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:


												September 30, 2025		December 31, 2024
	Issuance Date	Earliest Redemption Date	Dividend Rate (1)			Liquidation Amount		Liquidation preference per Share	Liquidation preference per Depositary Share	Ownership Interest per Depositary Share	Shares Issued and Outstanding	Carrying Amount		Carrying Amount
	(Dollars in millions, except for share and per share amounts)

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

_________

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

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

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

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

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

Table of Contents

The Board declared a total of $71 million and $78 million in cash dividends on preferred stock in the nine months ended September 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 will 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 September 30, 2025, Regions had repurchased approximately 61 million shares of common stock at a total cost of $1.3 billion under this plan. All of these shares were immediately retired upon repurchase and therefore were not included in treasury stock.

In the third quarter of 2025, Regions declared a cash dividend of $0.265 per share, a $0.015 increase to the quarterly common stock dividend. Regions declared $0.25 per share in cash dividends for both the first and second quarters of 2025, totaling $0.765 per common share for the nine months ended September 30, 2025 compared $0.73 per common share for the nine months ended September 30, 2024.

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 nine months ended September 30, 2025 and 2024:



	Three Months Ended September 30, 2025
	Pre-tax AOCI Activity		Tax Effect (1)		Net AOCI Activity
	(In millions)
Total accumulated other comprehensive income (loss), beginning of period	$	(2,631)	$	664	$	(1,967)

Unrealized losses on securities transferred to held to maturity:
Beginning balance	$	(906)	$	227	$	(679)

Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)	13		(4)		9

Ending balance	$	(893)	$	223	$	(670)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(1,077)	$	271	$	(806)

Unrealized gains (losses) arising during the period	287		(72)		215
Reclassification adjustments for securities (gains) losses realized in net income (3)	27		(7)		20
Change in AOCI from securities available for sale activity in the period	314		(79)		235
Ending balance	$	(763)	$	192	$	(571)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	(121)	$	31	$	(90)
Unrealized gains (losses) on derivative instruments arising during the period	13		(4)		9
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)	65		(16)		49
Change in AOCI from derivative activity in the period	78		(20)		58
Ending balance	$	(43)	$	11	$	(32)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance	$	(536)	$	135	$	(401)

Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)	6		(1)		5

Ending balance	$	(530)	$	134	$	(396)

Total other comprehensive income	411		(104)		307

Total accumulated other comprehensive income (loss), end of period	$	(2,220)	$	560	$	(1,660)

Table of Contents



	Three Months Ended September 30, 2024
	Pre-tax AOCI Activity		Tax Effect (1)		Net AOCI Activity
	(In millions)
Total accumulated other comprehensive income (loss), beginning of period	$	(4,379)	$	1,114	$	(3,265)

Unrealized losses on securities transferred to held to maturity:
Beginning balance	$	(8)	$	1	$	(7)
Unrealized gains (losses) on securities transferred from available for sale during the period	(436)		111		(325)
Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)	1		—		1
Change in AOCI from securities held to maturity activity in the period	(435)		111		(324)
Ending balance	$	(443)	$	112	$	(331)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(3,074)	$	783	$	(2,291)
Unrealized (gains) losses on securities transferred to held to maturity during the period	436		(111)		325
Unrealized gains (losses) arising during the period	1,168		(298)		870
Reclassification adjustments for securities (gains) losses realized in net income (3)	78		(20)		58
Change in AOCI from securities available for sale activity in the period	1,682		(429)		1,253
Ending balance	$	(1,392)	$	354	$	(1,038)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	(703)	$	179	$	(524)
Unrealized gains (losses) on derivative instruments arising during the period	475		(121)		354
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)	110		(28)		82
Change in AOCI from derivative activity in the period	585		(149)		436
Ending balance	$	(118)	$	30	$	(88)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance	$	(594)	$	151	$	(443)

Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)	7		(1)		6

Ending balance	$	(587)	$	150	$	(437)

Total other comprehensive income	1,839		(468)		1,371
Total accumulated other comprehensive income (loss), end of period	$	(2,540)	$	646	$	(1,894)

Table of Contents


	Nine Months Ended September 30, 2025
	Pre-tax AOCI Activity		Tax Effect and Other (1)		Net AOCI Activity
	(In millions)
Total accumulated other comprehensive income (loss), beginning of period	$	(3,912)	$	984	$	(2,928)

Unrealized losses on securities transferred to held to maturity:
Beginning balance	$	(744)	$	188	$	(556)
Unrealized gains (losses) on securities transferred from available for sale during the period	(227)		57		(170)
Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)	78		(22)		56
Change in AOCI from securities held to maturity activity in the period	(149)		35		(114)
Ending balance	$	(893)	$	223	$	(670)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(1,958)	$	490	$	(1,468)
Unrealized (gains) losses on securities transferred to held to maturity during the period	227		(57)		170
Unrealized gains (losses) arising during the period	915		(228)		687
Reclassification adjustments for securities (gains) losses realized in net income (3)	53		(13)		40
Change in AOCI from securities available for sale activity in the period	1,195		(298)		897
Ending balance	$	(763)	$	192	$	(571)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	(662)	$	168	$	(494)
Unrealized gains (losses) on derivative instruments arising during the period	427		(109)		318
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)	192		(48)		144
Change in AOCI from derivative activity in the period	619		(157)		462
Ending balance	$	(43)	$	11	$	(32)
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)	18		(4)		14

Ending balance	$	(530)	$	134	$	(396)

Total other comprehensive income	1,683		(424)		1,259
Other	9		—		9
Total accumulated other comprehensive income (loss), end of period	$	(2,220)	$	560	$	(1,660)

Table of Contents


	Nine Months Ended September 30, 2024
	Pre-tax AOCI Activity		Tax Effect (1)		Net AOCI Activity
	(In millions)
Total accumulated other comprehensive income (loss), beginning of period	$	(3,773)	$	961	$	(2,812)

Unrealized losses on securities transferred to held to maturity:
Beginning balance	$	(9)	$	1	$	(8)
Unrealized gains (losses) on securities transferred from available for sale during the period	(436)		111		(325)
Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)	2		—		2
Change in AOCI from securities held to maturity activity in the period	(434)		111		(323)
Ending balance	$	(443)	$	112	$	(331)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(2,759)	$	703	$	(2,056)
Unrealized (gains) losses on securities transferred to held to maturity during the period	436		(111)		325
Unrealized gains (losses) arising during the period	753		(193)		560
Reclassification adjustments for securities (gains) losses realized in net income (3)	178		(45)		133
Change in AOCI from securities available for sale activity in the period	1,367		(349)		1,018
Ending balance	$	(1,392)	$	354	$	(1,038)
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	(62)		16		(46)
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)	343		(88)		255
Change in AOCI from derivative activity in the period	281		(72)		209
Ending balance	$	(118)	$	30	$	(88)
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)	19		(5)		14

Ending balance	$	(587)	$	150	$	(437)

Total other comprehensive income	1,233		(315)		918
Total accumulated other comprehensive income (loss), end of period	$	(2,540)	$	646	$	(1,894)

____

(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 September 30				Nine Months Ended September 30
	2025		2024		2025		2024
	(In millions, except per share data)
Numerator:
Net income	$	569	$	490	$	1,622	$	1,359
Preferred stock dividends and other (1)	(21)		(44)		(75)		(93)


Net income available to common shareholders	$	548	$	446	$	1,547	$	1,266
Denominator:
Weighted-average common shares outstanding—basic	$	890	$	914	$	898	$	917
Potential common shares	4		4		4		2
Weighted-average common shares outstanding—diluted	$	894	$	918	$	902	$	919






Earnings per common share:
Basic	$	0.62	$	0.49	$	1.72	$	1.38
Diluted	$	0.61	$	0.49	$	1.72	$	1.38

______

(1) Preferred stock dividends and other for the nine months ended September 30, 2025 included $4 million of issuance costs associated with the redemption of Series D preferred shares in the second quarter of 2025. Preferred stock dividends and other for the three and nine months ended September 30, 2024 included $15 million of issuance costs associated with the redemption of Series B preferred shares in the third quarter of 2024. See Note 6 for additional information.

Table of Contents

The effects from the assumed exercise of restricted stock units and performance stock units totaling 4 million for both the three and nine months ended September 30, 2025 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 4 million and 5 million in restricted stock units and awards and performance stock units for the three and nine months ended September 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 September 30
	Qualified Plans				Non-qualified Plans					Total
	2025		2024			2025		2024			2025		2024
	(In millions)
Service cost	$	4	$	6		$	1	$	—		$	5	$	6
Interest cost	21		21			1		2			22		23
Expected return on plan assets	(30)		(31)			—		—			(30)		(31)
Amortization of actuarial loss	6		7			—		—			6		7


Net periodic pension cost	$	1	$	3		$	2	$	2		$	3	$	5



	Nine Months Ended September 30
	Qualified Plans				Non-qualified Plans					Total
	2025		2024			2025		2024			2025		2024
	(In millions)
Service cost	$	14	$	16		$	1	$	1		$	15	$	17
Interest cost	61		62			3		4			64		66
Expected return on plan assets	(92)		(93)			—		—			(92)		(93)
Amortization of actuarial loss	17		18			1		1			18		19


Net periodic pension cost	$	—	$	3		$	5	$	6		$	5	$	9

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

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 nine months ended September 30, 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 nine months ended September 30, 2025 or 2024.

Table of Contents

NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

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


	September 30, 2025						December 31, 2024
	Notional Amount(1)		Estimated Fair Value				Notional Amount		Estimated Fair Value
			Gain(1)		Loss(1)				Gain(1)		Loss(1)
	(In millions)
Derivatives in cash flow hedging relationships:
Interest rate swaps	36,418		133		214		36,660		—		718
Interest rate options	2,000		3		1		2,000		4		6
Total derivatives in cash flow hedging relationships	38,418		136		215		38,660		4		724
Derivatives in fair value hedging relationships:
Interest rate swaps	$	7,533	$	10	$	97	$	5,484	$	26	$	95





Total derivatives designated as hedging instruments	$	45,951	$	146	$	312	$	44,144	$	30	$	819
Derivatives not designated as hedging instruments:
Interest rate swaps	$	95,826	$	1,080	$	1,034	$	94,803	$	1,608	$	1,598
Interest rate options	11,211		19		8		11,005		31		24
Interest rate futures and forward commitments	1,682		8		3		1,247		8		4
Other contracts	14,805		155		140		12,539		139		106
Total derivatives not designated as hedging instruments	$	123,524	$	1,262	$	1,185	$	119,594	$	1,786	$	1,732
Total derivatives	$	169,475	$	1,408	$	1,497	$	163,738	$	1,816	$	2,551

Total gross derivative instruments, before netting			$	1,408	$	1,497			$	1,816	$	2,551
Less: Netting adjustments (2)			1,171		1,000				1,703		1,615
Total gross derivative instruments, after netting			$	237	$	497			$	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 $84 million and $106 million for derivative assets at September 30, 2025 and December 31, 2024, respectively. Cash collateral totaled $115 million and $87 million for derivative liabilities at September 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.

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

As of September 30, 2025, cash flow hedges were held at a pre-tax net loss of $43 million, which includes pre-tax net gains of $14 million related to terminated cash flow floors and swaps. Regions expects to reclassify into earnings approximately $111 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 $5 million in pre-tax net gains related to the amortization of terminated cash flow floors and swaps.

See Note 6 for the impact of cash flow hedges on the consolidated statements of income regarding the realized gains or (losses) reclassified from AOCI into net income.

Table of Contents

FAIR VALUE HEDGES

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

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

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



	Three Months Ended September 30, 2025
	Interest Income		Interest Expense
	Debt securities			Long-term borrowings
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	293		$	(75)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	7		$	(6)
Recognized on derivatives	(7)			6
Recognized on hedged items	7			(6)
Income (expense) recognized on fair value hedges	$	7		$	(6)



	Three Months Ended September 30, 2024
	Interest Income		Interest Expense
	Debt securities			Long-term borrowings		Deposits
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	241		$	(85)	$	(507)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	2		$	(18)	$	—
Recognized on derivatives	(8)			39		1
Recognized on hedged items	9			(39)		(1)
Income (expense) recognized on fair value hedges	$	3		$	(18)	$	—



	Nine Months Ended September 30, 2025
	Interest Income		Interest Expense
	Debt securities			Long-term borrowings
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	845		$	(237)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	15		$	(27)
Recognized on derivatives	(86)			40
Recognized on hedged items	86			(40)
Income (expense) recognized on fair value hedges	$	15		$	(27)

Table of Contents



	Nine Months Ended September 30, 2024
	Interest Income		Interest Expense
	Debt securities			Long-term borrowings		Deposits
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	669		$	(190)	$	(1,504)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	7		$	(52)	$	(1)
Recognized on derivatives	(2)			45		—
Recognized on hedged items	2			(45)		—
Income (expense) recognized on fair value hedges	$	7		$	(52)	$	(1)

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.


	September 30, 2025				December 31, 2024
	Hedged Items Currently Designated					Hedged Items Currently Designated
	Amortized Cost Basis of Assets/(Liabilities)		Hedge Accounting Basis Adjustment				Amortized Cost Basis of Assets/(Liabilities)		Hedge Accounting Basis Adjustment
	(In millions)				(In millions)
Debt securities available for sale	$	8,978	$	38			$	3,304	$	(22)
Long-term borrowings	(2,349)		51				(3,058)		91

Included in the amortized cost basis and hedge accounting basis adjustment of fair value hedges of debt securities available for sale are hedges designated under the portfolio layer method. At September 30, 2025 and December 31, 2024, the Company designated $2.5 billion and $750 million, respectively, as the hedged amount from a closed portfolio of prepayable financial assets with a carrying amount of $6.3 billion and $1.8 billion, respectively. At September 30, 2025, approximately $11 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 $25 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 recognized in income on derivatives not designated as hedging instruments in the consolidated statements of income for the periods presented below:


	Three Months Ended September 30				Nine Months Ended September 30
Derivatives Not Designated as Hedging Instruments	2025		2024		2025		2024
	(In millions)
Capital markets income:
Interest rate swaps	$	12	$	3	$	23	$	18
Interest rate options	10		15		31		38
Interest rate futures and forward commitments	4		4		12		18
Other contracts	11		12		(10)		17
Total capital markets income	37		34		56		91
Mortgage income:
Interest rate swaps	—		26		12		3
Interest rate options	(2)		(1)		(2)		(2)
Interest rate futures and forward commitments	4		3		4		11
Total mortgage income	2		28		14		12
	$	39	$	62	$	70	$	103

Table of Contents

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 2026 and 2035. For contracts where Regions sold credit protection, Regions would be required to make payment to the counterparty if the customer fails to make payment on any amounts due to the counterparty upon early termination of the swap transaction. Regions bases the current status of the prepayment/performance risk on bought and sold credit derivatives on recently issued internal risk ratings consistent with the risk management practices of unfunded commitments.

Regions’ maximum potential amount of future payments under these contracts as of September 30, 2025 was approximately $573 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 September 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 totaled $47 million at both September 30, 2025 and December 31, 2024, for which Regions had posted collateral of $42 million and $34 million, respectively, in the normal course of business.

