RF 8-K Current Reports

Regions Financial 8-K Report, Financial Results (Oct 16, 2026)

Regions Financial Corporation reported preliminary third-quarter 2026 results, furnished under Items 2.02 and 7.01 of this Form 8-K. The company reported net income of $631 million and net income available to common shareholders of $611 million, or diluted EPS of $0.71, versus $570 million and $0.64 in the second quarter. On an adjusted basis, earnings were $622 million and diluted EPS was $0.73. Reported ROATCE was 21.27% and adjusted ROATCE was 21.66%, with a net interest margin of 3.68% and an efficiency ratio of 56.2%. Revenue growth and credit quality were the main drivers. Total revenue rose 3.5% QoQ to $1.97 billion, led by record capital markets income of $107 million and net interest income up 1.6% QoQ. Annualized net charge-offs fell to 0.29% from 0.42%, and the allowance for credit losses covered non-performing loans at 275%. Average loans grew 0.5% QoQ, while average deposits declined 1.2% QoQ, which management attributed primarily to a limited number of large commercial clients moving balances off balance sheet. The estimated CET1 ratio was 10.8%. The filing's supplemental materials include management's outlook for the fourth quarter and full year 2026. For 4Q26, the company expects net interest income to rise 1% to 2% versus 3Q26 and a net interest margin of about 3.70%. For FY26, it expects net interest income to grow 2.5% to 4% versus 2025, adjusted non-interest expense to rise 1.5% to 3.5%, and net charge-offs of 40 to 50 basis points of average loans.

Oct 16, 2026 8-K

Regions Financial 8-K Report, Executive Changes (Aug 11, 2026)

Regions Financial Corporation (NYSE: RF) announced on August 11, 2026 that David R. Keenan, its Chief Administrative Officer, intends to retire on January 4, 2027. Effective September 1, 2026, Keenan steps down as Chief Administrative Officer and becomes Senior Executive Vice President in a senior advisor role through his retirement date. The filing describes this as a planned succession rather than a departure caused by a dispute or other event. Kate Danella, previously head of Consumer Banking, is appointed Senior Executive Vice President and Chief Administrative Officer effective September 1, 2026. John T. Jordan is appointed Senior Executive Vice President and Head of Consumer Banking Group, effective the same date. Chief People Officer Angela Santone will begin reporting directly to Chairman, President, and CEO John Turner. The press release states that Danella, Jordan, and Santone are moving into their new roles immediately, and that Keenan will work with them through year-end to ensure a smooth transition. The company describes Keenan's tenure as more than two decades at Regions and its predecessor AmSouth, including service as Chief Administrative Officer since 2020. The filing presents the changes as part of the company's leadership development strategy. The 8-K itself reports no financial results, and the press release is furnished under Item 7.01 rather than filed.

Aug 11, 2026 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (Aug 7, 2026)

Regions Financial Corporation filed this Form 8-K on August 7, 2026 under Item 7.01 (Regulation FD Disclosure) to furnish investor presentation materials (Exhibit 99.1) that executives will use at institutional investor meetings and events during August and September 2026. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act. The presentation materials report second-quarter 2026 results: reported net income available to common shareholders of $549 million and diluted EPS of $0.64, or $583 million and $0.68 on an adjusted basis. Reported total revenue was $1,907 million, non-interest expense was $1,121 million, and the efficiency ratio was 58.3%. Net interest income was $1,277 million with a net interest margin of 3.66%. The company updated its 2026 outlook, expecting full-year net interest income to grow between 2.5% and 4%, adjusted non-interest income to grow 3% to 5% (toward the lower end), and adjusted non-interest expense to rise 1.5% to 3.5%. It also expects net charge-offs of 40 to 50 basis points of average loans. Credit and capital metrics were stable. Net charge-offs were 0.42% of average loans, nonperforming loans were 0.67% of loans, and the allowance for credit losses was 1.63% of loans. The CET1 ratio inclusive of AOCI was 9.5%, within a stated operating range of 9.25% to 9.75%. The company also noted the July 1, 2026 acquisition of The Frazer Lanier Company.

Aug 7, 2026 8-K

Regions Financial 8-K Report, Financial Results (Jul 17, 2026)

Regions Financial Corporation reported second quarter 2026 net income of $570 million and net income available to common shareholders of $549 million, or diluted EPS of $0.64, compared with $559 million of net income and $0.62 diluted EPS in the first quarter of 2026. On an adjusted basis, net income available to common shareholders was $583 million and adjusted diluted EPS was $0.68. The adjusted figures exclude a $40 million securities repositioning loss and a $5 million branch consolidation charge, among other items. Net interest margin was 3.66%, net charge-offs fell to 0.42% of average loans from 0.54% in the prior quarter, and CET1 was an estimated 10.7% (9.5% including AOCI). Average loans grew 2.4% quarter over quarter, led by commercial and industrial lending, and the company reported a record quarter for wealth management income of $150 million. Management reiterated its full-year 2026 outlook: net interest income up 2.5% to 4%, adjusted non-interest income up 3% to 5% (expected toward the lower end), adjusted non-interest expense up 1.5% to 3.5%, net charge-offs of 40 to 50 basis points, and an effective tax rate of 20.5% to 21.5%. For the third quarter, the company expects net interest income to rise about 2% from the second quarter and net interest margin to be stable to modestly higher. The Board declared a quarterly common dividend of $0.30 per share, a 13% increase over the prior quarter. The filing also notes the July 1, 2026 acquisition of The Frazer Lanier Company, which expands municipal finance and capital markets capabilities.

Jul 17, 2026 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Regions Financial 8-K Report, Regulation FD Disclosure (May 11, 2026)

Regions Financial Corporation filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish, as Exhibit 99.1, presentation materials that executives will use with institutional investors at various meetings and events during May and June 2026. The filing itself does not contain financial results; the substantive content is in the investor presentation, which reports first-quarter 2026 results and outlook. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act. The presentation reports 1Q26 net income available to common shareholders of $539 million, diluted EPS of $0.62, total revenue of $1,873 million, and an efficiency ratio of 56.6%. Management guides full-year 2026 net interest income up 2.5% to 4% versus 2025, adjusted non-interest income up 3% to 5%, and adjusted non-interest expense up 1.5% to 3.5%. For 2Q26, it expects net interest income to rise approximately 2% versus 1Q26 and net interest margin in the mid-to-high 3.60% range. The presentation also highlights credit and capital positions. Net charge-offs were 0.54% of average loans in 1Q26, with full-year 2026 expected at 40 to 50 basis points. Common equity Tier 1 ratio inclusive of AOCI was 9.4%, and management expects to manage it near the midpoint of a 9.25% to 9.75% operating range. Common book value per share was $20.39 and tangible common book value per share was $13.69.

May 11, 2026 8-K

Regions Financial 8-K Report, Bylaw Amendment (May 11, 2026)

Regions Financial Corporation filed a Form 8-K reporting the results of its May 6, 2026 Annual Meeting of Shareholders and the resulting governance changes. Shareholders approved Charter Amendments to eliminate certain supermajority voting requirements, eliminate certain business combination restrictions and related supermajority voting requirements, and limit the liability of certain officers as permitted by Delaware General Corporation Law. The Charter Amendments became effective upon filing a Certificate of Amendment with the Delaware Secretary of State on May 11, 2026. The Board also approved By-Law Amendments consistent with the Supermajority Amendment. The Amended By-Laws, effective May 6, 2026, provide that the By-Laws may be amended at any annual or special shareholder meeting by a majority in voting power of the outstanding stock entitled to vote. Shareholders did not approve a Charter amendment covering other miscellaneous and technical changes, and did not approve a shareholder proposal on the ability of holders of at least 10% of the stock to call special meetings. At the meeting, all 13 director nominees were elected to one-year terms, shareholders approved the advisory executive compensation program, and Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2026. The filing reports vote counts for each proposal and attaches the Certificate of Amendment and Amended By-Laws as Exhibits 3.1 and 3.2.