Table of Contents

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. 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:


	September 30, 2025								December 31, 2024
	Level 1		Level 2		Level 3 (1)		Total Estimated Fair Value		Level 1		Level 2		Level 3 (1)		Total Estimated Fair Value
	(In millions)
Recurring fair value measurements
Debt securities available for sale:
U.S. Treasury securities	$	2,266	$	—	$	—	$	2,266	$	2,003	$	—	$	—	$	2,003
Federal agency securities	—		610		—		610		—		444		—		444
Obligations of states and political subdivisions	—		2		—		2		—		2		—		2
Mortgage-backed securities:
Residential agency	—		18,719		—		18,719		—		18,945		—		18,945

Commercial agency	—		4,742		—		4,742		—		4,090		—		4,090
Commercial non-agency	—		83		—		83		—		82		—		82
Corporate and other debt securities	—		459		5		464		—		655		3		658
Total debt securities available for sale	$	2,266	$	24,615	$	5	$	26,886	$	2,003	$	24,218	$	3	$	26,224
Loans held for sale	$	—	$	267	$	—	$	267	$	—	$	234	$	—	$	234
Marketable equity securities in other earning assets	$	699	$	—	$	—	$	699	$	819	$	—	$	—	$	819
Residential mortgage servicing rights	$	—	$	—	$	976	$	976	$	—	$	—	$	1,007	$	1,007
Commercial mortgage servicing rights through non-DUS agency programs	$	—	$	—	$	91	$	91	$	—	$	—	$	97	$	97
Derivative assets (2):
Interest rate swaps	$	—	$	1,223	$	—	$	1,223	$	—	$	1,634	$	—	$	1,634
Interest rate options	—		14		8		22		—		30		5		35
Interest rate futures and forward commitments	—		8		—		8		—		8		—		8
Other contracts	1		154		—		155		13		126		—		139
Total derivative assets	$	1	$	1,399	$	8	$	1,408	$	13	$	1,798	$	5	$	1,816

Derivative liabilities (2):
Interest rate swaps	$	—	$	1,345	$	—	$	1,345	$	—	$	2,411	$	—	$	2,411
Interest rate options	—		9		—		9		—		30		—		30
Interest rate futures and forward commitments	—		3		—		3		—		4		—		4
Other contracts	—		140		—		140		3		103		—		106
Total derivative liabilities	$	—	$	1,497	$	—	$	1,497	$	3	$	2,548	$	—	$	2,551
Securities sold, but not yet purchased	$	17	$	—	$	—	$	17	$	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 analyses of activity related to the MSRs for three and nine months ended September 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 .

Table of Contents

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 September 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 September 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.

September 30, 2025

Level 3
Estimated Fair Value

Valuation
Technique

Unobservable
Input(s)

Quantitative Range of
Unobservable Inputs and
(Weighted-Average)

(Dollars in millions)

Recurring fair value measurements:

Residential MSR (1)

$976

Discounted cash flow

Weighted-average CPR (%)

4.0% - 18.7% (7.7%)

OAS (%)

4.7% - 8.0% (5.0%)

Commercial MSR through non-DUS agency programs (1)

$91

Discounted cash flow

Weighted-average CPR (%)

6.6% - 7.7% (7.6%)

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 Value

Valuation
Technique

Unobservable
Input(s)

Quantitative Range of
Unobservable Inputs and
(Weighted-Average)

(Dollars in millions)

Recurring fair value measurements:

Residential MSR (1)

$1,007

Discounted cash flow

Weighted-average CPR (%)

4.6% - 23.1% (8.0%)

OAS (%)

4.8% -7.7% (5.1%)

Commercial MSR through non-DUS agency programs (1)

$97

Discounted cash flow

Weighted-average CPR (%)

5.4% - 10.6% (7.7%)

Discount rate (%)

7.0% -8.0% (7.1%)

_______

(1)See Note 6 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 September 30, 2025, the aggregate fair value of these loans totaled $253 million compared to aggregate unpaid principal of $247 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 nine months ended September 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

Table of Contents

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 September 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 September 30, 2025 and December 31, 2024.


	September 30, 2025										December 31, 2024
	Carrying Amount		Estimated Fair Value(1)		Level 1		Level 2		Level 3		Carrying Amount		Estimated Fair Value(1)		Level 1		Level 2		Level 3
	(In millions)
Financial assets:
Cash and cash equivalents	$	12,099	$	12,099	$	12,099	$	—	$	—	$	10,712	$	10,712	$	10,712	$	—	$	—
Debt securities held to maturity	5,769		5,716		—		5,716		—		4,427		4,226		—		4,226		—

Loans held for sale	306		306		—		251		55		360		360		—		360		—
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)	92,993		90,783		—		—		90,783		93,424		89,907		—		—		89,907
Other earning assets	814		814		—		814		—		797		797		—		797		—


Financial liabilities:

Deposits with no stated maturity(4)	115,432		115,432		—		115,432		—		111,883		111,883		—		111,883		—
Time deposits(4)	14,902		14,891		—		14,891		—		15,720		15,694		—		15,694		—
Short-term borrowings	1,300		1,300		—		1,300		—		500		500		—		500		—
Long-term borrowings	4,785		4,962		—		4,961		1		5,993		6,059		—		6,058		1
Loan commitments and letters of credit	170		170		—		—		170		149		149		—		—		149

_________

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

(2)The estimated fair value of portfolio loans assumes sale of the loans to a third-party financial investor. Accordingly, the value to the Company if the loans were held to maturity is not reflected in the fair value estimate. The fair value discount on the loan portfolio's net carrying amount at September 30, 2025 was $2.2 billion or 2.4 percent. The fair value discount on the loan portfolio's net carrying amount at December 31, 2024 was $3.5 billion or 3.8 percent

(3)Excluded from this table is the sales-type, direct financing, and leveraged lease carrying amount of $1.5 billion at September 30, 2025 and $1.7 billion at December 31, 2024.

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

NOTE 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.

Table of Contents

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



	Three Months Ended September 30, 2025
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	475	$	738	$	44	$	—	$	1,257
Provision for (benefit from) credit losses	84		69		2		(50)		105
Non-interest income:
Service charges on deposit accounts	61		99		—		—		160
Card and ATM fees	10		112		—		—		122
Investment management and trust fee income	—		—		91		—		91
Capital markets income	104		—		—		—		104
Mortgage income	—		38		—		—		38
Investment services fee income	—		—		48		—		48
Commercial credit fee income	28		—		—		—		28
Bank-owned life insurance	—		—		—		25		25
Securities gains (losses), net	—		—		—		(27)		(27)
Market value adjustments on employee benefit assets	—		—		—		12		12
Other miscellaneous income (loss)	61		19		2		(24)		58
Total non-interest income	264		268		141		(14)		659
Non-interest expense:
Salaries and employee benefits	143		184		70		274		671
Equipment and software expense	6		25		—		75		106
Net occupancy expense	6		56		3		7		72
Other expenses (benefits) (1)	165		385		49		(345)		254
Total non-interest expense	320		650		122		11		1,103
Income before income taxes	335		287		61		25		708
Income tax expense (benefit)	84		72		15		(32)		139
Net income	$	251	$	215	$	46	$	57	$	569
Average assets	$	70,567	$	37,360	$	2,130	$	49,032	$	159,089

Table of Contents


	Three Months Ended September 30, 2024
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	459	$	718	$	41	$	—	$	1,218
Provision for (benefit from) credit losses	91		67		2		(47)		$	113
Non-interest income (loss):
Service charges on deposit accounts	58		100		—		—		158
Card and ATM fees	11		108		—		(1)		118
Investment management and trust fee income	—		—		85		—		85
Capital markets income	92		—		—		—		92
Mortgage income	—		36		—		—		36
Investment services fee income	—		—		43		—		43
Commercial credit fee income	28		—		—		—		28
Bank-owned life insurance	—		—		—		28		28
Securities gains (losses), net	—		—		—		(78)		(78)
Market value adjustments on employee benefit assets	—		—		—		13		13
Other miscellaneous income (loss)	51		20		2		(24)		49
Total non-interest income (loss)	240		264		130		(62)		572
Non-interest expense:
Salaries and employee benefits	141		178		66		260		645
Equipment and software expense	5		25		—		71		101
Net occupancy expense	7		51		3		8		69
Other expenses (benefits) (1)	166		349		45		(306)		254
Total non-interest expense	319		603		114		33		1,069
Income before income taxes (loss)	289		312		55		(48)		608
Income tax expense (benefit)	73		78		13		(46)		118
Net income (loss)	$	216	$	234	$	42	$	(2)	$	490
Average assets	$	69,364	$	37,882	$	2,088	$	45,333	$	154,667


	Nine Months Ended September 30, 2025
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	1,391	$	2,189	$	130	$	—	$	3,710
Provision for (benefit from) credit losses	259		203		5		(112)		355
Non-interest income (loss):
Service charges on deposit accounts	185		285		2		—		472
Card and ATM fees	32		331		—		1		364
Investment management and trust fee income	—		—		267		—		267
Capital markets income	265		1		1		—		267
Mortgage income	—		126		—		—		126
Investment services fee income	—		—		134		—		134
Commercial credit fee income	84		—		—		—		84
Bank-owned life insurance	—		—		—		72		72
Securities gains (losses), net	—		—		—		(53)		(53)
Market value adjustments on employee benefit assets	—		—		—		25		25

Other miscellaneous income (loss)	145		59		3		(70)		137
Total non-interest income (loss)	711		802		407		(25)		1,895
Non-interest expense:
Salaries and employee benefits	425		543		206		780		1,954
Equipment and software expense	15		73		2		219		309
Net occupancy expense	20		164		9		21		214
Other expenses (benefits) (1)	480		1,093		143		(978)		738
Total non-interest expense	940		1,873		360		42		3,215
Income before income taxes	903		915		172		45		2,035
Income (loss) before income taxes	226		229		43		(85)		413
Net income	$	677	$	686	$	129	$	130	$	1,622
Average assets	$	69,879	$	37,502	$	2,125	$	48,482	$	157,988

Table of Contents


	Nine Months Ended September 30, 2024
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	1,359	$	2,107	$	122	$	—	$	3,588
Provision for (benefit from) credit losses	272		202		6		(113)		367
Non-interest income (loss):
Service charges on deposit accounts	167		287		2		1		457
Card and ATM fees	32		322		1		(1)		354
Investment management and trust fee income	—		—		249		—		249
Capital markets income	249		1		1		—		251
Mortgage income	—		111		—		—		111
Investment services fee income	—		—		120		—		120
Commercial credit fee income	83		—		—		—		83
Bank-owned life insurance	—		—		—		81		81
Securities gains (losses), net	—		—		—		(178)		(178)
Market value adjustments on employee benefit assets	—		—		—		30		30

Other miscellaneous income (loss)	126		59		1		(64)		122
Total non-interest income (loss)	657		780		374		(131)		1,680
Non-interest expense:
Salaries and employee benefits	424		539		194		755		1,912
Equipment and software expense	14		76		2		210		302
Net occupancy expense	20		159		9		23		211
Other expenses (benefit) (1)	492		1,026		128		(867)		779
Total non-interest expense	950		1,800		333		121		3,204
Income (loss) before income taxes	794		885		157		(139)		1,697
Income tax expense (benefit)	199		221		40		(122)		338
Net income (loss)	$	595	$	664	$	117	$	(17)	$	1,359
Average assets	$	69,081	$	37,974	$	2,059	$	43,884	$	152,998

___

(1) Other 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:


	September 30, 2025		December 31, 2024
	(In millions)
Unused commitments to extend credit	$	67,571	$	63,232
Standby letters of credit	2,281		2,096
Commercial letters of credit	82		58
Liabilities associated with standby letters of credit	38		33
Assets associated with standby letters of credit	39		35
Reserve for unfunded credit commitments	132		116

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

Table of Contents

inquiries initiated by various governmental agencies, law enforcement authorities, and self-regulatory organizations, and can result in fines, penalties, restitution, changes to Regions’ business practices, and other related costs, including reputational damage. At any given time, these legal proceedings are at varying stages of adjudication, arbitration, or investigation, and may relate to a variety of topics, including common law tort and contract claims, as well as statutory consumer protection-related claims, among others.

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

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

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

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

Shareholder Derivative Litigation

On December 22, 2023, a putative shareholder derivative complaint was filed in the Court of Chancery of the State of Delaware, captioned Brewer v. Turner, et al., Case No. 2023-1284-KSJM, allegedly on behalf of Regions as a nominal defendant, against a number of Regions’ current and former directors and officers (the “Derivative Complaint”). The claims in the Derivative Complaint relate to the subject matter of the previously disclosed Consent Order that Regions entered into with the CFPB in September 2022. In September 2025, the court issued an order granting in part, and denying in part, the defendants' motion to dismiss. The defendants have filed a Notice of Appeal with the Delaware Supreme Court as to the claims that were not dismissed.

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 September 30, 2025 and December 31, 2024, the Company's DUS servicing portfolio totaled approximately $7.7 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 September 30, 2025 and December 31, 2024, these serviced loans totaled approximately $765 million and $665 million, respectively. Regions' maximum quantifiable contingent liability related to all loans subject to a loss share guarantee was approximately $2.7 billion and $2.4 billion at September 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 September 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.

Table of Contents

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.


Standard	Description	Required Date of Adoption	Effect on Regions' financial statements or other significant matters
Standards Adopted (or partially adopted) in 2025


ASU 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60)	This Update requires certain joint ventures, upon formation, to use a new basis of accounting by applying most aspects of the acquisition method for business combinations. New joint ventures generally will recognize and initially measure assets and liabilities at fair value. The Update is effective for all joint ventures with a formation date on or after January 1, 2025. Early adoption is permitted.	January 1, 2025	Regions adopted this guidance as of January 1, 2025 with no material impact.

ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures	The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures.	January 1, 2025	Regions adopted this guidance 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 Initiative	This Update incorporates into the Codification 14 of the 27 disclosures referred by the SEC in Release No. 33‐10532, Disclosure Update and Simplification. This Update clarifies and improves the disclosure and presentation requirements of a variety of Topics in the Codification to align with the SEC's regulations.	The effective date for each amendment will be the date on which the SEC removes the related disclosure requirements from its regulations, with early adoption prohibited.	The adoption of this guidance is not likely to have a material impact. Regions will continue to evaluate through date of adoption.
ASU 2024-03, Income Statement Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses	This ASU will change the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (for example, employee compensation, depreciation, and amortization) in expense captions.	January 1, 2027 Early adoption is permitted.	Regions will continue to evaluate through date of adoption.
ASU 2024-04 Debt with Conversion and Other Options (Subtopic 470-20) Induced Conversions of Convertible Debt Instruments	This ASU will standardize the application of induced conversion guidance in 470-20. This update focuses on how to determine whether a settlement of convertible debt at terms that differ from the original conversion terms should be accounted for under the induced conversion or extinguishment guidance.	January 1, 2026 Early adoption is permitted.	The adoption of this guidance is not likely to have a material impact. Regions will continue to evaluate through date of adoption.
ASU 2025-03 Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity	This ASU will require entities to consider the factors in Business Combinations (ASC 805) to identify the accounting acquirer when a VIE that is a business is legally acquired primarily through the exchange of equity interests.	January 1, 2027 Early adoption is permitted.	Regions will continue to evaluate through date of adoption.
ASU 2025-05 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets	This ASU will provide an optional practical expedient that allows entities to assume that current conditions as of the balance sheet date will not change for the asset's remaining life when developing reasonable and supportable forecasts as a part of estimating expected credit losses for current account receivable and current contract assets that arise from transactions accounted for under Topic 606, Revenue from Contracts with Customers.	January 1, 2026 Early adoption is permitted.	The adoption of this guidance will not have a material impact.
ASU 2025-06 Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software	This ASU will clarify and modernize the accounting for costs related to internal-use software by removing all references to project stages and clarifying the threshold entities apply to begin capitalizing costs.	January 1, 2028 Early adoption is permitted.	Regions will continue to evaluate through date of adoption.
ASU 2025-07 Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract	This ASU will refine the scope of the guidance on derivatives in Topic 815 by adding a derivative scope exception for certain contracts with underlyings that are based on the operations or activities of one of the parties to the contract. It will also clarify the applicability of Topic 606 and its interaction Topic 815 and Topic 321, Investments - Equity Securities, in the accounting for share-based noncash consideration (e.g., warrants or shares) received from a customer for the transfer of goods or services.	January 1, 2027 Early adoption is permitted.	Regions will continue to evaluate through date of adoption.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

The following discussion and analysis is part of Regions Financial Corporation’s (“Regions” or the “Company”) Quarterly Report on Form 10-Q filed with the SEC and should be read in conjunction with the consolidated financial statements and the related notes that appear in Part I, Item 1 of this report. In addition, this discussion and analysis updates Regions’ Annual Report on Form 10-K for the year ended December 31, 2024, which was previously filed with the SEC. This financial information is presented to aid in understanding Regions’ financial position and results of operations and should be read together with the financial information contained in Regions’ Annual Report on Form 10-K. See Note 1 "Basis of Presentation" and Note 13 "Recent Accounting Pronouncements" to those consolidated financial statements for further detail. The emphasis of this discussion will be on the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 for the consolidated statements of income. For the consolidated balance sheets, the emphasis of this discussion will be on the balances as of September 30, 2025 compared to December 31, 2024.

This discussion and analysis contains statements that may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. See pages 6 through 8 for additional information regarding forward-looking statements.

CORPORATE PROFILE

Regions is a financial holding company headquartered in Birmingham, Alabama operating in the South, Midwest and Texas. In addition, Regions operates several offices delivering specialty capabilities in New York, Washington D.C., Chicago, Salt Lake City, and other locations nationwide. Regions provides financial solutions for a wide range of clients including retail and mortgage banking services, commercial banking services and wealth and investment services. Further, Regions and its subsidiaries deliver other specialty capabilities including merger and acquisition advisory services, capital markets solutions, home improvement lending, investment advisory services, equipment financing for commercial clients and small business customers, low income housing tax credit corporate fund syndication and asset management, financing to CRA-qualified customers, investment and insurance products, broker-dealer services to commercial clients, and others.

Regions conducts its banking operations through Regions Bank, an Alabama state-chartered commercial bank that is a member of the Federal Reserve System. At September 30, 2025, Regions operated 1,248 total branch outlets. Regions carries out its strategies and derives its profitability from three reportable business segments: Corporate Bank, Consumer Bank, and Wealth Management, with the remainder in Other. See Note 11 "Business Segment Information" to the consolidated financial statements for more information regarding Regions’ segment reporting structure.

Regions’ business strategy is focused on providing a competitive mix of products and services, delivering quality customer service, and continuing to develop and optimize distribution channels that include a branch distribution network with offices in convenient locations, as well as electronic and mobile banking.

Regions’ profitability, like that of many other financial institutions, is dependent on its ability to generate revenue from net interest income as well as non-interest income sources. Net interest income is primarily the difference between the interest income Regions receives on interest-earning assets, such as loans, leases, investment securities and cash balances held at the Federal Reserve Bank, and the interest expense Regions pays on interest-bearing liabilities, principally deposits and borrowings. Regions’ net interest income is impacted by the size and mix of its balance sheet components and the interest rate spread between interest earned on its assets and interest paid on its liabilities. Non-interest income includes fees from service charges on deposit accounts, card and ATM fees, mortgage servicing and secondary marketing, investment management and trust activities, capital markets and other customer services which Regions provides. Results of operations are also affected by the provision for credit losses and non-interest expenses such as salaries and employee benefits, equipment and software expenses, occupancy, professional, legal and regulatory expenses, FDIC insurance assessments, and other operating expenses, as well as income taxes.

Economic conditions, competition, new legislation and related rules impacting regulation of the financial services industry and the monetary and fiscal policies of the Federal government significantly affect most, if not all, financial institutions, including Regions. Lending and deposit activities and fee income generation are influenced by levels of business spending and investment, consumer income, consumer spending and savings, capital market activities, and competition among financial institutions, as well as customer preferences, interest rate conditions, inflation and prevailing market rates on competing products in Regions’ market areas.

THIRD QUARTER OVERVIEW

Economic Environment in Regions' Banking Markets

Regions utilized its internal September baseline forecast to calculate the ACL as of September 30, 2025. Refer to the Baseline economic forecast discussion in the "Allowance" section for further detail.

Table of Contents

Third Quarter Results

Regions reported net income available to common shareholders of $548 million or $0.61 per diluted share in the third quarter of 2025 compared to net income available to common shareholders of $446 million or $0.49 per diluted share in the third quarter of 2024.

Net interest income (taxable-equivalent basis) totaled $1.3 billion in the third quarter of 2025, which increased $39 million compared to the third quarter of 2024. The net interest margin (taxable-equivalent basis) was 3.59 percent in the third quarter of 2025, reflecting a 5 basis point increase from the same period in 2024. The increases in net interest income and margin were driven by the replacement of fixed-rate loans and debt securities in a higher interest rate environment, lower funding costs and hedge performance improvements as short-term interest rates declined. Refer to the related discussion below Table 17 "Consolidated Average Daily Balances and Yield/Rate Analysis" for further detail.

The provision for credit losses totaled $105 million in the third quarter of 2025 compared to $113 million in the third quarter of 2024. Net charge-offs totaled $135 million, or 0.55 percent of average loans, in the third quarter of 2025, compared to $117 million, or 0.48 percent in the third quarter of 2024. This increase reflected charge-offs that were already reserved for related to previously identified portfolios of interest. The allowance as a percent of total loans, net, decreased slightly to 1.78 percent at September 30, 2025, compared to 1.79 percent at December 31, 2024. Refer to the "Allowance for Credit Losses" section for further detail.

Non-interest income was $659 million in the third quarter of 2025 compared to $572 million in the third quarter of 2024 primarily driven by a decline in securities losses associated with less repositioning activity in the third quarter of 2025 compared to 2024. Additionally, most categories of non-interest income increased, including capital markets income, other miscellaneous income, investment management and trust fee income, and investment services income. See Table 22 "Non-Interest Income" for further details.

Non-interest expense was $1.1 billion in the third quarter of 2025 which increased $34 million compared to the third quarter of 2024. The increase was primarily driven by an increase in salaries and benefits, professional, legal and regulatory expenses, and other miscellaneous expenses. These were partially offset by a decline in Visa class B shares expense. See Table 23 "Non-Interest Expense" for further details.

Regions' effective tax rate was 19.7 percent in the third quarter of 2025 compared to 19.4 percent in the third quarter of 2024. See the "Income Taxes" section for further details.

Capital

Regions and Regions Bank are required to comply with regulatory capital requirements established by Federal and State banking agencies, which include quantitative requirements including the CET1 ratio. At September 30, 2025, Regions’ CET1 ratio was estimated to be 10.9 percent. For additional information on Regions' regulatory capital requirements see the "Regulatory Requirements" section.

Regions participates in supervisory stress testing conducted by the Federal Reserve and its SCB is currently floored at 2.5 percent. See Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)" to the consolidated financial statements for further details.

The Board has authorized the repurchase of up to $2.5 billion of the Company's common stock through the fourth quarter of 2025. See Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)" for more information.

BALANCE SHEET ANALYSIS

The following sections provide expanded discussion of significant changes in certain line items in asset, liability, and shareholders' equity categories.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents increased approximately $1.4 billion from December 31, 2024 to September 30, 2025 primarily due to an increase in deposits and, to a lesser degree, a decrease in loans. These changes were partially offset by securities purchases, a decline in borrowings and the redemption of Series D preferred stock. See the "Debt Securities", "Loans" "Deposits", "Borrowings", and "Liquidity" sections for more information.

Table of Contents

DEBT SECURITIES

The following table details the carrying values of debt securities, including both held to maturity and available for sale:

Table 1—Debt Securities


	September 30, 2025		December 31, 2024
	(In millions)
U.S. Treasury securities	$	2,266	$	2,003
Federal agency securities	610		444
Obligations of states and political subdivisions	2		2
Mortgage-backed securities:
Residential agency	24,079		22,865

Commercial agency	5,151		4,597
Commercial non-agency	83		82
Corporate and other debt securities	464		658
	$	32,655	$	30,651

Debt securities, which comprise approximately 23 percent of earning assets, are an important tool used to manage interest rate sensitivity and provide a primary source of liquidity for the Company, as much of the portfolio is highly liquid. Additionally, some of the debt securities portfolio is eligible to be used as collateral for funding of various types of borrowings. See the "Liquidity" section for more information on these arrangements. Also see the "Market Risk-Interest Rate Risk" section for more information. See also Note 3 "Debt Securities" for additional information.

Debt securities held to maturity constituted approximately 18 percent of the debt securities portfolio at September 30, 2025. In the first half of 2025, the Company reclassified debt securities with an amortized cost, excluding items recognized in OCI, of $2.0 billion from available for sale into held to maturity to reduce the volatility in AOCI in preparation for expected, upcoming changes to regulatory guidance as discussed in the "Regulatory Requirements" section.

Debt securities available for sale constituted approximately 82 percent of the debt securities portfolio at September 30, 2025. Regions maintains a highly-rated debt securities portfolio consisting primarily of agency MBS. Regions’ investment policy emphasizes credit quality and liquidity.

Debt securities increased $2.0 billion from December 31, 2024 to September 30, 2025 due to the purchase of approximately $1.0 billion of residential agency MBS debt securities in the second quarter of 2025, lower market interest rates and tighter spreads resulting in lower unrealized holding losses, and AOCI amortization. Of note, the Company executed debt securities repositionings in the first and third quarters of 2025 involving the sale of shorter-duration commercial and residential agency MBS and replacement with residential agency MBS with favorable prepayment profiles. In total, the Company sold approximately $1.0 billion of debt securities available for sale and realized approximately $50 million in pre-tax losses. The intent was to maintain the debt securities portfolio duration that would otherwise shorten naturally while efficiently deploying capital. Proceeds from the sales were reinvested at higher market yields.

The average life of the debt securities portfolio at September 30, 2025 was estimated to be 5.9 years, with a duration of approximately 4.0 years, inclusive of fair value hedges (see Table 19). These metrics compare with an estimated average life of 6.1 years and a duration of approximately 4.5 years for the portfolio at December 31, 2024.

LOANS HELD FOR SALE

The following table presents Regions’ loans held for sale by type:

Table 2—Loans Held for Sale


	September 30, 2025		December 31, 2024
	(In millions)
Commercial	$	304	$	372
Residential first mortgage	253		222
Consumer and other performing	4		—
Non-performing	12		—
	$	573	$	594

Commercial loans held for sale include commercial mortgage loans originated for sale to third parties and commercial loans originally recorded as held for investment when management has the intent to sell. Levels of commercial loans held for sale fluctuate based on timing of sale to third parties. The levels of residential first mortgage loans held for sale that are part of the Company's mortgage originations fluctuate depending on the timing of origination and sale to third parties.

Table of Contents

LOANS

GENERAL

Loans, net of unearned income, represented 69 percent of interest-earning assets as of September 30, 2025. The following table presents the distribution of Regions' loan portfolio by segment and class, net of unearned income:

Table 3—Loan Portfolio


	September 30, 2025		December 31, 2024
	(In millions, net of unearned income)
Commercial and industrial	$	49,234	$	49,671
Commercial real estate mortgage—owner-occupied	4,835		4,841
Commercial real estate construction—owner-occupied	285		333
Total commercial	54,354		54,845
Commercial investor real estate mortgage	7,122		6,567
Commercial investor real estate construction	1,948		2,143
Total investor real estate	9,070		8,710
Residential first mortgage	19,881		20,094
Home equity lines	3,209		3,150
Home equity loans	2,340		2,390
Consumer credit card	1,437		1,445

Other consumer(1)	5,834		6,093
Total consumer	32,701		33,172
	$	96,125	$	96,727

_____

PORTFOLIO CHARACTERISTICS

Loans, net of unearned income, decreased $602 million from year-end 2024 due to a decline in commercial loans and declines across most consumer loans as discussed below. These declines were partially offset by an increase in investor real estate loans. Regions manages loan growth with a focus on risk management and risk-adjusted return on capital.

The following sections describe the composition of the portfolio segments and classes disclosed in Table 3, explain changes in balances from year-end 2024 and highlight the related risk characteristics. Regions believes that its loan portfolio is well diversified by product, client, and geography throughout its footprint. However, the loan portfolio may be exposed to certain concentrations of credit risk which exist in relation to individual borrowers or groups of borrowers, certain types of collateral, certain types of industries, and certain loan products. See Note 4 "Loans and the Allowance for Credit Losses" to the consolidated financial statements for additional discussion.

Commercial

Over half of the Company’s total loans are included in the commercial portfolio segment. These balances are spread across numerous industries, as noted in Table 4. The Company manages the related risks to this portfolio by setting certain lending limits for each significant industry.

The commercial portfolio segment includes commercial and industrial loans for use in customers' normal business operations to finance working capital needs, equipment purchases, expansion projects and acquisitions. Regions' commercial and industrial loans generally mature within a five-year period with applicable amortization based on the underlying collateral or financing purpose. Typical loan structures consist of revolving and non-revolving lines of credit, amortizing term loans, guidance facilities, and single-pay loans, further tailored to meet the specific needs of the customer. These loans frequently have a covenant package combination inclusive of applicable debt service coverage, leverage, and liquidity measurements.

Underwriting of commercial and industrial loans includes the assessment of the financial performance and profile, management experience and capability, industry position and outlook, the applicability of the transactional structure, as well as the repayment enhancement provided by collateral, guarantees, and ownership or sponsorship. Any forward view of operating performance is tested against applicable stressors that may include revenue decline, margin compression, and interest rate hikes.

Commercial and industrial loans decreased $437 million since year-end 2024 due to loans refinanced off the Company's balance sheet through the debt capital markets and loan utilization rates remaining below historic levels. In the nine months ended September 30, 2025, the decline in commercial and industrial loans was broad-based as shown in Table 4.

The commercial portfolio also includes owner-occupied commercial real estate mortgage loans to operating businesses, which are loans for long-term financing on real estate assets, and are repaid by cash generated by business operations. Owner-occupied commercial real estate construction loans are made to commercial businesses for the development of land or

Table of Contents

construction of a building where the repayment is derived from revenues generated from the business of the borrower. These owner-occupied real estate and real estate construction loans generally mature within a 10 year period and with amortization periods reflecting the longer life of the underlying collateral. Typical structure is an amortizing term loan, though construction loans are short-term, monitored, non-revolving draw facilities. These loans frequently have a covenant package combination consistent with the underwriting of commercial loans, inclusive of applicable debt service coverage, leverage, and liquidity measurements.

Underwriting for owner-occupied real estate and real estate construction loans is consistent with the underwriting of commercial loans, with particular attention to the enhancement provided by the underlying real estate collateral.

Real estate appraisals, for both commercial and IRE loans, are performed in accordance with regulatory guidelines. In some cases, reports from automated valuation services are used or internal evaluations are performed. An appraisal is ordered and reviewed prior to loan closing, and a new appraisal or evaluation is generally ordered when market conditions indicate a potential decline in the value of the collateral, or when the loan is either modified, renewed, or deteriorates to a certain level of credit weaknesses.

Investor Real Estate

Loans for real estate development are repaid through cash flows related to the operation, sale or refinance of the property. This portfolio segment includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of real estate or income generated from the real estate collateral. A portion of Regions’ IRE portfolio segment consists of loans secured by residential product types (land, single-family and condominium loans) within Regions’ markets. Additionally, this category includes loans made to finance income-producing properties such as apartment buildings, office and industrial buildings, and retail shopping centers. Total IRE loans increased $360 million in comparison to year-end 2024 balances due to increases in fundings to previously approved projects and new term loans for apartments, data centers and industrial properties.

IRE loans generally mature within a three-to-seven-year period and consist of full, partial, and non-recourse guarantee structures. Typical term loan structures include annually testing operating covenants that require loan rebalancing based on minimum debt service coverage, debt yield, and/or LTV tests. Construction and land development loans generally mature in 12 to 24 months for acquisition and development, to 42 to 60 months for construction and contain full or partial recourse guarantee structures with 12 to 24 month extension options or roll-to-permanent financing options that often result in term loans.

Underwriting on IRE properties is based on the economic viability of the project with significant consideration given to the creditworthiness and experience of the sponsor, who is responsible for managing the property. The Company generally requires that the owner, who provides the capital to purchase the property, infuse their equity prior to any advances. Re-margining requirements (e.g., required equity infusions upon a decline in value or cash flow of the collateral) are often included in the loan agreement along with required guarantees of the sponsor.

Table of Contents

The following tables provide detail of Regions' commercial and IRE lending balances in selected industries.