May 11, 2026 8-K

Regions Financial 8-K Report, Financial Results (Apr 17, 2026)

Regions Financial Corporation (NYSE: RF) reported first quarter 2026 net income of $559 million and net income available to common shareholders of $539 million, or diluted EPS of $0.62, compared with $534 million and $0.58 in the fourth quarter of 2025. Total revenue was $1.873 billion, up 5 percent year-over-year but down 2 percent from the prior quarter. Pre-tax pre-provision income rose 8 percent year-over-year. Net interest margin was 3.67 percent, down 3 basis points from the prior quarter, and the efficiency ratio was 56.6 percent. Average loans increased 1 percent and ending loans increased 2 percent versus the fourth quarter, driven mainly by broad-based commercial and industrial lending. Credit quality improved during the quarter. Net charge-offs were $130 million, or 0.54 percent of average loans, and the allowance for credit losses declined $39 million to $1.647 billion, with the allowance ratio falling to 1.68 percent. Non-performing loans were 0.71 percent of loans. Capital remained solid, with an estimated CET1 ratio of 10.7 percent and 9.4 percent including AOCI. Regions repurchased about 14 million shares for $401 million and declared $227 million in common dividends during the quarter. The company also outlined its 2026 expectations in the accompanying visual presentation (Exhibit 99.3). These include full-year net interest income growth of 2.5 to 4 percent, adjusted non-interest income growth of 3 to 5 percent, adjusted non-interest expense growth of 1.5 to 3.5 percent, and full-year net charge-offs of 40 to 50 basis points of average loans.

Apr 17, 2026 8-K

Leadership ChangesExhibits & Filings

Regions Financial 8-K Report, Regulation FD Disclosure (Feb 9, 2026)

Regions Financial Corporation (RF) filed this Form 8-K on February 9, 2026 under Item 7.01 (Regulation FD Disclosure) to furnish investor presentation materials that executives will use at institutional investor meetings and events during February and March 2026. The filing itself contains no new financial results; it attaches Exhibit 99.1, the presentation deck, which the filing states is also available on Regions' website. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act. The presentation materials report fourth-quarter 2025 net income available to common shareholders of $514 million and full-year 2025 of $2,061 million, with diluted EPS of $0.58 for the quarter and $2.30 for the year. Adjusted full-year diluted EPS was $2.33, and the return on average tangible common shareholders' equity was 18.25% reported (18.51% adjusted). Net interest income for 4Q25 was $1,281 million, up 1.9% quarter over quarter, with net interest margin rising 11 basis points to 3.70%. The company's common equity Tier 1 ratio was 10.8% reported and 9.6% inclusive of AOCI. For 2026, management guides to full-year net interest income growth of 2.5% to 4%, adjusted non-interest income growth of 3% to 5%, and adjusted non-interest expense growth of 1.5% to 3.5%. Net charge-offs are expected to be 40 to 50 basis points of average loans. The company also flagged a 1Q26 net interest income decline of 1% to 2% versus 4Q25, reflecting day count and non-recurring items.

Feb 9, 2026 8-K/A

Regions Financial 8-K/A Report, Executive Changes (Feb 9, 2026)

Regions Financial Corporation filed Amendment No. 1 to its Current Report on Form 8-K, originally filed January 12, 2026, to update the Item 5.02 disclosures about leadership changes in its finance function. The amendment states that David J. Turner, Jr. gave notice of his intent to retire as Senior Executive Vice President and Chief Financial Officer, effective March 31, 2026, and that Anil D. Chadha has been appointed to succeed him in that role effective upon Turner's retirement. The filing says that no other changes were made to the original report. The new information in this amendment concerns Chadha's compensation as incoming CFO. On February 3, 2026, the Compensation and Human Resources Committee of the Board of Directors approved an annual base salary of $600,000, a target short-term incentive opportunity of 115% of base salary, and a target long-term incentive award opportunity of $1,250,000. For investors, this establishes the pay framework for the incoming CFO, with the leadership transition itself scheduled to take effect at the end of March 2026. The filing's only listed exhibit is Exhibit 104, the Cover Page Interactive Data File embedded in the Inline XBRL document. It does not disclose any financial results, operating metrics or other changes beyond the executive transition and compensation terms.

Feb 9, 2026 8-K

Regions Financial 8-K Report, Bylaw Amendment (Feb 4, 2026)

Regions Financial Corporation filed a Form 8-K on February 4, 2026 under Item 5.03 (Amendments to Articles of Incorporation or Bylaws) to report that its Board of Directors approved and adopted amendments to the Company's Amended and Restated By-Laws on that date. The amended By-Laws are attached as Exhibit 3.2. The most significant governance change is a new shareholder right: one or more stockholders owning at least 25% of the Company's stock may request that a special meeting of stockholders be called, provided they meet the informational, timing, and other requirements in the By-Laws. The amendments also make minor changes to advance notice procedures for nominations and other business at annual meetings, including timing rules when the annual meeting date falls more than 30 days before or 70 days after the anniversary of the prior year's meeting, and removal of requirements to provide information about parties acting in concert with a nominating or proposing stockholder. Other changes define "officers" for indemnification and advancement purposes as the Chief Executive Officer, President, Secretary, Chief Financial Officer, or other officers appointed by the Board. The Board also updated various provisions to conform to changes in Delaware law and made conforming, clarifying, and ministerial revisions.

Feb 4, 2026 8-K

Regions Financial 8-K Report, Financial Results (Jan 16, 2026)

Regions Financial Corporation (NYSE: RF) reported preliminary fourth-quarter and full-year 2025 results in an 8-K furnished on January 16, 2026. For the fourth quarter, net income was $534 million, net income available to common shareholders was $514 million, and diluted EPS was $0.58, compared with $0.61 in the third quarter. For full-year 2025, net income was $2.16 billion and diluted EPS was $2.30. Adjusted diluted EPS was $2.33 for the year, which management described as up 9 percent year-over-year. Total revenue was $1.9 billion, up 6 percent year-over-year, and the company said 2025 set annual records in Wealth Management and Treasury Management income. Credit quality and funding were the main positives. Business services criticized loans declined 9 percent and non-performing loans declined 8 percent in the quarter. Net charge-offs rose to 0.59% of average loans from 0.55% in the prior quarter, and the allowance for credit losses to non-performing loans increased to 242%. The interest-bearing deposit cost was 1.85% in 4Q25, and the net interest margin was 3.70%. Common equity Tier 1 was an estimated 10.8% (9.6% including AOCI). Regions repurchased about 17 million shares for $430 million and declared $231 million in common dividends during the quarter. The filing also gives 2026 guidance: net interest income up 2.5% to 4%, adjusted non-interest income up 3% to 5%, adjusted non-interest expense up 1.5% to 3.5%, net charge-offs of 40 to 50 basis points, and an effective tax rate of 20.5% to 21.5%. Fourth-quarter results included $14 million of pre-tax selected items and a $26 million after-tax increase in state income tax reserves, which lifted the quarterly effective tax rate to 24.5%.

Jan 16, 2026 8-K

Regions Financial 8-K Report, Executive Changes (Jan 12, 2026)

Regions Financial Corporation (NYSE: RF) announced on January 12, 2026 that Chief Financial Officer David J. Turner, Jr. will retire effective March 31, 2026. The company has appointed Anil D. Chadha, currently Controller and head of Corporate Finance, to succeed him as Senior Executive Vice President, Chief Financial Officer, effective upon Turner's retirement. Turner and Chadha will work together through March to ensure a smooth handoff. Chadha, 47, joined Regions in August 2011 and has served as Controller since December 2021 and head of Corporate Finance since December 2023. Previously he held roles including Executive Vice President, Head of Risk Shared Services & Analytics, and Assistant Treasurer, and he worked in finance and treasury at Ally Financial, Wachovia/Wells Fargo, and Capital One. As CFO he will oversee all finance operations, including financial systems, investor relations, corporate treasury, corporate tax, management planning and reporting, accounting and corporate development. The filing states that Turner was elevated to CFO in 2010 and is credited with capital allocation and risk management discipline. The company cites net income of more than $1.7 billion in 2024, stock price growth of approximately 320 percent since 2010, and, based on third quarter 2025 results, being on track to lead its peer group in return on average tangible common equity for the fifth consecutive year. The filing states that the material terms of compensation arrangements for both executives will be disclosed once approved.

Jan 12, 2026 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (Nov 5, 2025)

Regions Financial Corporation filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish presentation materials that executives will use when meeting with institutional investors during November and December 2025. The filing itself contains no new financial results, guidance changes or transaction announcements; the substantive content is in Exhibit 99.1, the investor presentation, which is furnished and not deemed filed under Section 18 of the Exchange Act. The presentation reports third-quarter 2025 results and positioning. Net income available to common shareholders was $548 million (adjusted $561 million), diluted EPS was $0.61 (adjusted $0.63), and the efficiency ratio was 57.2% (adjusted 56.9%). Net charge-offs were 0.55% of average loans, and return on average tangible common equity was 18.81% (adjusted 19.24%). Common equity Tier 1 was an estimated 10.8%, and adjusted CET1 inclusive of AOCI was an estimated 9.5%, with management expecting to manage it around the midpoint of a 9.25% to 9.75% operating range. The presentation also updates 2025 expectations. Net interest income is now expected to grow 3% to 4% for FY25 (previously 3% to 5%), adjusted non-interest income is expected to grow 4% to 5% (previously 2.5% to 3.5%), and adjusted non-interest expense is expected to rise about 2% (previously 1% to 2%). For 4Q25, net interest income is expected to increase 1% to 2% versus 3Q25, with NIM in the mid-3.60% range, and Capital Markets revenue excluding CVA/DVA is expected at $95 million to $105 million.

Nov 5, 2025 8-K

Regions Financial 8-K Report, Financial Results (Oct 17, 2025)

Regions Financial Corporation (NYSE: RF) reported third quarter 2025 net income of $569 million and net income available to common shareholders of $548 million, or diluted EPS of $0.61. Adjusted net income available to common shareholders was $561 million, up 8 percent year-over-year, and adjusted diluted EPS was $0.63, up 11 percent. Total revenue was $1.9 billion, up 7 percent year-over-year on a reported basis. The results were furnished under Items 2.02 and 7.01 through a press release (Exhibit 99.1), a financial supplement (Exhibit 99.2) and a visual presentation (Exhibit 99.3) for the earnings webcast. Net interest income was stable quarter-over-quarter at $1.26 billion, and net interest margin declined 6 basis points to 3.59 percent. Non-interest income rose to $659 million, led by a record capital markets performance excluding customer derivative valuation adjustments and a third consecutive record quarter in wealth management income. Non-interest expense was $1.10 billion, up 3 percent sequentially, and the efficiency ratio was 57.2 percent on a reported basis and 56.9 percent on an adjusted basis. Credit quality metrics improved in several areas. Business services criticized loans fell almost $1 billion, or 20 percent, and non-performing loans declined 2 percent. However, net charge-offs rose to $135 million, or 0.55 percent of average loans, and the allowance for credit losses was $1.71 billion, or 1.78 percent of loans. Capital remained solid, with a common equity Tier 1 ratio of 10.8 percent, and the company repurchased about 10 million shares for $251 million while declaring $235 million in common dividends.

Oct 17, 2025 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (Aug 19, 2025)

Regions Financial Corporation filed this Form 8-K on August 19, 2025 under Item 7.01 (Regulation FD Disclosure) to furnish investor presentation materials that executives will use with institutional investors at meetings during August and September 2025. The filing itself contains no new financial results; the substance is in Exhibit 99.1, the presentation, which the filing says is furnished and not deemed filed under Section 18 of the Exchange Act. The presentation highlights second-quarter 2025 results: net income available to common shareholders of $534 million, diluted EPS of $0.59 ($0.60 adjusted), pre-tax pre-provision income of $832 million, an efficiency ratio of 56.0%, and a reported return on average tangible common equity of 19.34%. Management reiterated 2025 guidance calling for net interest income up 3% to 5% versus 2024, adjusted non-interest income up 2.5% to 3.5%, and adjusted non-interest expense up 1% to 2%. The company also expects a net interest margin in the low-to-mid 3.60% range in 2H25 and net charge-offs of 40 to 50 basis points, toward the upper end. The presentation stresses deposit franchise strength, with interest-bearing deposit costs among the lowest in its peer group, and a 2Q25 interest-bearing deposit beta of 35%. It also addresses capital: adjusted CET1 inclusive of AOCI was an estimated 9.3% at June 30, 2025, and management expects to manage it toward the lower end of its 9.25% to 9.75% operating range. Credit metrics were improving, with non-performing loans of $776 million and an ACL ratio of 1.80%.

Aug 19, 2025 8-K

Regions Financial 8-K Report, Financial Results (Jul 18, 2025)

Regions Financial Corporation (NYSE: RF) reported second-quarter 2025 net income of $563 million, with net income available to common shareholders of $534 million and diluted earnings per common share of $0.59. Adjusted net income available to common shareholders was $538 million, and adjusted diluted EPS was $0.60. Compared with the second quarter of 2024, reported and adjusted net income available to common shareholders increased 12 percent and 10 percent, respectively. Total revenue was $1.9 billion, up 10 percent year over year, and pre-tax pre-provision income was $832 million. Net interest margin rose 13 basis points from the prior quarter to 3.65 percent, and the efficiency ratio was 56.0 percent. Credit and balance sheet metrics improved modestly. Net charge-offs were $113 million, or 0.47 percent of average loans, down 5 basis points from the first quarter. Non-performing loans fell to 0.80 percent of loans, and the allowance for credit losses was $1.74 billion, or 1.80 percent of loans. Ending loans rose 1 percent to $96.7 billion, and ending deposits were $130.9 billion. The Common Equity Tier 1 ratio was an estimated 10.7 percent, and tangible common book value per share reached $12.91, a 22 percent increase year over year. During the quarter the company repurchased approximately 7 million shares for $144 million. The company's Board declared a quarterly common dividend of $0.265 per share, a 6 percent increase over the second quarter. The accompanying presentation projects 2025 net interest income growth of 3 to 5 percent, adjusted non-interest income growth of 2.5 to 3.5 percent, and adjusted non-interest expense growth of 1 to 2 percent, with net charge-offs expected toward the upper end of a 40 to 50 basis point range.

Jul 18, 2025 8-K

Regions Financial 8-K Report, Bylaw Amendment (Jun 17, 2025)

Regions Financial Corporation filed a Form 8-K on June 17, 2025 under Item 5.03 (Amendments to Articles of Incorporation or Bylaws) to report the elimination of the Certificate of Designations for its Non-Cumulative Perpetual Preferred Stock, Series D (the "Series D Preferred Stock"). The Certificate of Elimination was filed with the Delaware Secretary of State on June 17, 2025, and is attached as Exhibit 3.1. The filing states that all then-outstanding shares of Series D Preferred Stock were redeemed on June 16, 2025, in accordance with the terms of the Certificate of Designations, and that no shares of Series D Preferred Stock remain outstanding. The filing does not state the redemption amount or any other financial terms of the redemption. Following the filing of the Certificate of Elimination, all previously authorized shares of Series D Preferred Stock returned to the status of undesignated shares of the Company's preferred stock, par value $1.00 per share. For investors, the event is a housekeeping corporate action that removes the Series D class from the company's capital structure; the filing reports no change to operations, earnings, or other financial results.

Jun 17, 2025 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (May 5, 2025)

Regions Financial Corporation filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish investor presentation materials that executives will use at institutional investor meetings and events during May and June 2025. The materials are furnished as Exhibit 99.1 and are not deemed filed for purposes of Section 18 of the Exchange Act. The presentation covers Regions' strategic priorities, first-quarter 2025 results, net interest income and margin outlook, fee income, expenses, loan and deposit trends, capital and liquidity, and credit quality. Key first-quarter 2025 figures in the presentation include net income available to common shareholders of $465 million on a GAAP basis ($487 million adjusted), diluted EPS of $0.51 ($0.54 adjusted), total revenue of $1,784 million, and a GAAP efficiency ratio of 57.9%. Net charge-offs were 0.52% of average loans. The company reported a Common Equity Tier 1 ratio of 10.8% and an adjusted CET1 ratio inclusive of AOCI of an estimated 9.1%. Net interest income was $1,194 million with a net interest margin of 3.52%. For 2025, the presentation expects net interest income to grow 1% to 4% versus 2024 of $4,818 million, adjusted non-interest income to rise 1% to 3%, and adjusted non-interest expense to be flat to up about 2%. Net charge-offs are expected to be 40 to 50 basis points of average loans, toward the upper end of that range. The presentation assumes a 4.35% 10-year Treasury yield and three 25-basis-point Fed Funds cuts in 2025.