Table 4—Commercial and Investor Real Estate Industry Exposure


	September 30, 2025								December 31, 2024 (3)
	Loans		Unfunded Commitments		Total Exposure		Percent of Balance		Loans		Unfunded Commitments		Total Exposure	Percent of Balance
	(In millions)
Commercial:
Administrative, support, waste and repair	$	1,121	$	782	$	1,903	1.8	%	$	1,306	$	751	$2,057	2.0	%
Agriculture	194		117		311		0.2	%	211		142		353	0.3	%
Educational services	3,094		726		3,820		3.6	%	3,229		875		4,104	4.0	%
Energy	1,484		3,883		5,367		5.1	%	1,322		3,484		4,806	4.7	%
Financial services	8,191		9,688		17,879		16.9	%	8,463		9,308		17,771	17.4	%
Government and public sector	3,253		515		3,768		3.6	%	3,121		437		3,558	3.5	%
Healthcare	3,170		2,500		5,670		5.4	%	3,338		2,480		5,818	5.7	%
Information	1,983		1,114		3,097		2.9	%	2,186		1,115		3,301	3.2	%
Manufacturing	5,063		5,104		10,167		9.6	%	5,037		5,138		10,175	9.9	%
Professional, scientific and technical services	1,823		1,766		3,589		3.4	%	1,970		1,736		3,706	3.6	%
Real estate (1)	9,043		9,417		18,460		17.4	%	8,857		9,110		17,967	17.6	%
Religious, leisure, personal and non-profit services	1,724		981		2,705		2.6	%	1,579		852		2,431	2.4	%
Restaurant, accommodation and lodging	1,250		362		1,612		1.5	%	1,285		216		1,501	1.5	%
Retail trade	2,478		2,063		4,541		4.3	%	2,604		1,908		4,512	4.4	%
Transportation and warehousing	3,464		1,982		5,446		5.1	%	3,655		1,645		5,300	5.2	%
Utilities	2,193		4,000		6,193		5.9	%	2,329		3,223		5,552	5.4	%
Wholesale goods	4,524		3,508		8,032		7.6	%	4,232		3,371		7,603	7.4	%
Other (2)	302		2,993		3,295		3.1	%	121		1,677		1,798	1.8	%
Total commercial	$	54,354	$	51,501	$	105,855	100.0	%	$	54,845	$	47,468	$102,313	100.0	%
Investor real estate:
Hotel	$	149	$	11	$	160	1.3	%	$	188	$	18	$206	1.8	%
Industrial	1,068		222		1,290		10.8	%	808		160		968	8.5	%
Land	107		11		118		1.0	%	74		49		123	1.1	%
Multi-family	4,246		1,118		5,364		44.8	%	3,834		1,417		5,251	46.2	%
Office	1,135		70		1,205		10.1	%	1,325		34		1,359	12.0	%
Retail	221		69		290		2.4	%	314		2		316	2.8	%
Single-family/condo	726		490		1,216		10.2	%	668		467		1,135	10.0	%
Data center	87		71		158		1.3	%	215		32		247	2.2	%
Self storage	38		6		44		0.4	%	16		1		17	0.1	%
Other (2)	1,293		838		2,131		17.7	%	1,268		482		1,750	15.3	%
Total investor real estate	$	9,070	$	2,906	$	11,976	100	%	$	8,710	$	2,662	$11,372	100	%

_______

(1)"Real estate" includes REITs, which are unsecured commercial and industrial products that are real estate related. This portfolio is well diversified, generally has low leverage with strong access to liquidity, and the REITs included in this portfolio are primarily investment or near investment grade.

(2)"Other" contains balances related to non-classifiable and invalid business industry codes offset by payments in process and fee accounts that are not available at the loan level.

(3)As customers' businesses evolve (e.g. up or down the vertical manufacturing chain), Regions may need to change the assigned business industry code used to define the customer relationship. When these changes occur, Regions does not recast the customer history for prior periods into the new classification because the business industry code used in the prior period was deemed appropriate. As a result, year over year changes may be impacted.

Table of Contents

The Company's total non-owner-occupied commercial real estate lending consists of both unsecured commercial and industrial loans that are real estate related (including REITs) and investor real estate loans and are considered to be well diversified across property types. The following tables provide detail of these loans:

Table 5— Unsecured Commercial Real Estate and Investor Real Estate Exposure


	September 30, 2025				December 31, 2024
	Loan Balance		Percent of Total (1)		Loan Balance		Percent of Total (1)
	(In millions)
Residential homebuilders	$	1,331	8.4	%	$	1,081	7.1	%
Apartments	4,867		30.7	%	4,371		28.6	%
Industrial	2,485		15.6	%	2,287		15.0	%
Data center	363		2.3	%	332		2.2	%
Diversified	1,741		11.0	%	1,740		11.4	%
Business offices	1,120		7.1	%	1,473		9.6	%
Residential land	65		0.4	%	55		0.4	%
Retail	1,146		7.2	%	1,458		9.5	%
Healthcare	1,249		7.9	%	1,129		7.4	%
Hotel	732		4.6	%	785		5.1	%
Commercial land	42		0.3	%	19		0.1	%
Self Storage	258		1.6	%	296		1.9	%
Other	460		2.9	%	260		1.7	%
Total (2)	$	15,859	100.0	%	$	15,286	100.0	%

_______

(1)Amounts calculated based on whole dollar values.

(2)Owner-occupied commercial real estate is not included as the principal source of repayment is individual businesses, which more closely aligns with the commercial portfolio credit performance.

Portfolios that are experiencing higher risk due to conditions such as inflationary pressures, higher interest rates, and adverse underlying market fundamentals (identified as portfolios of interest) include business offices and trucking (included within transportation and warehousing) at September 30, 2025 within Table 4 above. Recent and potential future interest rate cuts should ease pressure on borrowers across the entire loan portfolio.

The business offices portfolio remains a portfolio of interest due to low occupancy rates and reductions in net effective rents. The office portfolio totaled $1.1 billion and represented 1.2 percent of total loans at September 30, 2025. The office portfolio included non-performing loans of $113 million and had associated charge-offs of $51 million in the nine months ended September 30, 2025. Approximately 91 percent of the office portfolio was secured, with approximately 62 percent of secured balances located in the South region of the U.S, of which 80 percent were Class A properties. Approximately 55 percent of the office portfolio will mature in the next 12 months. Additionally, the IRE office portfolio had a weighted-average LTV of approximately 67 percent at September 30, 2025, based upon appraisal at origination or most recent received, and a stressed weighted-average LTV of approximately 88 percent as of October 6, 2025, based upon GreenStreet's Commercial Property Price Index. No new loan originations are being contemplated in this portfolio.

The trucking portfolio remains a portfolio of interest as trucking companies have been working through one of the most prolonged downturns in the U.S. domestic freight market. The industry has experienced marginal improvement in 2025; however, freight demand remains soft and tariff policies may reduce demand further. The trucking portfolio totaled $1.3 billion and represented 1.3 percent of total loans at September 30, 2025. The trucking portfolio included non-performing loans of $117 million and had associated charge-offs of $52 million in the nine months ended September 30, 2025. New originations in the sector have been curtailed and those that occur are secured.

Residential First Mortgage

Residential first mortgage loans represent loans to consumers to finance a residence. These loans are typically financed over a 15 to 30 year term and, in most cases, are extended to borrowers to finance their primary residence. Total residential first mortgage loans decreased $213 million in comparison to year-end 2024 balances as payoffs and paydowns outpaced production.

Home Equity Lines

Home equity lines are secured by a first or second mortgage on the borrower's residence and allow customers to borrow against the equity in their homes. Substantially all of this portfolio was originated through Regions' branch network.

Table of Contents

Beginning in December 2016, new home equity lines of credit have a 10-year draw period and a 20-year repayment term. During the 10-year draw period customers do not have an interest-only payment option, except on a very limited basis. From May 2009 to December 2016, home equity lines of credit had a 10-year draw period and a 10-year repayment term. Prior to May 2009, the predominant structure was a 20-year draw period with a balloon payment upon maturity. The term “balloon payment” means there are no principal payments required until the balloon payment is due for interest-only lines of credit.

The following table presents information regarding the future principal payment reset dates for the Company's home equity lines of credit as of September 30, 2025. The balances presented are based on maturity date for lines with a balloon payment and draw period expiration date for lines that convert to a repayment period.

Table 6—Home Equity Lines of Credit - Future Principal Payment Resets


	First Lien		% of Total		Second Lien		% of Total		Total
	(Dollars in millions)
2025	$	20	0.62	%	$	21	0.65	%	$	41
2026	87		2.71	%	91		2.82	%	178
2027	229		7.13	%	194		6.06	%	423
2028	225		7.00	%	143		4.46	%	368
2029	99		3.09	%	68		2.13	%	167
2030-2034	560		17.45	%	995		31.00	%	1,555
2035-2039	133		4.16	%	234		7.28	%	367
Thereafter	9		0.28	%	7		0.22	%	16
Revolving Loans Converted to Amortizing	54		1.69	%	40		1.25	%	94
Total	$	1,416	44.13	%	$	1,793	55.87	%	$	3,209

Home Equity Loans

Home equity loans are also secured by a first or second mortgage on the borrower's residence, are primarily originated as amortizing loans, and allow customers to borrow against the equity in their homes. Substantially all of this portfolio was originated through Regions’ branch network.

Consumer Credit Quality Data

The Company calculates an estimate of the current value of property secured as collateral for both residential first mortgage and home equity lending products (“current LTV”). The estimate is based on home price indices compiled by a third party that is updated typically every three months. The third party data indicates trends for MSAs. Regions uses the third party valuation trends from the MSAs in the Company's footprint in its estimate. The trend data is applied to the loan portfolios taking into account the age of the most recent valuation and geographic area.

The following table presents current LTV data for components of the residential first mortgage, home equity lines and home equity loans classes of the consumer portfolio segment. Current LTV data for some loans in the portfolio is not available due to mergers and systems integrations. The amounts in the table represent the entire loan balance. For purposes of the table below, if the loan balance exceeds the current estimated collateral the entire balance is included in the “Above 100%” category, regardless of the amount of collateral available to partially offset the shortfall.

Table 7—Estimated Current Loan to Value Ranges


	September 30, 2025
	Residential First Mortgage		Home Equity Lines of Credit				Home Equity Loans
			1st Lien		2nd Lien		1st Lien		2nd Lien
	(In millions)
Estimated current LTV:
Above 100%	$	69	$	—	$	—	$	1	$	1
Above 80% - 100%	1,848		1		6		7		13
80% and below	17,751		1,403		1,775		1,776		540
Data not available	213		12		12		2		—
	$	19,881	$	1,416	$	1,793	$	1,786	$	554

Table of Contents


	December 31, 2024
	Residential First Mortgage		Home Equity Lines of Credit				Home Equity Loans
			1st Lien		2nd Lien		1st Lien		2nd Lien
	(In millions)
Estimated current LTV:									`
Above 100%	$	63	$	2	$	—	$	1	$	—
Above 80% - 100%	1,799		2		3		9		11
80% and below	17,898		1,430		1,687		1,883		484
Data not available	334		14		12		2		—
	$	20,094	$	1,448	$	1,702	$	1,895	$	495

Consumer Credit Card

Consumer credit card lending represents primarily open-ended variable interest rate consumer credit card loans.

Other Consumer

Other consumer loans primarily include indirect and direct consumer loans, overdrafts and other revolving loans. Other consumer loans decreased $259 million from year-end 2024 driven by a decline in consumer home improvement lending production.

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 and refreshed FICO scores are obtained by the Company quarterly for most consumer loans. For more information on credit quality indicators refer to Note 4 "Loans and the Allowance for Credit Losses".

ALLOWANCE

The allowance represents management's best estimate of expected losses over the life of the loan and credit commitment portfolios and consists of two components: the allowance for loan losses and the reserve for unfunded credit commitments. Unfunded credit commitments includes items such as letters of credit, financial guarantees and binding unfunded loan commitments. The allowance totaled $1.7 billion at both September 30, 2025 and December 31, 2024.

Details regarding the allowance and net charge-offs, including an analysis of activity in the three and nine months ended September 30, 2025 and 2024, are included below:

Table 8—Allowance for Credit Losses


	Three Months Ended September 30				Nine Months Ended September 30
	2025		2024		2025		2024
	(Dollars in millions)
Beginning allowance for loan losses	$	1,612	$	1,621	$	1,613	$	1,576



Loans charged-off:
Commercial and industrial	57		70		184		192
Commercial real estate mortgage—owner-occupied	1		1		3		2

Commercial investor real estate mortgage	34		12		58		17

Residential first mortgage	1		—		2		1
Home equity lines	—		1		1		3

Consumer credit card	16		16		50		47
Other consumer	51		43		140		145
	160		143		438		407
Recoveries of loans previously charged-off:
Commercial and industrial	10		15		31		31
Commercial real estate mortgage—owner-occupied	1		—		1		1
Commercial real estate construction—owner-occupied	—		—		1		1
Commercial investor real estate mortgage	2		—		2		2

Residential first mortgage	—		1		1		3
Home equity lines	1		1		3		5

Consumer credit card	2		3		7		6
Other consumer	9		6		21		19
	25		26		67		68

Table of Contents


	Three Months Ended September 30						Nine Months Ended September 30
	2025			2024			2025			2024
Net charge-offs (recoveries):
Commercial and industrial	47			55			153			161
Commercial real estate mortgage—owner-occupied	—			1			2			1
Commercial real estate construction—owner-occupied	—			—			(1)			(1)
Commercial investor real estate mortgage	32			12			56			15

Residential first mortgage	1			(1)			1			(2)
Home equity lines	(1)			—			(2)			(2)

Consumer credit card	14			13			43			41
Other consumer	42			37			119			126
	135			117			371			339
Provision for loan losses	104			103			339			370

Ending allowance for loan losses	1,581			1,607			1,581			1,607

Beginning reserve for unfunded credit commitments	131			111			116			124


Provision for (benefit from) unfunded credit losses	1			10			16			(3)
Ending reserve for unfunded credit commitments	132			121			132			121
Ending allowance for credit losses	$	1,713		$	1,728		$	1,713		$	1,728
Loans, net of unearned income, outstanding at end of period	$	96,125		$	96,789		$	96,125		$	96,789
Average loans, net of unearned income, outstanding for the period	$	96,647		$	97,040		$	96,284		$	97,246



Net loan charge-offs (recoveries) as a % of average loans, annualized (1):
Commercial and industrial	0.37		%	0.44		%	0.41		%	0.43		%
Commercial real estate mortgage—owner-occupied	0.04		%	0.09		%	0.06		%	0.03		%
Commercial real estate construction—owner-occupied	(0.01)		%	(0.01)		%	(0.31)		%	(0.24)		%
Total commercial	0.34		%	0.41		%	0.38		%	0.39		%
Commercial investor real estate mortgage	1.82		%	0.71		%	1.11		%	0.30		%
Commercial investor real estate construction	—		%	(0.01)		%	—		%	—		%
Total investor real estate	1.41		%	0.52		%	0.84		%	0.22		%
Residential first mortgage	0.01		%	(0.01)		%	—		%	(0.01)		%
Home equity lines	(0.12)		%	(0.08)		%	(0.07)		%	(0.10)		%
Home equity loans	(0.01)		%	(0.01)		%	(0.01)		%	(0.02)		%
Consumer credit card	3.94		%	3.84		%	4.12		%	4.07		%

Other consumer	2.83		%	2.37		%	2.67		%	2.70		%
Total consumer	0.67		%	0.58		%	0.65		%	0.65		%
Total	0.55		%	0.48		%	0.52		%	0.47		%
Ratios (1):
Allowance for credit losses at end of period to loans, net of unearned income	1.78		%	1.79		%	1.78		%	1.79		%


Allowance for credit losses at end of period to non-performing loans, excluding loans held for sale	226		%	210		%	226		%	210		%

_______

(1)Amounts have been calculated using whole dollar values.

Net charge-offs increased $18 million and $32 million for the three and nine months ended September 30, 2025, compared to the same periods in 2024, respectively. Economic trends such as interest rates, unemployment, volatility in commodity prices, collateral valuations and inflationary pressure will impact the future levels of net charge-offs and may result in volatility of certain credit metrics for the remainder of 2025 and beyond.

Regions' quarterly allowance estimation process utilizes loss forecasting models for pooled loans, specific reserves for significant individually evaluated non-performing loans, and qualitative adjustments for items not captured by the models including specific adjustments and general imprecision. Key inputs to Regions' loss forecasting models include, but are not limited to, loan risk ratings (commercial and investor real estate loans), maturity date, days past due and FICO scores (consumer loans), collateral values securing loans, and Regions' internally prepared baseline economic forecast. Changes in any of these factors, assumptions, or the availability of new information, could require the allowance to be adjusted in future periods, perhaps materially. Outputs from the loss forecasting models, in combination with Regions' qualitative framework and other analyses, inform management in its estimation of Regions' expected credit losses to ensure the overall allowance estimate is appropriate from both a bottom-up and top-down perspective. Actual losses could vary, perhaps materially, from management’s estimates. See Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2024 for more information.