May 5, 2025 8-K

Regions Financial 8-K Report, Financial Results (Apr 17, 2025)

Regions Financial Corporation reported first quarter 2025 net income available to common shareholders of $465 million, or $0.51 per diluted share, compared with $343 million and $0.37 per diluted share in the first quarter of 2024. On an adjusted basis (non-GAAP), net income available to common shareholders was $487 million, or $0.54 per diluted share. Total revenue was $1.78 billion, and reported results were affected by $25 million of pre-tax realized securities losses tied to an additional strategic securities repositioning. Net interest margin declined 3 basis points from the prior quarter to 3.52 percent, while ending deposits rose to $130.97 billion. Credit metrics were stable. Net charge-offs were $123 million, or 52 basis points of average loans, up 3 basis points from the prior quarter. The allowance for credit losses was $1.73 billion, or 1.81 percent of loans, and non-performing loans declined to 88 basis points of total loans. Capital remained solid, with the Common Equity Tier 1 ratio estimated at 10.8 percent and the Tier 1 capital ratio at 12.2 percent. Tangible common book value per share rose to $12.29. The company repurchased about 10.4 million shares for $242 million and declared $226 million in common dividends. Management's 2025 outlook calls for net interest income to grow between 1 and 4 percent versus 2024, adjusted non-interest income to grow 1 to 3 percent, adjusted non-interest expense to be flat to up roughly 2 percent, and net charge-offs of 40 to 50 basis points of average loans, toward the upper end of that range. The filing furnishes these results and the accompanying presentation under Items 2.02 and 7.01 rather than filing them for purposes of Section 18 of the Exchange Act.

Apr 17, 2025 8-K

Shareholder Matters

Regions Financial 8-K Report, Shareholder Vote Results (Apr 17, 2025)

At the Annual Meeting of Shareholders held on April 16, 2025, Regions Financial Corporation's shareholders elected all 14 director nominees to one-year terms expiring at the 2026 annual meeting. Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025, gave advisory approval to the executive compensation program, and approved the Regions Financial Corporation 2025 Long Term Incentive Plan. The filing states that the full text of each proposal appears in the 2025 Proxy Statement filed with the SEC on March 3, 2025. The shareholder proposal relating to a simple majority vote was also approved, with 647,594,206 votes for, 12,403,520 against, and 37,735,595 abstentions. Votes on the directors, executive compensation, and the incentive plan each show 104,174,978 broker non-votes. Support for individual directors varied: John M. Turner, Jr. received 643,724,362 votes for and 50,670,867 against, and Ruth Ann Marshall received 652,291,477 for and 44,085,009 against, the largest opposition among the nominees shown. The filing notes that an archived recording of the annual meeting will be available for a limited time on Regions' investor relations website. This Item 5.07 disclosure reports the results of routine governance votes and does not describe new financial results or strategic actions.

Apr 17, 2025 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (Feb 27, 2025)

Regions Financial Corporation furnished investor presentation materials under Item 7.01 for meetings with institutional investors in February and March 2025. Exhibit 99.1 is the full Presentation Materials deck, and Exhibit 99.2 contains the materials for the RBC Global Financial Institutions Conference on March 4-5, 2025. The information is furnished, not filed, under Section 18 of the Exchange Act. The deck reports full-year 2024 net income available to common shareholders of $1,774M and diluted EPS of $1.93, with both figures identical on an adjusted basis. Reported 4Q24 net income available to common shareholders was $508M, or $0.56 per diluted share. Management cites top-quartile ROATCE of 18% for FY24 and 19% for 4Q24 against its peer group. Full-year adjusted pre-tax pre-provision income was $3,064M, and the adjusted efficiency ratio was 57.6%. For 2025, management expects net interest income to grow 2% to 5% from $4,818M, with a net interest margin rising to 3.60% by 4Q25. It expects adjusted non-interest income to grow 2% to 4%, adjusted non-interest expense to rise 1% to 3%, and average loans to increase about 1%. Net charge-offs are guided to 40 to 50 bps of average loans, toward the upper end of that range. The company also outlined an adjusted CET1 inclusive of AOCI operating range of 9.25% to 9.75%, which it expects to manage toward in the near term.

Feb 27, 2025 8-K

Leadership ChangesOther EventsExhibits & Filings

Regions Financial 8-K Report, Financial Results (Jan 17, 2025)

Regions Financial Corporation reported preliminary results for the quarter and year ended December 31, 2024 in an 8-K furnished on January 17, 2025. For the fourth quarter, net income available to common shareholders was $508 million and diluted earnings per common share were $0.56. For full-year 2024, net income available to common shareholders was $1.8 billion and diluted earnings per common share were $1.93, compared with $2.11 in 2023. Reported total revenue for the quarter was $1.82 billion, and reported pre-tax pre-provision income was $777 million, or $816 million on an adjusted basis. Fourth-quarter results included a $30 million securities repositioning loss and $10 million in severance costs. Credit quality metrics moved modestly higher. Net charge-offs were $119 million, or 49 basis points of average loans, and non-performing loans rose 11 basis points to 96 basis points, driven mainly by previously identified portfolios of interest (office, healthcare, transportation and multifamily). The allowance for credit losses ratio was unchanged at 1.79 percent. The Common Equity Tier 1 ratio was estimated at 10.8 percent at quarter-end, up from 10.6 percent in the prior quarter, and tangible common book value per share rose to $11.42. Management also guided to 2025 net interest income growth of 2 to 5 percent, adjusted non-interest income growth of 2 to 4 percent, and adjusted non-interest expense growth of 1 to 3 percent. The filing furnishes three exhibits: the earnings press release, a supplemental financial package, and a visual presentation used for a live audio webcast on January 17, 2025 at 10 a.m. ET.

Jan 17, 2025 8-K

Regions Financial 8-K Report, Executive Changes (Dec 11, 2024)

Regions Financial Corporation disclosed in this Form 8-K that its Board of Directors appointed Roger W. Jenkins to the Board of Regions Financial Corporation and to the Board of its wholly owned subsidiary, Regions Bank, effective January 1, 2025. The Board appointment was made on December 10, 2024, and increases the size of the Boards to fourteen members. Mr. Jenkins, 63, is currently Chief Executive Officer of Murphy Oil Corporation, and he will serve on the Risk Committee and the Technology Committee of the Boards. The Boards affirmatively determined that he is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Principles. Under the Director Compensation Program, Mr. Jenkins will receive a restricted stock unit grant under the 2015 Long Term Incentive Plan, to be made as of January 1, 2025, with a grant date value of $43,333, representing the prorated annual equity retainer paid to all non-employee Directors. The units vest on the date of the 2025 Annual Meeting of Shareholders, or earlier upon death, disability, or termination without cause following a change in control. The filing states there are no arrangements or understandings pursuant to which he was appointed, and no related person transactions requiring disclosure under Item 404(a) of Regulation S-K. The filing also attaches a December 11, 2024 press release (Exhibit 99.1) announcing the appointment. That release states that Mr. Jenkins has been with Murphy Oil since 2001 and became its director, president and CEO in 2013, and that Murphy Oil has announced he will retire from its board on December 31, 2024 and remain in an advisory role until full retirement on December 31, 2025. The release describes Regions as having $157 billion in assets.

Dec 11, 2024 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (Nov 7, 2024)

Regions Financial Corporation's Form 8-K filed November 7, 2024 furnishes, under Item 7.01 (Regulation FD Disclosure), an investor presentation (Exhibit 99.1) that executives will use at institutional investor meetings during November and December 2024. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act. The presentation is an investor information deck covering the company's profile, asset/liability management, fees and expenses, loans and deposits, capital and liquidity, credit, and near-term expectations. The presentation reports third-quarter 2024 results: net income available to common shareholders of $446 million, diluted EPS of $0.49, reported pre-tax pre-provision income of $721 million (adjusted $799 million), a reported efficiency ratio of 59.3% (adjusted 56.9%), and net charge-offs of 0.48% of average loans. As of September 30, 2024, total assets were $157 billion, with Common Equity Tier 1 of 10.6% and an adjusted CET1 inclusive of AOCI of 9.1%. The company also disclosed that it sold $1.3 billion of securities at a $75 million pre-tax loss in 3Q24 and reclassified $2.5 billion of AFS securities into HTM. For the full year 2024, management expects net interest income of about $4.8 billion (at the upper end of the original range), adjusted non-interest income of $2.45 to $2.5 billion, adjusted non-interest expense of about $4.25 billion, and net charge-offs of 40 to 50 basis points, toward the upper end. Management also expects the 2024 net interest margin to be in the low 3.50% range, and the presentation notes that the company increased its dividend payout target to 40% to 50% of earnings.