Table of Contents

Baseline economic forecast

In deriving any forecast, Regions benchmarks its internal forecast with external forecasts and external data available. Regions' September 2025 baseline forecast reflected deterioration across some key variables as compared to the June baseline forecast, which resulted in an increase in the allowance.

The September baseline forecast anticipates real GDP growth of 1.8 percent for 2025 and 2026, with real private domestic demand expected to rise by 2.2 percent in 2025. The quarterly growth pattern over the coming quarters is expected to be somewhat less volatile compared to the first half of 2025. Recent upward revisions to GDP growth and real private domestic demand reflect stronger business investment and consumer spending.

Corporate profits show moderate gains and, despite a slight narrowing of profit margins, they remain well above historical averages, indicating that most firms have been able to absorb higher tariff costs without immediately passing them on to consumers. While profit margins are currently elevated, as margins compress companies may face tougher decisions regarding pricing and cost management. However, recent tax code changes could provide some buffer against higher tariff costs.

Job growth has clearly slowed, but the extent and drivers remain somewhat uncertain as challenges persist with data collection and measurement from monthly employment reports. However, labor supply, particularly among the foreign-born workforce, appears to be a significant factor. While a slower pace of economic growth, combined with heightened attention to operational efficiency and cost control, have contributed to the demand for labor, the reduction in labor supply may be having an equally significant, if not greater, effect on overall job growth.

Inflation data at the retail level has revealed uneven tariff pass-through into final goods prices, with August CPI data showing the largest year-over-year increase in core goods prices since May 2023 and the largest increase in prices for motor vehicles since December 2024. As expected, the FOMC cut the Fed funds rate by 25 basis points during the third quarter of 2025, and by another 25 basis points subsequent to quarter-end on October 29, 2025. Additional incoming labor market and inflation data will determine the extent of further cuts in 2025.

Subsequent to the end of the third quarter of 2025, Congress had not reached an agreement on government funding, resulting in a shutdown of Federal Government operations. While the shutdown did not impact Regions’ September 2025 baseline forecast, the remaining uncertainty of its duration and resolution creates challenges for any future forecast.

The risks to the baseline forecast are weighted to the downside. Current prevailing economic uncertainty and the potential for further disruption could likely influence future levels of the allowance.

Table 9 below reflects a range of macroeconomic factors utilized in the baseline economic forecast over the two-year R&S forecast period as of September 30, 2025. The unemployment rate is the most significant macroeconomic factor among the allowance models and as of the June 2025 baseline forecast was expected to remain relatively consistent over the forecast period.

Table 9—Macroeconomic Factors in the Forecast


	Pre-R&S Period		Baseline R&S Forecast
			September 30, 2025
	3Q2025		4Q2025		1Q2026		2Q2026		3Q2026		4Q2026		1Q2027		2Q2027		3Q2027
Unemployment rate	4.3	%	4.4	%	4.4	%	4.4	%	4.4	%	4.4	%	4.3	%	4.3	%	4.3	%
Real GDP, annualized % change	1.4	%	1.2	%	1.7	%	1.9	%	1.9	%	2.1	%	1.9	%	2.0	%	1.9	%

HPI, year-over-year % change	0.8	%	(0.6)	%	(1.5)	%	(1.4)	%	(0.8)	%	0.6	%	2.2	%	2.9	%	3.3	%
CPI, year-over-year % change	2.9	%	3.0	%	2.9	%	3.2	%	3.0	%	2.7	%	2.6	%	2.5	%	2.4	%

Portfolio, credit metrics, and specific reserves

The loan portfolio composition is evaluated each quarter and changes to the composition can influence modeled allowance results.

Credit metrics are monitored throughout each quarter and are a key consideration in the allowance process. In the third quarter of 2025, overall asset quality improved. Commercial and investor real estate criticized balances decreased approximately $926 million from $4.6 billion in the second quarter to $3.7 billion in the third quarter of 2025. The decrease was due primarily to upgrades and significant payoffs during the quarter, which were fairly widespread across numerous industry portfolios. Non-performing loans, excluding held for sale, decreased approximately $18 million from $776 million in the second quarter to $758 million in the third quarter of 2025. See Table 11 for more details regarding non-performing assets. While the ratio of net charge-offs to average loans increased 8 basis points for the third quarter of 2025 compared to the second quarter of 2025, the majority of business services charge-offs related to previously identified portfolios of interest for which specific reserves had already been established. The combination of credit quality improvements and specific reserve changes drove a net decrease in the allowance during the third quarter.

Table of Contents

Qualitative adjustments

While it is the intent of Regions' quantitative allowance methodologies to reflect all risk factors, including incremental risk in portfolios identified as under stress, any estimate involves assumptions and uncertainties resulting in some level of imprecision. Regions' qualitative framework has a general imprecision component which is meant to acknowledge that model and forecast errors are inherent in any modeling estimate. In the third quarter of 2025, the general imprecision component increased due to uncertainty related to the government shutdown and continued elevated economic uncertainty partially offset by general model imprecision improvements.

The qualitative framework also has specific adjustment components which are reserves meant to capture specific issues or events that management believes are not adequately captured in the model outcomes. Qualitative adjustments for the third quarter of 2025 were reduced slightly from the second quarter of 2025 levels due to improvements in previously identified portfolios of interest.

The combined results from general imprecision and specific qualitative adjustments slightly increased the allowance during the third quarter.

Overall allowance

Based upon the factors discussed above, the September 30, 2025 allowance decreased $30 million compared to the second quarter of 2025 due primarily to improvement in commercial and investor real estate criticized loans, a decline in non-performing loans, and continued resolutions of loans within previously identified portfolios of interest, partially offset by a decline in the economic forecast.

Allocation of the allowance by portfolio segment and class is summarized as follows:

Table 10—Allowance Allocation


	September 30, 2025						December 31, 2024
	Loan Balance		Allowance Allocation		Allowance to Loans %(1)			Loan Balance		Allowance Allocation		Allowance to Loans %(1)
	(Dollars in millions)
Commercial and industrial	$	49,234	$	774	1.57	%		$	49,671	$	717	1.44	%
Commercial real estate mortgage—owner-occupied	4,835		106		2.18	%		4,841		108		2.22	%
Commercial real estate construction—owner-occupied	285		8		2.81	%		333		9		2.75	%
Total commercial	54,354		888		1.63	%		54,845		834		1.52	%
Commercial investor real estate mortgage	7,122		140		1.97	%		6,567		216		3.29	%
Commercial investor real estate construction	1,948		25		1.28	%		2,143		31		1.47	%
Total investor real estate	9,070		165		1.82	%		8,710		247		2.84	%
Residential first mortgage	19,881		113		0.57	%		20,094		106		0.53	%
Home equity lines	3,209		94		2.92	%		3,150		86		2.73	%
Home equity loans	2,340		29		1.25	%		2,390		27		1.12	%
Consumer credit card	1,437		121		8.41	%		1,445		122		8.44	%
Other consumer	5,834		303		5.20	%		6,093		307		5.05	%
Total consumer	32,701		660		2.02	%		33,172		648		1.95	%
Total	$	96,125	$	1,713	1.78	%		$	96,727	$	1,729	1.79	%

_____

(1)Amounts have been calculated using whole dollar values.

Table of Contents

NON-PERFORMING ASSETS

The following table presents non-performing assets as of September 30, 2025 and December 31, 2024:

Table 11—Non-Performing Assets


	September 30, 2025			December 31, 2024
	(Dollars in millions)
Non-performing loans:
Commercial and industrial	$	524		$	408
Commercial real estate mortgage—owner-occupied	41			37
Commercial real estate construction—owner-occupied	1			5
Total commercial	566			450
Commercial investor real estate mortgage	137			423

Total investor real estate	137			423
Residential first mortgage	24			23
Home equity lines	24			26
Home equity loans	7			6

Total consumer	55			55

Total non-performing loans, excluding loans held for sale	758			928
Non-performing loans held for sale	12			—
Total non-performing loans(1)	770			928
Foreclosed properties	18			14

Total non-performing assets(1)	$	788		$	942
Accruing loans 90+ days past due:
Commercial and industrial	$	4		$	7
Commercial real estate mortgage—owner-occupied	2			1

Total commercial	6			8



Residential first mortgage(2)	84			88
Home equity lines	14			16
Home equity loans	7			7
Consumer credit card	20			20
Other consumer	23			27
Total consumer	148			158
Total accruing loans 90+ days past due	$	154		$	166

Non-performing loans(1) to loans and non-performing loans held for sale	0.80		%	0.96		%
Non-performing loans, excluding loans held for sale(1) to loans	0.79		%	0.96		%
Non-performing assets(1) to loans, foreclosed properties and non-performing loans held for sale	0.82		%	0.97		%

_________

(1)Excludes accruing loans 90+ days past due.

(2)Excludes residential first mortgage loans that are 100% guaranteed by the FHA and all guaranteed loans sold to Ginnie Mae where Regions has the right but not the obligation to repurchase. Total 90+ days or more past due guaranteed loans excluded were $48 million at September 30, 2025 and $55 million at December 31, 2024.

Non-performing loans (excluding loans held for sale) at September 30, 2025 decreased $170 million as compared to year-end 2024 levels primarily due to reductions in the business offices, healthcare and apartments portfolios, which were partially offset by an increase in the manufacturing portfolio. The same economic trends that impact net charge-offs, as discussed above, will impact the future level of non-performing loans. Circumstances related to individually large credits could also result in volatility.

Table of Contents

The following tables provide an analysis of non-accrual loans (excluding loans held for sale) by portfolio segment:

Table 12— Analysis of Non-Accrual Loans


	Non-Accrual Loans, Excluding Loans Held for Sale for the Nine Months Ended September 30, 2025
	Commercial		Investor Real Estate		Consumer(1)		Total
	(In millions)
Balance at beginning of period	$	450	$	423	$	55	$	928
Additions	492		47		—		539
Net payments/other activity	(156)		(192)		—		(348)
Return to accrual	(16)		—		—		(16)
Charge-offs on non-accrual loans(2)	(179)		(58)		—		(237)
Transfers to held for sale(3)	(22)		(17)		—		(39)

Net loan sales	(3)		(66)		—		(69)
Balance at end of period	$	566	$	137	$	55	$	758


	Non-Accrual Loans, Excluding Loans Held for Sale for the Nine Months Ended September 30, 2024
	Commercial		Investor Real Estate		Consumer(1)		Total
	(In millions)
Balance at beginning of period	$	515	$	233	$	57	$	805
Additions	485		164		—		649
Net payments/other activity	(280)		(92)		(2)		(374)
Return to accrual	(21)		—		—		(21)
Charge-offs on non-accrual loans(2)	(187)		(17)		—		(204)
Transfers to held for sale(3)	(9)		(1)		—		(10)

Net loan sales	(24)		—		—		(24)
Balance at end of period	$	479	$	287	$	55	$	821

________

(1)All net activity within the consumer portfolio segment other than sales and transfers to held for sale (including related charge-offs) is included as a single net number within the net payments/other activity line.

(2)Includes charge-offs on loans on non-accrual status and charge-offs taken upon sale and transfer of non-accrual loans to held for sale.

(3)Transfers to held for sale are shown net of charge-offs recorded upon transfer.

GOODWILL

Goodwill totaled $5.7 billion at both September 30, 2025 and December 31, 2024. Refer to Note 1 "Summary of Significant Accounting Policies" and Note 9 "Goodwill and Other Intangible Assets" to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024 for the methodologies and assumptions used in the goodwill impairment analysis.

DEPOSITS

Regions competes with other banking and financial services companies for a share of the deposit market. Regions’ ability to compete in the deposit market depends heavily on the pricing of its deposits and how effectively the Company meets customers’ needs. Regions employs various means to meet those needs and enhance competitiveness, such as providing a high level of customer service, competitive pricing and convenient branch locations for its customers. Regions also serves customers through providing centralized, high-quality banking services through the Company's digital channels and contact center.

Table of Contents

Deposits are Regions’ primary source of funds, providing funding for over 90 percent of average earning assets at both September 30, 2025 and December 31, 2024. The following table summarizes deposits by category and by segment:

Table 13—Deposits by Category and by Segment


	September 30, 2025		December 31, 2024
	(In millions)
Non-interest-bearing deposits	$	39,768	$	39,138
Interest-bearing checking	24,669		25,079
Savings	11,944		12,022
Money market—domestic	39,051		35,644

Time deposits	14,902		15,720



	$	130,334	$	127,603

Consumer Bank segment	$	79,689	$	78,637
Corporate Bank segment	40,415		38,361
Wealth Management segment	7,654		7,736
Other(1)	2,576		2,869
	$	130,334	$	127,603

____

(1) Other deposits represent non-customer balances primarily consisting of wholesale funding (for example, selected deposits and brokered time deposits). Other deposits include brokered deposits totaling $1.8 billion at September 30, 2025 and $2.2 billion at December 31, 2024.

Total deposits at September 30, 2025 increased approximately $2.7 billion compared to year-end 2024 levels driven primarily by growth in money market and, to a lesser degree, non-interest-bearing deposits from growth in corporate and consumer deposits. The increase in deposits reflects customer growth and preference for liquidity as there remains some uncertainty in the economic environment. The mix of non-interest-bearing deposits remained stable at approximately 31 percent of total deposits at both September 30, 2025 and December 31, 2024. Regions' deposits are granular and diversified including insured and collateralized deposits, with consumer deposits making up more than 60 percent of the total deposit base at both September 30, 2025 and December 31, 2024.

See the "Liquidity" and "Market Risk-Interest Rate Risk" sections for further discussion on liquidity and interest rates.

BORROWED FUNDS

Short-Term Borrowings

Short-term borrowings, which primarily consist of FHLB advances, were $1.3 billion at September 30, 2025 and $500 million at December 31, 2024. The levels of these borrowings can fluctuate depending on the Company's funding needs and the sources utilized.

Short-term secured borrowings, such as securities sold under agreements to repurchase and FHLB advances, are a portion of Regions' funding strategy. See the "Liquidity" section for further detail of Regions' borrowing capacity with the FHLB.

Table 14—Long-Term Borrowings


	September 30, 2025		December 31, 2024
	(In millions)
Regions Financial Corporation (Parent):
2.25% senior notes due May 2025	$	—	$	749
1.80% senior notes due August 2028	648		647
5.722% senior notes due June 2030(1)	747		746
5.502% senior notes due September 2035(2)	995		994
6.75% subordinated debentures due November 2025	150		151
7.375% subordinated notes due December 2037	298		299
Valuation adjustments on hedged long-term debt	(51)		(91)
	2,787		3,495
Regions Bank:
FHLB advances	1,500		2,000
6.45% subordinated notes due June 2037	497		496
Other long-term debt	1		2
	1,998		2,498
Total consolidated	$	4,785	$	5,993

____

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

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

Table of Contents

Long-term borrowings decreased by approximately $1.2 billion from year-end 2024 due to the maturity of the Company's 2.25% senior notes in the second quarter of 2025 and a $500 million decrease in FHLB advances in the third quarter of 2025.

Funding from the FHLB and Federal Reserve Bank is secured by pledged assets, primarily certain loan portfolios which are also subject to blanket lien arrangements with the FHLB and Federal Reserve Bank. As of September 30, 2025, Regions' blanket lien arrangements with these entities covered a total loan balance of approximately $93.4 billion and included loans from various loan portfolios. However, borrowing capacity with the FHLB and Federal Reserve Bank is contingent on a subset of the blanket lien portfolios which are eligible and pledged according to the parameters for each counterparty.

REGULATORY REQUIREMENTS

CAPITAL RULES

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

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

Regions participates in supervisory stress testing conducted by the Federal Reserve and its SCB is currently floored at 2.5 percent. See Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income" to the consolidated financial statements for further details regarding CCAR results.

The following table summarizes the applicable holding company and bank regulatory requirements:

Table 15—Regulatory Capital Requirements


	September 30, 2025 Ratio(1)		December 31, 2024 Ratio		Minimum Requirement		Minimum Requirement plus SCB (2)		To Be Well Capitalized

Common equity Tier 1 capital:
Regions Financial Corporation	10.86	%	10.80	%	4.50	%	7.00	%	N/A
Regions Bank	11.66		11.32		4.50		7.00		6.50	%
Tier 1 capital:
Regions Financial Corporation	11.95	%	12.17	%	6.00	%	8.50	%	6.00	%
Regions Bank	11.66		11.32		6.00		8.50		8.00
Total capital:
Regions Financial Corporation	13.84	%	14.06	%	8.00	%	10.50	%	10.00	%
Regions Bank	13.31		12.97		8.00		10.50		10.00
Leverage capital:
Regions Financial Corporation	9.68	%	9.88	%	4.00	%	4.00	%	N/A
Regions Bank	9.46		9.21		4.00		4.00		5.00

___

(1) The current quarter Basel III CET1 capital, Tier 1 capital, Total capital, and Leverage capital ratios are estimated.