Nov 7, 2024 8-K

Regions Financial 8-K Report, Financial Results (Oct 18, 2024)

Regions Financial Corporation reported third quarter 2024 net income available to common shareholders of $446 million and diluted earnings per share of $0.49, according to the press release furnished as Exhibit 99.1 to this Form 8-K. Total revenue was $1.8 billion on a reported basis, with pre-tax pre-provision income of $721 million reported and $799 million adjusted. Results were affected by securities repositioning losses of $78 million and costs tied to the redemption of the Series B Preferred Stock, which together reduced diluted EPS by $0.08. Net interest income rose 2.7% from the second quarter to $1.218 billion, and net interest margin increased 3 basis points to 3.54 percent. Total deposits were $126.4 billion at quarter end, and the company reported a Common Equity Tier 1 ratio estimated at 10.6 percent. Tangible common book value per share reached $12.26, up from $10.61 in the prior quarter. Credit metrics were mixed. Net charge-offs were $117 million, or 48 basis points of average loans, up from the prior quarter, and the filing states that net charge-offs are expected to remain toward the upper end of the company's 40 to 50 basis point range. Management says these expected losses are substantially reserved for within the allowance for credit losses, which stood at $1.728 billion at quarter end. Non-performing loans declined to 85 basis points of total loans. The filing also includes a visual presentation with 2024 expectations, including net interest income of approximately $4.8 billion, adjusted non-interest income of $2.45 to $2.5 billion, and adjusted non-interest expense of approximately $4.25 billion. The filing's exhibits are furnished, not filed, under Section 18 of the Exchange Act.

Oct 18, 2024 8-K

Other EventsExhibits & Filings

Regions Financial 8-K Report, Bylaw Amendment (Sep 17, 2024)

Regions Financial Corporation filed a Form 8-K on September 17, 2024 under Item 5.03 (Amendments to Articles of Incorporation or Bylaws) to report the elimination of the Certificate of Designations for its 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (the "Series B Preferred Stock"). On September 16, 2024, all then-outstanding shares of Series B Preferred Stock were redeemed in accordance with the terms of that Certificate of Designations. On September 17, 2024, the company filed a Certificate of Elimination with the Secretary of State of Delaware, which is attached as Exhibit 3.1. No shares of Series B Preferred Stock remain outstanding. As a result, the previously authorized Series B shares returned to the status of undesignated shares of the company's preferred stock, par value $1.00 per share. For investors, this filing is a housekeeping and capital-structure update rather than a change in operations or earnings. It confirms that the Series B preferred stock no longer exists as a designated class and that the authorized shares are again available as undesignated preferred stock. The filing does not state the redemption price or amount.

Sep 17, 2024 8-K

Regions Financial 8-K Report, Corporate Update (Sep 6, 2024)

Regions Financial Corporation issued and sold $1,000,000,000 aggregate principal amount of 5.502% Fixed Rate / Floating Rate Senior Notes due 2035 (the "2035 Notes") on September 6, 2024. The notes were sold under an underwriting agreement dated September 3, 2024, with Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, and Regions Securities LLC acting as representatives of the several underwriters. The company received $996,000,000 in proceeds before offering expenses. The 2035 Notes were issued under the Indenture dated August 8, 2005, as supplemented by the Fourteenth Supplemental Indenture dated September 6, 2024, between the company and Deutsche Bank Trust Company Americas, as trustee. This filing was made to file the underwriting agreement, supplemental indenture, and form of note certificate as exhibits to the company's Form S-3 registration statement (File No. 333-262964), and to file legal opinions from Sullivan & Cromwell LLP. For investors, this is a debt issuance filing rather than an earnings or operational update. It documents a $1.0 billion senior note offering with a 2035 maturity and a fixed-to-floating rate structure, and the filing itself does not discuss the use of proceeds or the company's financial results.

Sep 6, 2024 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (Aug 19, 2024)

Regions Financial Corporation filed this Form 8-K on August 19, 2024 under Item 7.01 (Regulation FD Disclosure) to furnish investor presentation materials, included as Exhibit 99.1, that executives will use at institutional investor meetings in August and September 2024. The filing states the information is furnished and not deemed filed under Section 18 of the Exchange Act. The presentation reports second-quarter 2024 results: net income available to common shareholders of $477 million, diluted EPS of $0.52, total revenue of $1.7 billion, and pre-tax pre-provision income of $727 million, with an efficiency ratio of 57.6% and net charge-offs of 0.42% of average loans. Total assets were $154 billion as of June 30, 2024. The presentation emphasizes that net interest income has troughed and is expected to grow in the second half of 2024. For 2024, the company expects net interest income of $4.7 to $4.8 billion, operating at the upper end of that range, and a net interest margin in the low 3.50% range. Adjusted non-interest expense is guided to $4.15 to $4.2 billion, adjusted non-interest income to $2.3 to $2.4 billion, and full-year net charge-offs to 40 to 50 basis points, toward the upper end. Management also notes a securities repositioning, with $50 million pre-tax losses in each of the first and second quarters and a further $910 million sale planned in the third quarter. The presentation highlights credit and capital positioning, including a rise in nonperforming loans to $847 million (0.87% of loans) in the second quarter and office CRE exposure with a 15.1% nonperforming loan ratio. Common Equity Tier 1 was 10.4% and adjusted CET1 including AOCI was 8.2%. The company declared a quarterly common dividend of $0.25 per share, a 4% increase over the prior quarter.

Aug 19, 2024 8-K

Shareholder MattersCorporate ChangesOther Events+1

Regions Financial 8-K Report, Executive Changes (Aug 13, 2024)

Regions Financial Corporation (NYSE:RF) filed an 8-K on August 13, 2024 to report a leadership change in its Corporate Banking Group. Ronald G. Smith, Senior Executive Vice President and Head of the Corporate Banking Group, notified the company on August 12, 2024 of his intent to retire on or around December 31, 2024. The company has appointed Brian R. Willman to succeed him as Senior Executive Vice President, Head of Corporate Banking Group, effective upon Smith's retirement. The accompanying press release, filed as Exhibit 99.1, also states that Nikki Stephenson, currently head of Credit Products, will be elevated to head of Commercial Banking and will report directly to Willman. Willman, a 15-year Regions veteran, previously served as head of Commercial Banking, and will report directly to Chairman, President and CEO John Turner. Smith began his career in 1981 and was named head of the Corporate Banking Group in 2018. This filing is a management transition announcement and contains no financial results, guidance, or quantitative performance data. The filing states that Regions has $154 billion in assets, and that the press release information is furnished under Item 7.01 and not deemed filed for purposes of Section 18 of the Exchange Act.

Aug 13, 2024 8-K

Regions Financial 8-K Report, Rights Modification (Jul 29, 2024)

Regions Financial Corporation filed this Form 8-K on July 29, 2024 to report the issuance of its Non-Cumulative Perpetual Preferred Stock, Series F, with a liquidation preference of $1,000 per share. The Company completed a public offering of 20,000,000 depositary shares, each representing a 1/40th interest in a share of the Series F Preferred Stock, receiving proceeds of $490,141,000 before offering expenses. The offering was made under an underwriting agreement dated July 22, 2024 with Morgan Stanley & Co. LLC, BofA Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Regions Securities LLC as representatives of the underwriters. Under Item 3.03, the filing states that following the Series F issuance, the Company's ability to declare or pay dividends on, or repurchase, redeem or otherwise acquire, its common stock and any junior or parity preferred shares is subject to certain restrictions if the Company does not declare and pay (or set aside) dividends on the Series F Preferred Stock for the last preceding dividend period. The Certificate of Designations establishing the preferences, limitations and relative rights of the Series F Preferred Stock was filed with the Delaware Secretary of State on July 25, 2024 and became effective upon filing. It is filed as Exhibit 3.6 to the Company's Form 8-A filed on July 26, 2024. The filing is primarily a registration-related submission. It files the underwriting agreement, the deposit agreement with Broadridge Corporate Issuer Solutions, LLC as depositary, the form of depositary receipt, and opinions and consents of Sullivan & Cromwell LLP as exhibits to the Company's Form S-3 registration statement (File No. 333-262964).