(2) Reflects Regions' SCB of 2.5 percent. SCB does not apply to leverage capital ratios.

In the third quarter of 2023, proposals were issued by the U.S federal banking regulators that, if adopted, would impact the Company related to long-term debt requirements and U.S. implementation of capital requirements under Basel IV rules, more recently referred to as the Basel III "Endgame". The Company continues to monitor developments around the proposals and evaluate their potential impact. Additional discussion of the Basel III Rules, their applicability to Regions, recent proposals and final rules issued by the federal banking agencies and recent laws enacted that impact regulatory requirements is included in the "Supervision and Regulation" subsection of the "Business" section in Regions’ Annual Report on Form 10-K for the year ended December 31, 2024.

LIQUIDITY

Regions maintains a robust liquidity management framework designed to effectively manage liquidity risk in accordance with sound risk management principals and regulatory expectations. The framework establishes sustainable processes and tools to effectively identify, measure, mitigate, monitor, and report liquidity risks beginning with Regions’ Liquidity Management Policy and the Liquidity Risk Appetite Statements approved by the Board. Processes within the liquidity management

Table of Contents

framework include, but are not limited to, liquidity risk governance, cash management, liquidity stress testing, liquidity risk limits, contingency funding plans, and collateral management. While the framework is designed to comply with liquidity regulations, the processes are further tailored to be commensurate with Regions’ operating model and risk profile.

See the "Liquidity" section for more information. Also, see the “Supervision and Regulation—Liquidity Requirements” subsection of the “Business” section and the "Risk Factors" section in the 2024 Annual Report on Form 10-K for additional information.

RATINGS

Table 16 "Credit Ratings" reflects the debt ratings information of Regions Financial Corporation and Regions Bank by S&P, Moody’s, Fitch and DBRS.

Table 16—Credit Ratings

As of September 30, 2025

S&P

Moody’s

Fitch

DBRS (1)

Regions Financial Corporation

Senior unsecured debt

BBB+

Baa1

A-

Subordinated debt

BBB

Baa1

BBB+

Regions Bank

Short-term

A-2

P-1

R-1M

Long-term bank deposits

N/A

Senior unsecured debt

A-

Baa1

A-

Subordinated debt

BBB+

Baa1

BBB+

Outlook

Stable

Positive

____

(1) As of March 31, 2024, DBRS withdrew their rating on Regions Financial Corporation's subordinated debt.

On September 8, 2025, DBRS affirmed the Company's senior unsecured debt rating and revised its outlook to positive from stable citing Regions strong deposit franchise and market share in the Southeastern region.

In general, ratings agencies base their ratings on many quantitative and qualitative factors, including capital adequacy, liquidity, asset quality, business mix, probability of government support, and level and quality of earnings. Any downgrade in credit ratings by one or more ratings agencies may impact Regions in several ways, including, but not limited to, Regions’ access to the capital markets or short-term funding, borrowing cost and capacity, collateral requirements, and acceptability of its letters of credit, thereby potentially adversely impacting Regions’ financial condition and liquidity. See “Risk Factors” for more information.

A security rating is not a recommendation to buy, sell or hold securities, and the ratings are subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Additional information on the credit rating ranking within the overall classification system is located on the website of each credit rating agency.

SHAREHOLDERS' AND TOTAL EQUITY

Shareholders’ equity was $19.0 billion at September 30, 2025 as compared to $17.9 billion at December 31, 2024. During the nine months ended September 30, 2025, net income increased shareholders' equity by $1.6 billion, cash dividends on common stock reduced shareholders' equity by $685 million, and cash dividends on preferred stock reduced shareholders' equity by $71 million. Changes in OCI increased shareholders' equity by $1.3 billion, primarily due to available for sale securities and derivative instruments as a result of changes in market interest rates during the nine months ended September 30, 2025. During the second quarter of 2025, the Company redeemed all of the outstanding shares of its Series D preferred stock, which decreased shareholders' equity by $350 million. Common stock repurchased during the nine months ended September 30, 2025 decreased shareholders' equity by $637 million. These shares were immediately retired upon repurchase and therefore were not included in treasury stock.

Total equity included noncontrolling interest of $46 million and $31 million at September 30, 2025 and December 31, 2024, respectively. The noncontrolling interest represents the unowned portion of a low income housing tax credit fund syndication, of which Regions held the majority interest at September 30, 2025 and December 31, 2024.

Subsequent to September 30, 2025, the Company purchased 8.0 million shares for approximately $195 million through November 3, 2025. These shares were immediately retired upon repurchase and therefore were not included in treasury stock.

See Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)" section for additional information.

Table of Contents

Table 17 "Consolidated Average Daily Balances and Yield/Rate Analysis" presents a detail of net interest income (on a taxable-equivalent basis), the net interest margin, and the net interest spread.

Table 17—Consolidated Average Daily Balances and Yield/Rate Analysis



	Three Months Ended September 30
	2025						2024
	Average Balance		Income/ Expense		Yield/ Rate (1)		Average Balance		Income/ Expense		Yield/ Rate (1)
	(Dollars in millions; yields on taxable-equivalent basis)
Assets
Earning assets:
Federal funds sold and securities purchased under agreements to resell	$	—	$	—	—	%	$	1	$	—	5.44	%
Debt securities (2)(3)	33,223		293		3.53		32,252		241		2.98
Loans held for sale	662		9		5.52		642		11		6.56
Loans, net of unearned income (4)(5)	96,647		1,398		5.70		97,040		1,475		6.02
Interest-bearing deposits in other banks	8,316		94		4.51		6,682		92		5.52
Other earning assets	1,519		14		3.63		1,456		13		3.58
Total earning assets	140,367		1,808		5.09		138,073		1,832		5.26
Unrealized gains/(losses) on securities available for sale, net (2)	(1,001)						(2,213)
Allowance for loan losses	(1,616)						(1,629)
Cash and due from banks	2,892						2,822
Other non-earning assets	18,447						17,614
	$	159,089					$	154,667
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Savings	$	12,046	4		0.13		$	12,183	4		0.13
Interest-bearing checking	24,274		86		1.41		23,599		98		1.64
Money market	38,593		234		2.40		35,051		247		2.80
Time deposits	15,124		132		3.45		15,427		158		4.09
Total interest-bearing deposits (6)	90,037		456		2.01		86,260		507		2.34
Federal funds purchased and securities sold under agreements to repurchase	48		—		4.36		22		—		4.40
Other short-term borrowings	696		8		4.49		641		10		5.42
Long-term borrowings	5,527		75		5.39		5,351		85		6.28
Total interest-bearing liabilities	96,308		539		2.22		92,274		602		2.59
Non-interest-bearing deposits (6)	39,538		—		—		39,690		—		—
Total funding sources	135,846		539		1.57		131,964		602		1.81
Net interest spread (2)					2.87						2.67
Other liabilities	4,515						4,623
Shareholders’ equity	18,688						18,047
Noncontrolling interest	40						33
	$	159,089					$	154,667
Net interest income /margin on a taxable-equivalent basis (7)			$	1,269	3.59	%			$	1,230	3.54	%

_______

(1)Amounts have been calculated using whole dollar values and the prevailing interest accrual methodology.

(2)Debt securities are included on an amortized cost basis with yield and net interest margin calculated accordingly.

(3)Interest income on debt securities includes hedging income of $7 million and $3 million for the three months ended September 30, 2025 and 2024, respectively.

(4)Loans, net of unearned income include non-accrual loans for all periods presented.

(5)Interest income on loans, net of unearned income, includes hedging expense of $65 million and $110 million for the three months ended September 30, 2025 and 2024, respectively. Interest income on loans, net of unearned income, also includes net loan fees of $31 million and $36 million for the three months ended September 30, 2025 and 2024 , respectively.

(6)Total deposit costs may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest-bearing deposits and equaled 1.39% and 1.60% for the three months ended September 30, 2025 and 2024, respectively.

(7)The computation of taxable-equivalent net interest income is based on the statutory federal income tax rate of 21%, adjusted for applicable state income taxes net of the related federal tax benefit.

Table of Contents



	Nine Months Ended September 30
	2025						2024
	Average Balance		Income/ Expense		Yield/ Rate(1)		Average Balance		Income/ Expense		Yield/ Rate(1)
	(Dollars in millions; yields on taxable-equivalent basis)
Assets
Earning assets:
Federal funds sold and securities purchased under agreements to resell	$	1	$	—	4.42	%	$	1	$	—	5.44	%
Debt securities (2)(3)	32,798		845		3.44		31,800		669		2.80
Loans held for sale	535		26		6.50		557		28		6.61
Loans, net of unearned income (4)(5)	96,284		4,141		5.70		97,246		4,353		5.94
Interest-bearing deposits in other banks	8,529		285		4.48		5,868		246		5.61
Other earning assets	1,490		44		3.92		1,414		47		4.47
Total earning assets	139,637		5,341		5.08		136,886		5,343		5.19
Unrealized gains/(losses) on securities available for sale, net (2)	(1,352)						(2,838)
Allowance for loan losses	(1,628)						(1,615)
Cash and due from banks	2,914						2,694
Other non-earning assets	18,417						17,871
	$	157,988					$	152,998
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Savings	$	12,174	12		0.13		$	12,437	12		0.13
Interest-bearing checking	24,722		263		1.42		24,100		303		1.68
Money market	37,213		658		2.37		34,358		713		2.77
Time deposits	15,416		412		3.57		15,386		476		4.13

Total interest-bearing deposits (6)	89,525		1,345		2.01		86,281		1,504		2.33
Federal funds purchased and securities sold under agreements to repurchase	56		1		4.39		13		—		4.83
Other short-term borrowings	346		12		4.52		560		24		5.47
Long-term borrowings	5,728		237		5.47		3,790		190		6.63
Total interest-bearing liabilities	95,655		1,595		2.23		90,644		1,718		2.53
Non-interest-bearing deposits(6)	39,384		—		—		40,375		—		—
Total funding sources	135,039		1,595		1.58		131,019		1,718		1.75
Net interest spread (2)					2.85						2.66
Other liabilities	4,523						4,647
Shareholders’ equity	18,390						17,295
Noncontrolling interest	36						37
	$	157,988					$	152,998
Net interest income/margin on a taxable-equivalent basis (7)			$	3,746	3.59	%			$	3,625	3.54	%

_______

(1)Amounts have been calculated using whole dollar values and the prevailing interest accrual methodology.

(2)Debt securities are included on an amortized cost basis with yield and net interest margin calculated accordingly.

(3)Interest income on debt securities includes hedging income of $15 million and $7 million for the nine months ended September 30, 2025 and 2024, respectively.

(4)Loans, net of unearned income include non-accrual loans for all periods presented.

(5)Interest income on loans, net of unearned income, includes hedging expense of $192 million and $343 million for the nine months ended September 30, 2025 and 2024, respectively. Interest income on loans, net of unearned income, also includes net loan fees of $92 million and $105 million for the nine months ended September 30, 2025 and 2024 , respectively.

(6)Total deposit costs may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest-bearing deposits and equaled 1.39% and 1.58% for the nine months ended September 30, 2025 and 2024, respectively.

Net interest income is Regions’ principal source of income and is one of the most important elements of Regions’ ability to meet its overall performance goals. Both net interest income and net interest margin are influenced by both long-term and short-term market interest rates.

Net interest income (taxable-equivalent basis) and net interest margin increased in both the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024 due primarily to the benefits of new fixed-rate asset originations and reinvestments in the high rate environment as well as the benefits from securities repositioning activities completed in late 2024 and the first and third quarters of 2025. Net interest income and net interest margin are well protected from the reduction in short-term interest rates with floating-rate asset yield declines being offset by hedging benefits and lower

Table of Contents

funding costs. Growth in deposit balances also improved the funding mix. Net interest margin continued to be negatively impacted by higher cash balances (see the "Cash and Cash Equivalents" section for related discussion).

MARKET RISK—INTEREST RATE RISK

Regions’ primary market risk is interest rate risk. This includes uncertainty with respect to absolute interest rate levels as well as relative interest rate levels, which are impacted by both the shape and the slope of the various yield curves that affect the financial products and services that the Company offers. As its primary tool to analyze this risk, Regions measures the change in its net interest income in various interest rate scenarios compared to a base case scenario. Net interest income sensitivity to market rate movements is a useful short-term indicator of Regions’ interest rate risk.

In addition to net interest income simulations, Regions also utilizes an EVE analysis as a measurement tool to estimate risk exposure over a longer-term horizon. EVE measures the extent to which the economic value of assets, liabilities and derivative instruments may change in response to fluctuations in interest rates. Importantly, EVE values only the current balance sheet, excluding the growth assumptions used in net interest income sensitivity analyses. Additionally, the results are highly dependent on assumptions for products with embedded prepay optionality and indeterminate maturities. The uncertainty surrounding important assumptions used in EVE analysis may limit its efficacy.

Sensitivity Measurement—Financial simulation models are Regions’ primary tools used to measure interest rate exposure. Using a wide range of sophisticated simulation techniques provides management with extensive information on the potential impact to net interest income caused by changes in interest rates. Models are structured to simulate cash flows and accrual characteristics of Regions’ balance sheet. Assumptions are made about the direction and magnitude of interest rate movements, the slope of the yield curve, and the changing composition of the balance sheet that results from both strategic plans and customer behavior. Among the assumptions are expectations of balance sheet growth and composition, the pricing and maturity characteristics of existing business and the characteristics of future business. Interest rate-related risks are expressly considered, such as pricing spreads, the pricing of deposit accounts, prepayments and other option risks. Regions considers these factors, as well as the degree of certainty or uncertainty surrounding their future behavior.

The primary objective of asset/liability management at Regions is to coordinate balance sheet composition with interest rate risk management to sustain reasonable and stable net interest income throughout various interest rate cycles. In computing interest rate sensitivity, Regions compares a set of alternative interest rate scenarios to the results of a base case scenario derived using “market forward rates.” The set of alternative interest rate scenarios includes instantaneous parallel rate shifts of various magnitudes. In addition to parallel rate shifts, multiple curve steepening and flattening scenarios are contemplated. Regions includes simulations of gradual interest rate movements phased in over a six-month period that may more realistically mimic the speed of potential interest rate changes.

Exposure to Interest Rate Movements—Regions' balance sheet is naturally asset sensitive, with net interest income increasing with higher interest rates, and decreasing with lower interest rates. This is the result of approximately half of the loan portfolio floating contractually with market rate indices, and funding from a large, mostly stable retail deposit portfolio. Importantly, the stability and rate sensitivity of Regions' deposit portfolio has been proven over multiple interest rate cycles. With this natural balance sheet profile, the ability to utilize discretionary asset duration strategies within the investment portfolio and through derivative hedges is critical in mitigating the Bank’s naturally asset sensitive position.

As of September 30, 2025, Regions evidenced a mostly balanced, or "neutral" asset/liability position, with asset and liability duration of approximately 2.6 years, using historically-informed approximations. While the debt securities portfolio has been recorded on the balance sheet at an unrealized loss, deposit value increases more than offset this loss during a rising rate cycle. The additional value of deposits in a higher rate environment is realized in the form of lower-cost funding when compared with wholesale sources. While a balance sheet analysis, particularly EVE analysis, does contemplate the economic value of deposits, the estimated fair value of deposits is equal to their carrying value for certain financial statement footnote disclosures, consistent with industry practices. See Note 10 "Fair Value Measurements" to the consolidated financial statements for additional information.

Recently, pay-fixed fair value hedges and debt securities transfers from available for sale to held to maturity classification have been used to reduce AOCI volatility associated with unrealized securities gains and losses. Inclusive of these activities, the total debt securities portfolio duration is 4.0 years, the available for sale securities portfolio duration is 3.6 years, and the held to maturity securities portfolio duration is 6.0 years. As pay-fixed fair value hedges are further utilized to manage AOCI volatility, receive-fixed cash flow hedges may be entered into as an offset to preserve the interest rate sensitivity of Regions' entire balance sheet.