Jul 29, 2024 8-K

Other Events

Regions Financial 8-K Report, Corporate Update (Jul 23, 2024)

Regions Financial Corporation ("Regions") filed this Current Report on Form 8-K under Item 8.01 (Other Events) to disclose that on July 22, 2024 it launched and priced a proposed public offering of a new series of preferred stock (the "Preferred Stock"). The filing states that the Offering is described in a preliminary prospectus supplement dated July 22, 2024, which was filed with the SEC the day before this filing. If the Offering closes, Regions intends to use a portion of the net proceeds to redeem all outstanding shares of its 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (the "Series B Preferred Stock"), on September 16, 2024, the next business day after the Dividend Payment Date for that series. The filing explicitly states there is no assurance the Offering will close or that Regions will redeem the Series B Preferred Stock, or the timing of any redemption. If Regions decides to redeem the Series B Preferred Stock, it intends to announce that decision through a further Current Report on Form 8-K and a notice of redemption after the Offering closes. The filing also notes that it does not constitute an offer to sell the Preferred Stock.

Jul 23, 2024 8-K

Other EventsExhibits & Filings

Regions Financial 8-K Report, Financial Results (Jul 19, 2024)

Regions Financial Corporation reported second quarter 2024 net income available to common shareholders of $477 million, or $0.52 per diluted share, compared with $343 million ($0.37 per diluted share) in the first quarter of 2024 and $556 million ($0.59 per diluted share) in the second quarter of 2023. Total revenue was $1.7 billion on a reported basis and $1.8 billion on an adjusted basis. Reported pre-tax pre-provision income was $727 million and adjusted pre-tax pre-provision income was $749 million. Results included notable items: an addition to the FDIC special assessment accrual, severance-related charges, a $37 million contingent reserve release related to a prior acquisition, and $50 million in securities repositioning losses. Net interest income was $1.186 billion, stable with the prior quarter, and net interest margin declined 4 basis points to 3.51 percent. Non-interest expense fell 11 percent on a reported basis to $1.004 billion, and the efficiency ratio was 57.6 percent. Asset quality improved broadly. Net charge-offs were $101 million, or 42 basis points of average loans, versus 50 basis points in the prior quarter, and the allowance for credit losses was $1.732 billion, or 1.78 percent of loans. Management expects full-year 2024 net charge-offs toward the upper end of the 40 to 50 basis point range, driven by a few large credits. Total ending deposits decreased 2 percent to $126.6 billion. The Common Equity Tier 1 ratio was an estimated 10.4 percent, and the Board declared a quarterly common dividend of $0.25 per share, a 4 percent increase over the second quarter. The company stated that its preliminary Stress Capital Buffer will remain at the 2.5 percent floor. The filing furnishes the earnings press release, supplemental financial information, and a visual presentation for a webcast on July 19, 2024. Management's 2024 outlook includes net interest income of $4.7 to $4.8 billion, adjusted non-interest income of $2.3 to $2.4 billion, and adjusted non-interest expense of $4.15 to $4.2 billion.

Jul 19, 2024 8-K

Regions Financial 8-K Report, Corporate Update (Jun 6, 2024)

Regions Financial Corporation issued and sold $750,000,000 aggregate principal amount of 5.722% Fixed Rate / Floating Rate Senior Notes due 2030 (the "2030 Notes") on June 6, 2024, under an underwriting agreement dated June 3, 2024 with RBC Capital Markets, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Regions Securities LLC, as representatives of the several underwriters. The Company received $747,750,000 in proceeds before offering expenses. The 2030 Notes were issued under the Indenture dated as of August 8, 2005, as supplemented by the Thirteenth Supplemental Indenture dated June 6, 2024, between the Company and Deutsche Bank Trust Company Americas, as trustee. The filing states that it is being made to file Exhibits 1.1, 4.1, and 4.2 as exhibits to the Company's Form S-3 registration statement (File No. 333-262964), and that those exhibits are incorporated into that registration statement by reference. The filing also includes legal opinions of Sullivan & Cromwell LLP, counsel to the Company, as Exhibits 5.1 and 8.1, with related consents as Exhibits 23.1 and 23.2. The filing does not describe the notes' interest terms beyond the fixed/floating rate designation and coupon label, nor the use of proceeds.

Jun 6, 2024 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (Apr 25, 2024)

Regions Financial Corporation furnished an investor presentation under Item 7.01 (Regulation FD) as Exhibit 99.1, to be used by executives at institutional investor meetings and events during April, May, and June 2024. The filing is a furnished disclosure and is not deemed filed for purposes of Section 18 of the Exchange Act. The presentation itself covers first-quarter 2024 results and outlook. For 1Q24, the company reported net income available to common shareholders of $343 million and diluted EPS of $0.37, versus adjusted figures of $1.8 billion in total revenue and $700 million in pre-tax pre-provision income. The reported efficiency ratio was 64.3% (60.6% adjusted), and net charge-offs to average loans were 0.50%. Net interest income was $1,184 million, down 3.8% quarter over quarter, with net interest margin of 3.55%. Non-interest income was $563 million, and the company recorded a $50 million pre-tax loss from securities repositioning. The common equity Tier 1 ratio was estimated at 10.3%, and tangible common book value per share was $10.42. For full-year 2024, the presentation expects net interest income of $4.7 to $4.8 billion, adjusted non-interest income of $2.3 to $2.4 billion, adjusted non-interest expense of about $4.1 billion, and net charge-offs of 40 to 50 basis points of average loans. The company expects net interest income and margin to bottom in the second quarter, and it expects full-year net interest margin of about 3.50%.

Apr 25, 2024 8-K

Regions Financial 8-K Report, Financial Results (Apr 19, 2024)

Regions Financial Corporation reported first quarter 2024 net income available to common shareholders of $343 million and diluted earnings per share of $0.37, compared with $367 million and $0.39 in the fourth quarter of 2023 and $588 million and $0.62 in the first quarter of 2023. Results included notable items: an increase to the industry-wide FDIC special assessment accrual, severance-related charges, and the impact of securities repositioning. Reported total revenue was $1.7 billion, and pre-tax pre-provision income was $616 million on a reported basis and $700 million on an adjusted basis. Management cited top-quartile returns and a peer-leading net interest margin of 3.55%, though net interest income declined 4% from the prior quarter as deposit and funding costs rose. Credit quality continued to normalize. Net charge-offs were $121 million, or 0.50% of average loans, and the allowance for credit losses rose to 1.79% of loans. Non-performing loans rose to 0.94% of loans from 0.82% in the fourth quarter. Capital and liquidity remained solid, with an estimated Common Equity Tier 1 ratio of 10.3%, total available liquidity of approximately $60.8 billion, and a liquidity-to-uninsured-deposits ratio of 182%. The company repurchased 5.5 million shares for $102 million and declared $220 million in common dividends during the quarter. The filing furnishes earnings materials under Item 2.02 and Item 7.01, including a press release, a supplemental financial package, and a visual presentation for the earnings webcast. The presentation sets 2024 outlook ranges, including net interest income of $4.7 to $4.8 billion, adjusted non-interest expense of about $4.1 billion, and net charge-offs of 40 to 50 basis points of average loans.

Apr 19, 2024 8-K

Shareholder Matters

Regions Financial 8-K Report, Shareholder Vote Results (Apr 18, 2024)

Regions Financial Corporation (Regions) filed this Form 8-K to report the results of its 2024 Annual Meeting of Shareholders, held on April 17, 2024. Shareholders elected all 13 director nominees to one-year terms expiring at the 2025 Annual Meeting, ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024, and approved the executive compensation program. Shareholders also expressed a preference for annual advisory votes on executive compensation, and the Board affirmed its recommendation to continue holding them annually. The voting detail shows clear support for management's proposals. Ernst & Young was ratified with 779,288,132 votes for and 33,271,449 against. The executive compensation advisory vote received 667,888,758 for and 32,994,487 against. On frequency, 681,882,650 votes favored every year, compared with 18,362,257 for every three years and 1,259,803 for every two years. Director support varied more. John M. Turner, Jr. received the most votes against (41,763,282), followed by Ruth Ann Marshall (37,390,067) and Lee J. Styslinger III (33,801,718). Shareholders did not approve the shareholder proposal on a report on risks of politicized de-banking, which received 10,634,204 votes for, 673,164,762 against and 19,189,364 abstentions. The filing states that the full proposal texts appear in Regions' 2024 Proxy Statement, filed with the SEC on March 4, 2024, and that an archived recording of the annual meeting will be available on Regions' investor website for a limited time.

Apr 18, 2024 8-K

Regions Financial 8-K Report, Executive Changes (Feb 14, 2024)

Regions Financial Corporation (NYSE: RF) reported in a February 14, 2024 Form 8-K that its Board of Directors appointed William C. Rhodes, III to the Board of Regions Financial Corporation and to the Board of its wholly owned subsidiary, Regions Bank, effective March 1, 2024. Rhodes, 58, is currently Executive Chairman of AutoZone, Inc. The appointment increases the size of the Boards to fifteen members, and Rhodes will serve on the Audit Committee and the Compensation and Human Resources Committee. The Boards determined he is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Principles. As compensation, Rhodes will receive customary director fees and equity awards under Regions' Director Compensation Program. At the start of his service on March 1, 2024, he will receive restricted stock units with a grant date value of $21,667, the prorated annual equity retainer for the current year. The units vest on the date of the 2024 Annual Meeting of Shareholders, or earlier upon death, disability, or termination without cause following a change in control. The filing states there are no related person transactions requiring disclosure under Item 404(a) of Regulation S-K. The filing also furnishes a press release dated February 14, 2024, announcing the appointment. That release describes Rhodes' 18-year tenure as President and CEO of AutoZone, which he concluded in January, and notes that Regions has $152 billion in assets and operates approximately 1,250 banking offices.

Feb 14, 2024 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (Feb 6, 2024)

Regions Financial Corporation filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish presentation materials that executives will use with institutional investors at various meetings and events during February and March 2024. The materials, attached as Exhibit 99.1, are furnished rather than filed for purposes of Section 18 of the Exchange Act. The investor presentation reports fourth-quarter 2023 results and full-year 2023 performance. Full-year 2023 reported net income available to common shareholders was $2.0 billion and diluted EPS was $2.11 on an adjusted basis, with record full-year pre-tax pre-provision income of $3.2 billion and a top-ranked ROATCE of 21.9% among peers (15.9% excluding AOCI). Fourth-quarter reported diluted EPS was $0.39, with the reported efficiency ratio at 65.0% and adjusted at 56.9%. The company cited a $119 million FDIC special assessment and $28 million in severance costs as items affecting fourth-quarter results. For 2024, management expects net interest income of $4.7 to $4.8 billion, adjusted non-interest income of $2.3 to $2.4 billion, adjusted non-interest expense of about $4.1 billion, and net charge-offs of 40 to 50 basis points of average loans. The Common Equity Tier 1 ratio was 10.3% at year-end 2023, and management expects to manage it around 10% in the near term. The presentation also notes a planned 1Q24 net interest income decline of 3% to 5% from 4Q23.

Feb 6, 2024 8-K

Regions Financial 8-K Report, Financial Results (Jan 19, 2024)

Regions Financial Corporation reported preliminary results for the fourth quarter and full year ended December 31, 2023, with 2023 earnings of $2.0 billion and diluted earnings per share of $2.11. Fourth-quarter net income available to common shareholders was $367 million, or $0.39 per diluted share, compared with $0.49 in the third quarter and $0.70 a year earlier. Management attributes the quarter's results to the industry-wide FDIC special assessment, increased severance-related charges, and a net provision expense tied to the sale of an unsecured consumer loan portfolio. Total revenue rose 5 percent for the full year to a record $7.6 billion, driven by net interest income, and pre-tax pre-provision income reached a record $3.2 billion. Quarter-over-quarter, net interest income fell 4.6 percent to $1.231 billion and net interest margin declined 13 basis points to 3.60 percent, as deposit costs rose and forward-starting hedges became active. Non-performing loans rose to $805 million (0.82 percent of loans) from $642 million, and the allowance for credit losses increased to $1.7 billion, or 1.73 percent of loans. Common Equity Tier 1 was an estimated 10.2 percent, and the company repurchased $252 million of common stock and declared $223 million in common dividends during the quarter. Management guided to 2024 net interest income of $4.7 to $4.8 billion, a net interest margin of about 3.50 percent, and net charge-offs of 40 to 50 basis points. The filing furnishes these results under Items 2.02 and 7.01 and states that the exhibits are not deemed filed for purposes of Section 18 of the Exchange Act. The attached exhibits include the earnings press release, a supplemental financial package, and a visual presentation for the January 19, 2024 webcast.

Jan 19, 2024 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (Oct 31, 2023)

Regions Financial Corporation furnished an 8-K on October 31, 2023 under Item 7.01 (Regulation FD) to provide presentation materials for executives' meetings with institutional investors in November and December 2023. The filing itself contains no new financial results; the substance is in Exhibit 99.1, an investor presentation covering the third quarter of 2023 and full-year 2023 expectations. The materials are furnished, not filed, for purposes of Section 18 of the Exchange Act. The presentation reports 3Q23 net income available to common shareholders of $465 million, diluted EPS of $0.49, total revenue of $1.9 billion, and a 58.5% efficiency ratio. Management expects 2023 net interest income to grow about 11% versus 2022, with 4Q23 NII expected to decline about 5% from 3Q23. It also guides full-year 2023 adjusted total revenue up 5-6% and adjusted non-interest expense up about 9.5%, with adjusted net charge-offs slightly above 35 bps. The company reported a CET1 ratio of 10.3% at September 30, 2023 and expects to manage CET1 at about 10% over the near term. The presentation also highlights the balance sheet and credit profile: $154 billion in assets, $126 billion in loans, $99 billion in deposits, and roughly $38.5 billion of total primary liquidity. It notes a $111 million FDIC special assessment expected in 4Q23 and anticipated Basel III Endgame capital impacts. For investors, the key points are the near-term NII trough before a mid-2024 inflection and the company's deposit-beta and hedging positioning.

Oct 31, 2023 8-K

Regions Financial 8-K Report, Financial Results (Oct 20, 2023)

Regions Financial Corporation (NYSE: RF) reported third quarter 2023 net income available to common shareholders of $465 million and diluted earnings per share of $0.49, compared with $404 million and $0.43 in the third quarter of 2022. Net income available to common shareholders increased 15 percent year over year, while total revenue was roughly stable at $1.9 billion on both a reported and adjusted basis. Compared with the second quarter of 2023, total revenue fell 5 percent, driven by a 6.5 percent decline in net interest income as deposit and funding costs accelerated and net interest margin decreased 31 basis points to 3.73 percent. Asset quality weakened modestly during the quarter. Net charge-offs were $101 million, or 40 basis points of average loans, up from 33 basis points in the second quarter, due largely to losses tied to a discontinued consumer point of sale program. Non-performing loans excluding loans held for sale rose to 0.65 percent of loans from 0.50 percent, and the allowance for credit losses increased to 1.70 percent of total loans. Operational losses, which the company attributed to elevated fraud, were $75 million, down from $95 million in the prior quarter. Capital and liquidity remained solid. The Common Equity Tier 1 ratio was estimated at 10.3 percent and the Tier 1 capital ratio at 11.6 percent, with tangible common book value per share at $9.16. Regions declared $225 million in common dividends and repurchased no shares during the quarter. Total available liquidity was approximately $56.8 billion. The company also furnished guidance for 2023, including adjusted total revenue growth of 5 to 6 percent and adjusted non-interest expense growth of about 9.5 percent versus 2022, and it expects fourth-quarter net interest income to decline about 5 percent from the third quarter.

Oct 20, 2023 8-K

Regions Financial 8-K Report, Bylaw Amendment (Oct 18, 2023)

Regions Financial Corporation's Board of Directors approved and adopted amendments to the Company's Amended and Restated By-Laws on October 18, 2023, as disclosed under Item 5.03 of this Form 8-K. The amendments revise procedural and disclosure requirements for stockholders proposing director nominations at annual or special meetings, including enhanced disclosure about nominating stockholders, nominees, and their associates and affiliates, and a requirement under Rule 14a-19 that nominating stockholders state whether they intend to solicit holders of at least 67% of the voting power entitled to vote on director elections. The By-Laws were also updated to align with recent amendments to the Delaware General Corporation Law covering quorum, adjournments, meeting notices, Board actions, record dates, and stock certificates. The exclusive forum provision now designates the Court of Chancery of the State of Delaware, and indemnification is clarified to apply to directors and officers, with updated provisions on the administration of proceedings and expenses. The filing states that the summary is qualified in its entirety by the amended By-Laws, filed as Exhibit 3.2, and that other technical, conforming, clarifying, and modernizing revisions were also made. The filing contains no financial results or operating information.