As of September 30, 2025, Regions' net interest income profile was mostly neutral to both gradual and instantaneous parallel yield curve shifts as compared to the base case for the 12-month measurement horizon ending September 2026. The estimated exposure associated with the rising and falling rate scenarios in Table 18 below reflects the combined impacts of movements in short-term and long-term interest rates. An increase or reduction in short-term interest rates (such as the Federal Funds rate, the interest rate on reserve balances, and SOFR) will drive the yield on assets and liabilities contractually tied to

Table of Contents

such rates higher or lower. In either scenario, it is expected that changes in funding costs and balance sheet hedging income will offset the change in asset yields, resulting in little change to net interest income.

Net interest income remains exposed to intermediate and long-term yield curve tenors. In the current higher interest rate environment, the exposure to fixed-rate asset turnover represents a tailwind to net interest income growth. Elevated, or increasing intermediate and long-term interest rates (such as intermediate to longer-term U.S. Treasuries, swaps and mortgage rates) will drive yields higher on certain fixed-rate, newly originated or renewed loans, and increase prospective yields on certain investment portfolio purchases. The opposite is true in an environment where intermediate and long-term interest rates fall. Additionally, shifts in the long end of the yield curve will impact securities prepayments and alter the amount of discount accretion and premium amortization in any given period.

The interest rate sensitivity analysis presented below in Table 18 is informed by a variety of assumptions and estimates regarding the progression of the balance sheet in both the baseline scenario as well as the scenarios of instantaneous and gradual shifts in the yield curve. Though there are many assumptions which affect the estimates for net interest income, those pertaining to deposit pricing, deposit mix and overall balance sheet composition are particularly impactful. Given the uncertainties associated with monetary policy on industry liquidity levels and the cost of that liquidity, management evaluates the impacts from these key assumptions through sensitivity analysis. Sensitivity calculations are hypothetical and should not be considered predictive of future results.

The Company’s baseline balance sheet assumptions include management's best estimate for balance sheet changes in the coming 12 months. A reduction in deposit balances of $1 billion when compared to the base case estimate would reduce net interest income by $17 million over 12 months in the parallel, instantaneous +100 basis point scenario in Table 18. Conversely, if an additional $1 billion are added, a positive benefit of $17 million would be expected over 12 months in the parallel, instantaneous +100 basis point scenario in Table 18.

In rising rate scenarios only, management assumes that the mix of deposits will change versus the base case as informed by analyses of prior rate cycles. Currently, however, much of the anticipated mix shift has already occurred or is expected to occur within the baseline scenario, mitigating the amount of additional remixing in higher rate scenarios. The magnitude of the remixing shift is rate dependent and equates to an approximate $1.2 billion shift from non-interest bearing deposits into time deposits over 12 months in the parallel, instantaneous +100 basis point scenario in Table 18. Furthermore, over the 12 month horizon, an increase of $1 billion in deposit remixing would decrease net interest income by approximately $21 million, and a decrease of $1 billion in deposit remixing would increase net interest income by $21 million in the parallel, instantaneous +100 basis point scenario.

The interest-bearing deposit beta is calibrated using the experience from prior rate cycles and is dynamic across both interest rate level and time. The parallel, instantaneous +100 basis point and -100 basis point shock scenarios in Table 18 both incorporate an incremental beta between 35 and 40 percent when compared to the base case scenario. Incremental deposit pricing outperformance or underperformance of 5 percent in a parallel, instantaneous 100 basis point shock would increase or decrease net interest income by approximately $46 million.

The table below summarizes Regions' positioning over the next 12 months in various parallel yield curve shifts (i.e., all yield curve tenors move by the same magnitude). The scenarios are inclusive of all interest rate hedging activities. More information regarding hedges is disclosed in Table 19 and its accompanying description.

Table 18—Interest Rate Sensitivity


	Estimated Annual Change in Net Interest Income September 30, 2025(1)(2)
	(In millions)
Gradual Change in Interest Rates
+ 200 basis points	$	103
+ 100 basis points	51
- 100 basis points	(55)
- 200 basis points	(93)

Instantaneous Change in Interest Rates
+ 200 basis points	$	57
+ 100 basis points	36
- 100 basis points	(48)
- 200 basis points	(67)

________

(1)Disclosed interest rate sensitivity levels represent the 12-month forward looking net interest income changes as compared to market forward rate cases and include expected balance sheet growth and remixing.

(2)Active hedges, including forward starting hedges, are included in the sensitivity analysis to the extent that they fall within the measurement horizon.

Table of Contents

While not depicted in the table above, interest rate movements may also have an impact on the value of Regions’ securities portfolio, which can directly impact the carrying value of shareholders’ equity.

Derivatives—Regions uses financial derivative instruments for management of interest rate sensitivity. ALCO, which consists of members of Regions’ senior management team, in its oversight role for the management of interest rate sensitivity, approves the use of derivatives in balance sheet hedging strategies. Derivatives are also used to offset the risks associated with customer derivatives, which include interest rate, credit, and foreign exchange risks. The most common derivatives Regions employs are forward rate contracts, forward sale commitments, futures contracts, interest rate swaps, interest rate options (caps, floors and collars), and contracts with a combination of these instruments.

Forward rate contracts are commitments to buy or sell financial instruments at a future date at a specified price or yield. Futures contracts subject Regions to market risk associated with changes in interest rates. Because futures contracts are cash settled daily, there is minimal credit risk associated with futures. Interest rate swaps are contractual agreements typically entered into to exchange fixed for variable (or vice versa) streams of interest payments. The notional principal is not exchanged but is used as a reference for the size of interest settlements. Interest rate options are contracts that allow the buyer to purchase or sell a financial instrument at a predetermined price and time. Forward sale commitments are contractual obligations to sell market instruments at a future date for an already agreed-upon price. Foreign currency contracts involve the exchange of one currency for another on a specified date and at a specified rate. These contracts are executed on behalf of the Company's customers and are used by customers to manage fluctuations in foreign exchange rates. The Company is subject to the credit risk that another party will fail to perform.

Regions has made use of interest rate swaps and options in balance sheet hedging strategies to effectively convert a portion of its fixed-rate funding position to a variable-rate position, to effectively convert a portion of its fixed-rate debt securities available for sale portfolio to a variable-rate position, and to effectively convert a portion of its floating-rate loan portfolios to fixed-rate. Regions also uses derivatives to economically manage interest rate and pricing risk associated with its mortgage origination business. In the period of time that elapses between the origination and sale of mortgage loans, changes in interest rates have the potential to cause a decline in the value of the loans in this held-for-sale portfolio. Futures contracts and forward sale commitments are used to protect the value of the loan pipeline and loans held for sale from changes in interest rates and pricing.

The following table presents additional information about hedging interest rate derivatives used by Regions to manage interest rate risk:

Table 19—Hedging Derivatives by Interest Rate Risk Management Strategy


	September 30, 2025
	Notional Amount		Weighted-Average
				Maturity (Years)		Receive Rate			Pay Rate
	(Dollars in millions)
Derivatives in cash flow hedging relationships:
Receive fixed/pay variable swaps - floating-rate loans(1)(2)(3)	$	36,418			3.5		3.2	%		3.9	%
Interest rate options(4)	2,000				2.8
Derivatives in fair value hedging relationships:
Receive variable/pay fixed swaps - debt securities available for sale(1)(2)(3)	5,133				6.3		4.2	%		3.7	%
Receive fixed/pay variable swaps - borrowings(3)	2,400				5.6		2.9	%		3.7	%
Total derivatives designated as hedging instruments	$	45,951

_________

(1)Floating rates represent the most recent fixing for active derivatives and the first forward fixing for future starting derivatives.

(2)Includes forward starting notional with maturity relative to current quarter-end. For more information on notional by year, see Table 20.

(3)All floating rates are SOFR based and may include SOFR conversion spread.

(4)Interest rate options have an average cap strike of 6.22% and a floor of 1.86%.

In the third quarter of 2025, the Company added $2.5 billion in forward-starting receive fixed swaps with a receive rate of 3.7 percent, which will become active in January 2028 and mature in January 2033, to reduce net interest margin volatility associated with floating rate loans.

The Company also added $670 million in pay-fixed swaps with a pay rate of 3.4 percent, which became active in the third quarter of 2025 and mature in 2032 to reduce AOCI volatility in the available for sale securities portfolio. As an offset to the interest rate risk associated with these pay-fixed fair value hedges, the Company added $670 million in receive-fixed interest rate swaps (floating rate loan hedges) with a receive rate of 3.3 percent, which became active in the third quarter of 2025 and mature in September 2032.

Additionally, the Company added approximately $710 million in primarily forward-starting pay fixed interest rate swaps (hedges of debt securities available for sale) with an average pay rate of 3.7 percent, which have an average start date in 2028 and an average maturity in 2032, to reduce AOCI volatility associated with securities reinvestment.

Table of Contents

The following table presents the average asset hedge notional amounts that are active during each of the remaining quarterly and annual periods.

Table 20—Schedule of Notional for Asset Hedging Derivatives


	Average Active Notional Amount (1)
	Quarters Ended				Years Ended
	9/30/2025		12/31/2025		2026		2027		2028		2029		2030		2031		2032		2033		2034
	(In millions)
Asset Hedging Relationships:
Receive fixed/pay variable swaps	$	21,693	$	22,168	$	22,127	$	20,915	$	18,871	$	13,959	$	13,273	$	8,307	$	3,935	$	364	$	217
Receive variable/pay fixed swaps	3,781		4,340		4,421		4,456		4,113		4,035		4,302		4,195		2,275		789		311

Net receive fixed/pay variable swaps	$	17,912	$	17,828	$	17,706	$	16,459	$	14,758	$	9,924	$	8,971	$	4,112	$	1,660	$	(425)	$	(94)

Interest rate options	$	2,000	$	2,000	$	2,000	$	2,000	$	999	$	1	$	—	$	—	$	—	$	—	$	—

_________

(1)Active hedges, including forward-starting hedges, are included in the sensitivity levels disclosed in Table 18 to the extent that they fall within the measurement horizon.

Regions manages the credit risk of these instruments in much the same way as it manages credit risk of the loan portfolios by establishing credit limits for each counterparty and through collateral agreements for dealer transactions. For non-dealer transactions, the need for collateral is evaluated on an individual transaction basis and is primarily dependent on the financial strength of the counterparty. Credit risk is also reduced significantly by entering into legally enforceable master netting agreements. When there is more than one transaction with a counterparty and there is a legally enforceable master netting agreement in place, the exposure represents the net of the gain and loss positions with and collateral received from and/or posted to that counterparty. Most hedging interest rate swap derivatives traded by Regions are subject to mandatory clearing. The counterparty risk for cleared trades effectively moves from the executing broker to the clearinghouse allowing Regions to benefit from the risk mitigation controls in place at the respective clearinghouse. See the “Credit Risk” section in the 2024 Annual Report on Form 10-K for more information on the management of credit risk.

Regions also uses derivatives to meet the needs of its customers. Interest rate swaps, interest rate options and foreign exchange forwards are the most common derivatives sold to customers. Other derivative instruments with similar characteristics are used to hedge market risk and minimize volatility associated with this portfolio. Instruments used to service customers are held in the trading account, with changes in value recorded in the consolidated statements of income.

The primary objective of Regions’ hedging strategies is to mitigate the impact of interest rate changes, from an economic perspective, on net interest income and other financing income and the net present value of its balance sheet. The overall effectiveness of these hedging strategies is subject to market conditions, the quality of Regions’ execution, the accuracy of its valuation assumptions, counterparty credit risk and changes in interest rates.

See Note 9 "Derivative Financial Instruments and Hedging Activities" to the consolidated financial statements for a tabular summary of Regions’ year-end derivatives positions and further discussion.

Regions accounts for residential MSRs at fair market value with any changes to fair value being recorded within mortgage income. Regions also accounts for non-DUS agency commercial MSRs at fair market value with changes to fair value recorded within capital markets income. Regions enters into derivative transactions to economically mitigate the impact of market value fluctuations related to MSRs at fair market value. Derivative instruments entered into in the future could be materially different from the current risk profile of Regions’ current portfolio.

LIQUIDITY

Liquidity is an important factor in the financial condition of Regions and affects Regions’ ability to meet the needs of the Company and its customers. Regions’ goal in liquidity management is to maintain diverse liquidity sources and reserves sufficient to satisfy the cash flow requirements of depositors and borrowers, under normal and stressed conditions. Accordingly, Regions maintains a variety of liquidity sources to fund its obligations, as further described below. See also Note 12 "Commitments, Contingencies and Guarantees" to the consolidated financial statements for additional discussion of the Company’s funding requirements. Furthermore, Regions performs specific procedures, including scenario analyses and stress testing to evaluate and maintain appropriate levels of available liquidity in alignment with liquidity risk.

Regions' operation of its business provides a generally balanced liquidity base which is comprised of customer assets, consisting principally of loans, and funding provided by customer deposits and borrowed funds. Maturities in the loan portfolio provide a steady flow of funds, and are supplemented by Regions' deposit base.

Table of Contents

Cash reserves, liquid assets and secured borrowing capabilities aid in the management of liquidity in normal and stressed conditions, and/or meeting the need of contingent events such as obligations related to potential litigation. As part of its normal management practice, Regions maintains collateral and operational readiness to utilize secured funding sources such as the FHLB and the Federal Reserve Bank on a same-day basis (subject to any practical constraints affecting these market participants). While the securities portfolio is a primary source of liquidity, the secured borrowing capabilities, in addition to cash reserves on hand, assist in alleviating the Company's need to sell securities for funding purposes. Liquidity needs can also be met by borrowing funds in national money markets, though Regions does maintain limits on short-term unsecured funding due to the volatility that can affect such markets.

The following table summarizes the Company's available sources of liquidity as of September 30, 2025:

Table 21—Liquidity Sources


	Availability as of September 30, 2025
	(In billions)
Cash at the Federal Reserve Bank(1)	$	9.0
Unencumbered investment securities(2)	26.2
FHLB borrowing availability	10.2
Federal Reserve Bank borrowing availability through the discount window	23.1
Total liquidity sources	$	68.5

____

(1) Includes small in transit items that may not yet be reflected in the Federal Reserve Bank master account closing balance.

(2) Unencumbered investment securities comprise securities that are eligible as collateral for secured transactions through market channels or are eligible to be pledged to the FHLB, the Federal Reserve discount window, or the Standing Repo Facility.

The balance with the Federal Reserve Bank is the primary component of the balance sheet line item “interest-bearing deposits in other banks.” At September 30, 2025, Regions had approximately $9.0 billion in cash on deposit with the Federal Reserve Bank and other depository institutions, an increase from approximately $7.8 billion at December 31, 2024. Refer to the "Cash and Cash Equivalents" section for more information.

The securities portfolio also serves as a primary source and storehouse of liquidity. Proceeds from maturities and principal and interest payments of securities provide a continual flow of funds available for cash needs (see Note 3 "Debt Securities" to the consolidated financial statements). Furthermore, the highly liquid nature of the available for sale securities portfolio (for example, the agency guaranteed MBS portfolio) can be readily used as a source of cash through various secured borrowing arrangements. Regions' securities portfolio consists of residential and commercial agency MBS, U.S. Treasury securities, federal agency securities, and corporate and other debt. In evaluating the liquidity within the securities portfolio, unencumbered investment securities are primarily comprised of U.S Treasury securities and residential and commercial agency MBS. Unencumbered investment securities also includes certain corporate bonds considered to be highly liquid and other securities.

Regions’ financing arrangement with the FHLB adds additional flexibility in managing the Company's liquidity position. As of September 30, 2025, Regions had $1.3 billion in short-term FHLB borrowings, $1.5 billion in long-term FHLB borrowings, and had borrowing capacity as shown in Table 21. FHLB borrowing capacity was determined based on eligible securities and loan amounts, as of September 30, 2025, that were pledged as collateral for future borrowing capacity. Additionally, investment in FHLB stock is required in relation to the level of outstanding borrowings. The FHLB has been and is expected to continue to be a reliable and economical source of funding.

Regions has additional borrowing availability with the Federal Reserve Bank through the discount window as shown in Table 21. Federal Reserve Bank borrowing capacity is determined based on eligible loan amounts that were pledged as collateral for future borrowing capacity. Also through the Federal Reserve Bank, Regions is an eligible Standing Repo Facility counterparty, which supplements Regions' available channels for monetizing unencumbered securities.

Regions maintains a shelf registration statement with the SEC that can be utilized by Regions to issue various debt and/or equity securities. Additionally, Regions' Board has authorized Regions Bank to issue up to $10 billion in aggregate principal amount of bank notes outstanding at any one time. Refer to Note 11 "Borrowed Funds" to the consolidated financial statements in the 2024 Annual Report on Form 10-K for additional information.

Regions may, from time to time, consider opportunistically retiring outstanding issued securities, including subordinated debt in privately negotiated or open market transactions for cash or common shares. Regulatory approval would be required for retirement of some instruments. See Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)" to the consolidated financial statements for additional information.

Regions' liquidity policy requires the holding company to maintain cash sufficient to cover the greater of (1) 18 months of debt service and other cash needs or (2) a minimum cash balance of $500 million. Cash and cash equivalents at the holding company exceeded minimums and totaled $1.0 billion at September 30, 2025. Overall liquidity risk limits are established by the

Table of Contents

Board through its Risk Appetite Statement and Liquidity Policy. The Company's Board, LROC and ALCO regularly review compliance with the established limits.

INFORMATION SECURITY RISK

Refer to Part 1 Item1C. Cybersecurity in the Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion of Regions' risk identification and assessment, risk management and governance of information security risk.

PROVISION FOR CREDIT LOSSES

The provision for credit losses is used to maintain the allowance for loan losses and the reserve for unfunded credit losses at a level that management determines is appropriate to absorb expected credit losses over the contractual life of the loan and credit commitment portfolio at the balance sheet date. In the third quarter of 2025 and nine months ended September 30, 2025, the net charge-offs exceeded provision by $30 million and $16 million, respectively. In the third quarter of 2024, the net charge offs exceeded provision by $4 million and in the nine months ended September 30, 2024, the provision exceeded net charge-offs by $28 million. Refer to the "Allowance" section for further detail.

NON-INTEREST INCOME

Table 22—Non-Interest Income



	Three Months Ended September 30				Quarter-to-Date Change 9/30/2025 vs. 9/30/2024
	2025		2024		Amount		Percent
	(Dollars in millions)
Service charges on deposit accounts	$	160	$	158	$	2	1.3	%
Card and ATM fees	122		118		4		3.4	%
Investment management and trust fee income	91		85		6		7.1	%
Capital markets income	104		92		12		13.0	%
Mortgage income	38		36		2		5.6	%
Investment services fee income	48		43		5		11.6	%
Commercial credit fee income	28		28		—		—	%
Bank-owned life insurance	25		28		(3)		(10.7)	%
Market value adjustments on employee benefit assets	12		13		(1)		(7.7)	%
Securities gains (losses), net	(27)		(78)		51		65.4	%
Other miscellaneous income	58		49		9		18.4	%
	$	659	$	572	$	87	15.2	%


	Nine Months Ended September 30				Year-to-Date Change 9/30/2025 vs. 9/30/2024
	2025		2024			Amount		Percent
	(Dollars in millions)
Service charges on deposit accounts	$	472	$	457		$	15	3.3	%
Card and ATM fees	364		354			10		2.8	%
Investment management and trust fee income	267		249			18		7.2	%
Capital markets income	267		251			16		6.4	%
Mortgage income	126		111			15		13.5	%
Investment services fee income	134		120			14		11.7	%
Commercial credit fee income	84		83			1		1.2	%
Bank-owned life insurance	72		81			(9)		(11.1)	%
Market valuation adjustments on employee benefit assets	25		30			(5)		(16.7)	%
Securities gains (losses), net	(53)		(178)			125		70.2	%

Other miscellaneous income	137		122			15		12.3	%
	$	1,895	$	1,680		$	215	12.8	%

Service Charges on Deposit Accounts

Service charges on deposit accounts include overdraft fees, treasury management fees and other customer transaction-related service charges. Service charges increased in both the third quarter and nine months ended September 30, 2025, compared to the same periods in 2024, driven primarily by an increase in fees from treasury management services and overdraft fees.

On October 25, 2023, the Federal Reserve issued a proposal for public comment that, if finalized, would lower the maximum interchange fee that a large debit card issuer can receive for a debit card transaction. Under the proposed rule the

Table of Contents

maximum interchange fee would be subject to adjustments every other year based upon issuer cost data. The Company is continuing to monitor and evaluate the potential impact.

On December 12, 2024, the CFPB adopted a final rule that caps overdraft fees in line with a benchmark fee of $5 or an amount that covers an institution's costs and losses using a standard set forth in the rules. Alternatively, an institution can charge higher overdraft fees by complying with the standard regulatory requirements governing other loans, including credit cards. The final rule is currently scheduled to take effect on October 1, 2025. However, under the presidential memorandum entitled “Regulatory Freeze Pending Review,” rules with future effective dates may be re-evaluated. Therefore, though the Company will continue to monitor and evaluate potential impact, the nature and timing of future developments that may potentially impact this or other CFPB rules and proposals cannot be predicted.

Capital Markets Income

Capital markets income primarily relates to capital raising activities that include real estate placement, securities underwriting and placement, loan syndication, as well as foreign exchange, derivatives, merger and acquisition and other advisory services. Capital markets income increased in the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024, driven primarily by higher loan syndication revenue and commercial swap income. The third quarter of 2025 also benefited from higher merger and acquisition fees whereas these fees declined for the nine months ended September 30, 2025, compared to the same period in 2024, due to economic uncertainty in the first quarter of 2025 impacting the timing of transactions. The overall increases in both periods were partially offset by declines in real estate transactions.

Mortgage Income

Mortgage income is generated through the origination and servicing of residential mortgage loans for long-term investors and sales of residential mortgage loans in the secondary market. The increase in mortgage income for the nine months ended September 30, 2025 compared to the same period in 2024 was due primarily to favorable mortgage servicing rights valuation adjustments. The increase was partially offset by negative pipeline valuation adjustments.

Investment Services Fee Income

Investment services fee income represents income earned from investment advisory services. Investment services fee income increased in the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024 due primarily to strong advisor production.

Bank-owned Life Insurance

Bank-owned life insurance income primarily represents income earned from the appreciation of the cash surrender value of insurance contracts held and the proceeds of insurance benefits. Bank-owned life insurance income decreased during the nine months ended September 30, 2025 compared to the same period in 2024 driven primarily by decreased insurance claim income.

Market Value Adjustments on Employee Benefit Assets

Market value adjustments on employee benefit assets are the reflection of market value variations related to assets held for certain employee benefits. The adjustments are offset in salaries and benefits and other non-interest expense.

Securities Gains (Losses), Net

Net securities gains (losses) primarily result from the Company's asset/liability and capital management processes. In both 2025 and 2024, the Company executed debt securities repositionings by selling debt securities and reinvesting the proceeds at higher current market yields. See Table 1 "Debt Securities" for more information.

Other Miscellaneous Income

Other miscellaneous income includes net revenue from affordable housing, valuation adjustments to equity investments, fees from safe deposit boxes, check fees and other miscellaneous income. Net revenue from affordable housing includes actual gains and losses resulting from the sale of affordable housing investments, cash distributions from the investments and any related impairment charges. Other miscellaneous income increased in the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to increases in commercial leasing income. Other miscellaneous income for the nine months ended September 30, 2025 also benefitted from improvements in valuation adjustments on certain equity investments.

Table of Contents

NON-INTEREST EXPENSE

Table 23—Non-Interest Expense



	Three Months Ended September 30				Quarter-to-Date Change 9/30/2025 vs. 9/30/2024
	2025		2024		Amount		Percent
	(Dollars in millions)
Salaries and employee benefits	$	671	$	645	$	26	4.0	%
Equipment and software expense	106		101		5		5.0	%
Net occupancy expense	72		69		3		4.3	%
Outside services	42		41		1		2.4	%
Marketing	28		28		—		—	%
Professional, legal and regulatory expenses	30		21		9		42.9	%
Credit/checkcard expenses	15		14		1		7.1	%
FDIC insurance assessments	15		17		(2)		(11.8)	%
Visa class B shares expense	8		17		(9)		(52.9)	%
Operational losses	18		19		(1)		(5.3)	%

Branch consolidation, property and equipment charges	(5)		—		(5)		NM
Other miscellaneous expenses	103		97		6		6.2	%
	$	1,103	$	1,069	$	34	3.2	%


	Nine Months Ended September 30				Year-to-Date Change 9/30/2025 vs. 9/30/2024
	2025		2024			Amount		Percent
	(Dollars in millions)
Salaries and employee benefits	$	1,954	$	1,912		$	42	2.2	%
Equipment and software expense	309		302			7		2.3	%
Net occupancy expense	214		211			3		1.4	%
Outside services	121		120			1		0.8	%
Marketing	84		82			2		2.4	%
Professional, legal and regulatory expenses	81		74			7		9.5	%
Credit/checkcard expenses	46		43			3		7.0	%
FDIC insurance assessments	55		89			(34)		(38.2)	%
Visa class B shares expense	19		26			(7)		(26.9)	%
Operational losses	44		79			(35)		(44.3)	%

Branch consolidation, property and equipment charges	(5)		2			(7)		(350.0)	%
Other miscellaneous expenses	293		264			29		11.0	%
	$	3,215	$	3,204		$	11	0.3	%

Salaries and Employee Benefits

Salaries and employee benefits consist of salaries, incentive compensation, long-term incentives, payroll taxes, and other employee benefits such as 401(k), pension, and medical, life and disability insurance, as well as, expenses from liabilities held for employee benefit purposes. Salaries and employee benefits increased in the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to higher base salaries from annual merit increases, higher production-based incentives, and increases in other benefits expense which was driven by higher medical expenses due to inflation. Also included in salaries and employee benefits expense are market valuations on employee benefits liabilities (mostly offset in non-interest revenue as shown in Table 22) which contributed to the increase in the third quarter of 2025 compared to 2024. Lastly, both the third quarter and nine months ended September 30, 2024, salaries and employee benefits expense benefitted from a decline in severance expense. Full-time equivalent headcount slightly increased to 19,675 at September 30, 2025 from 19,560 at September 30, 2024.

Professional, legal and regulatory expenses

Professional, legal, and regulatory expenses consist of amounts related to legal, consulting, other professional fees and regulatory charges. Professional, legal, and regulatory expenses increased in the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to an increase in professional fees associated with core systems modernization.

FDIC Insurance Assessments

FDIC insurance assessments decreased in the nine months ended September 30, 2025 compared to the same periods in 2024 primarily resulting from updates to the special assessment which was initially recorded in 2023 due to bank failures. In the nine months ended September 30, 2024, the Company increased the special assessment accrual by $18 million based upon

Table of Contents

revised loss estimates related to the failures, which compares to a release in the special assessment of $3 million in nine months ended 2025. Contributing to the overall decrease was a reduction of the base assessment primarily due to higher unsecured debt, lower concentration risk, and improved credit metrics.

Visa Class B shares Expense

Visa class B shares expense is associated with previously sold shares. The Visa class B shares have restrictions tied to finalization of certain covered litigation. Visa class B shares expense decreased in the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024 due to a lower escrow funding expense for the Company's proportionate share related to the ongoing covered litigation which totaled $5 million in the third quarter of 2025 compared to $14 million in the third quarter of 2024.

Operational Losses

Operational losses include losses related to fraud, execution, delivery and process management, and damage to physical assets. Operational losses decreased in the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to improvements in check fraud during the first nine months of 2025 as a result of effective countermeasures.

Branch consolidation, property and equipment charges

Branch consolidation, property and equipment charges include valuation adjustments related to owned branches when the decision to close them is made. Accelerated depreciation and lease write-off charges are recorded for leased branches through and at the actual branch close date. Branch consolidation, property and equipment charges also include costs related to occupancy optimization initiatives. Branch consolidation, property and equipment charges in the third quarter and nine months ended September 30, 2025 include a gain recognized on the disposition of a property in the third quarter of 2025.

Other Miscellaneous Expenses

Other miscellaneous expenses include expenses related to communications, postage, supplies, certain credit-related costs, foreclosed property expenses, mortgage repurchase costs, and other costs (benefits) related to employee benefit plans. Other miscellaneous expenses increased the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to a contingent reserve release in the second quarter of 2024 related to a prior acquisition, which did not repeat.

INCOME TAXES

The Company’s income tax expense for the three months ended September 30, 2025 was $139 million compared to $118 million for the three months ended September 30, 2024, resulting in effective tax rates of 19.7 percent and 19.4 percent, respectively. The Company’s income tax expense for the nine months ended September 30, 2025 was $413 million compared to $338 million for the nine months ended September 30, 2024, resulting in effective tax rates of 20.3 percent and 19.9 percent, respectively.

The effective tax rate is affected by many factors including, but not limited to, the level of pre-tax income, the mix of income between various tax jurisdictions with differing tax rates, enacted tax legislation, net tax benefits related to affordable housing investments, bank-owned life insurance income, tax-exempt interest and nondeductible expenses. In addition, the effective tax rate is affected by items that may occur in any given period but are not consistent from period-to-period, such as the termination of certain leveraged leases, share-based payments, valuation allowance changes and changes to UTBs. Accordingly, the comparability of the effective tax rate between periods may be impacted.

At September 30, 2025, the Company reported a net deferred tax asset of $254 million compared to $775 million at December 31, 2024. The decrease in the net deferred tax position primarily reflects the deferred tax effects associated with decreases in unrealized losses on securities available for sale and derivative instruments recognized during the period.

On July 4, 2025, the One Big Beautiful Bill Act passed into law. The Company has assessed the impacts of the statute to the consolidated financial statements and expects that such impacts will be immaterial.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The information presented in the "Market Risk" section of Part 1, Item 2 is incorporated herein by reference.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Regions maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed in the reports that Regions files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation of the disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer have concluded that Regions’ disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) are effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2025, there were no changes in Regions’ internal control over financial reporting that materially affected, or are reasonably likely to materially affect, Regions’ internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in the Legal Contingencies section of Note 12 "Commitments, Contingencies and Guarantees" in the Notes to the Consolidated Financial Statements (Unaudited) in Part I. Item 1. of this Quarterly Report on Form 10-Q is incorporated by reference.

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, 2024.

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

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



Period	Total Number of Shares Purchased	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs(2)
July 1-31, 2025	981,653	$	26.18	981,653	$	1,480,900,483
August 1-31, 2025	4,172,427	$	25.76	4,172,427	$	1,373,337,045
September 1-30, 2025	4,257,352	$	26.44	4,257,352	$	1,258,338,164
Total Third Quarter	9,411,432	$	26.37	9,411,432	$	1,258,338,164

_____

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

(2) 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. On December 10, 2024, the Board authorized an extension of the common stock repurchase program through the fourth quarter of 2025.

Item 5. Other Information

Securities Trading Plans of Section 16 Officers and Directors

During the three months ended September 30, 2025, none of our officers or directors adopted or terminated a contract, instruction or written plan for the sale or purchase of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 or that constituted a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).

Table of Contents

Item 6. Exhibits

The following is a list of exhibits including items incorporated by reference


3.1						Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Form 10-Q filed by registrant on August 6, 2012.

3.2						Certificate of Designations relating to Series C Preferred Stock, incorporated by reference to Exhibit 3.4 to the Form 8-A filed by registrant on April 29, 2019.

3.3						Certificate of Designations relating to Series E Preferred Stock, incorporated by reference to Exhibit 3.6 to the Form 8-A filed by registrant on May 3, 2021.

3.4						Certificate of Designations relating to Series F Preferred Stock, incorporated by reference to Exhibit 3.6 on the Form 8-A filed by registrant on July 26, 2024.

3.5						By-Laws as amended and restated, incorporated by reference to Exhibit 3.2 to the Form 8-K filed by registrant on October 18, 2023.

31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						The following materials are formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Changes in Shareholders' Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.

104						Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments).

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



DATE: November 4, 2025						Regions Financial Corporation

						/S/ Karin K. Allen
						Karin K. Allen Executive Vice President and Assistant Controller (Chief Accounting Officer and Authorized Officer)