Oct 18, 2023 8-K

Regions Financial 8-K Report, Executive Changes (Sep 21, 2023)

Regions Financial Corporation (NYSE: RF) disclosed in this Form 8-K that Chief Risk Officer C. Matthew Lusco, Senior Executive Vice President, notified the company of his intent to retire on or around December 31, 2023. The company has appointed Russell Zusi as Senior Executive Vice President and Chief Risk Officer, effective when his employment begins, which is expected on or around January 2, 2024. The filing states that Zusi joins from Bank of America, where he spent nearly 20 years in risk management and finance roles, most recently as co-head of Global Compliance and Operational Risk and Global Technology and Operations Chief Risk Officer. As Regions' CRO, he will report directly to CEO John Turner, serve on the Executive Leadership Team, and oversee company-wide risk-management functions, including financial, non-financial, compliance and regulatory, and enterprise risk. The announcement was made through a press release furnished as Exhibit 99.1. Per the press release, Lusco is credited with strengthening the bank's risk-management frameworks, policies, and teams. The company describes itself as having $156 billion in assets. The leadership transition is planned and announced in advance, with a defined handoff date.

Sep 21, 2023 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (Aug 4, 2023)

Regions Financial Corporation furnished an 8-K on August 4, 2023 under Item 7.01 (Regulation FD) to provide Presentation Materials (Exhibit 99.1) that executives will use in presentations to institutional investors at meetings during August and September 2023. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act. The Exhibit 99.1 investor deck reports second-quarter 2023 net income available to common shareholders of $556 million, diluted EPS of $0.59, total revenue of $2.0 billion, non-interest expense of $1.1 billion, pre-tax pre-provision income of $846 million, and an efficiency ratio of 56.4%. Net interest income was $1.381 billion, down 2.5% from the prior quarter, with net interest margin at 4.04%. The estimated CET1 ratio was 10.1%, and the company declared a quarterly common dividend of $0.24 per share, a 20% increase over 2Q. Management guidance for 2023 includes adjusted total revenue up 6-8%, adjusted non-interest expense up approximately 6.5%, ending loan growth of 3-4%, and net charge-offs of approximately 35 basis points. Management expects 2023 net interest income to grow 12-14% versus 2022, while 3Q23 net interest income is expected to decline about 5% from 2Q23. The company also noted it expects to resume share repurchases to maintain its CET1 level near 10%.

Aug 4, 2023 8-K

Leadership ChangesOther EventsExhibits & Filings

Regions Financial 8-K Report, Financial Results (Jul 21, 2023)

Regions Financial Corporation reported second quarter 2023 net income available to common shareholders of $556 million, or $0.59 per diluted share, compared with $588 million and $0.62 in the first quarter of 2023 and $558 million and $0.59 in the second quarter of 2022. Total revenue was $1,957 million, up 0.3% from the prior quarter and up 12.0% year over year, driven by growth in net interest income. Net interest income fell 2.5% sequentially to $1,381 million as deposit and funding costs accelerated, and net interest margin declined 18 basis points to 4.04%. Non-interest income rose 7.9% sequentially to $576 million, led by capital markets income, while non-interest expense increased 8.2% to $1,111 million, including $82 million of incremental operational losses tied to a spike in check fraud that management says has returned to normalized levels. Credit and capital metrics were mixed but stable. Net charge-offs were $81 million, or 0.33% of average loans, and the provision for credit losses was $118 million. Non-performing loans decreased to 0.50% of loans, while the allowance for credit losses rose to 1.65% of loans. The Common Equity Tier 1 ratio was estimated at 10.1%, and average total deposits declined 2.7% sequentially. Management also declared a quarterly common stock dividend of $0.24 per share, a 20% increase over the second quarter, and guided to full-year 2023 adjusted total revenue growth of 6-8% and adjusted non-interest expense growth of about 6.5%. The filing furnishes the earnings press release (Exhibit 99.1), a financial supplement (Exhibit 99.2), and a conference call presentation (Exhibit 99.3) under Items 2.02 and 7.01, and these materials are not deemed filed for Section 18 purposes.

Jul 21, 2023 8-K

Regions Financial 8-K Report, Executive Changes (Jul 19, 2023)

Regions Financial Corporation (NYSE: RF) filed a Form 8-K on July 19, 2023 to report the appointment of Alison S. Rand to its Board of Directors and to the Board of its subsidiary, Regions Bank. Her appointments take effect October 1, 2023, and increase the size of the Boards to fourteen members. Ms. Rand, 55, is currently Executive Vice President and Chief Financial Officer of Primerica, and she has been determined by the Boards to be independent under New York Stock Exchange listing standards. She will serve on the Technology Committee and is expected to join the Audit Committee upon her previously announced retirement from Primerica. Under Regions' Director Compensation Program, Ms. Rand will receive customary director fees and a prorated restricted stock unit grant with a grant date value of $75,333, to be made as of October 1, 2023. The units vest on the date of the 2024 Annual Meeting of Shareholders, or earlier upon death, disability, or termination without cause following a change in control. The filing states there are no arrangements or understandings tied to her appointment and no related person transactions requiring disclosure under Item 404(a) of Regulation S-K. The filing also attaches a press release dated July 19, 2023, announcing the appointment. That release describes Regions as having $154 billion in assets and operating more than 1,250 banking offices across the South, Midwest and Texas.

Jul 19, 2023 8-K

Regions Financial 8-K Report, Regulation FD Disclosure (May 1, 2023)

Regions Financial Corporation furnished this Form 8-K under Item 7.01 (Regulation FD Disclosure) to provide investor presentation materials to be used at institutional investor meetings and events during May and June 2023. The presentation, filed as Exhibit 99.1, covers the company's profile, net interest income and margin, fees and expenses, loans and deposits, capital and liquidity, credit, and near-term expectations. The information is furnished and not deemed filed for purposes of Section 18 of the Exchange Act. The most significant item for investors is a revision to fiscal year 2023 expectations. The company now expects full-year 2023 adjusted non-interest expense to increase about 6.5% compared to 2022, and adjusted operating leverage of about 1%. The filing attributes the change primarily to an increase in the estimate of operational losses from check fraud, which it describes as a dynamic, industry-wide issue. These revised expectations update the figures from the April 21, 2023 investor presentation. The presentation also reiterates other 2023 outlook items, including total adjusted revenue growth of 6-8%, net interest income growth of 12-14%, ending loan growth of about 4%, a $3-5 billion decline in ending deposits over the first half of 2023, net charge-offs of about 35 basis points, and CET1 managed at or modestly above 10% over the near term. The first quarter 2023 results cited include net income available to common shareholders of $588 million, diluted EPS of $0.62, and a CET1 ratio of an estimated 9.8%.

May 1, 2023 8-K

Regions Financial 8-K Report, Financial Results (Apr 21, 2023)

Regions Financial Corporation reported first quarter 2023 net income available to common shareholders of $588 million and diluted earnings per share of $0.62, compared with $660 million and $0.70 in the fourth quarter of 2022 and $524 million and $0.55 in the first quarter of 2022. Total revenue was $2.0 billion, up 22 percent year over year, driven by growth in net interest income, which rose to a record $1.4 billion. The net interest margin increased 23 basis points to 4.22 percent. Non-interest income fell 11 percent from the prior quarter, mainly because an insurance reimbursement in the fourth quarter did not repeat. Deposits declined in the quarter, with total ending deposits down approximately 2 percent and average deposits down 3 percent versus the fourth quarter. Management said deposits remained stable from early March through quarter-end and that total available liquidity was approximately $54 billion, about 3-to-1 coverage of uninsured retail and non-operational wholesale deposits. Credit metrics continued to normalize: net charge-offs were $83 million, or 35 basis points of average loans, non-performing loans rose to 0.56 percent of total loans, and business services criticized loans increased 18 percent. Capital ratios strengthened, with the estimated Common Equity Tier 1 ratio at 9.8 percent and the Tier 1 capital ratio at 11.2 percent. Regions declared $187 million in common dividends and did not repurchase shares. The filing also includes management's 2023 outlook, including expected full-year adjusted total revenue growth of 6 to 8 percent, adjusted non-interest expense growth of 4.5 to 5.5 percent, and net interest income growth of 12 to 14 percent.

Apr 21, 2023 8-K

Shareholder Matters

Regions Financial 8-K Report, Shareholder Vote Results (Apr 19, 2023)

At its Annual Meeting of Shareholders on April 19, 2023, Regions Financial Corporation's shareholders elected all 13 director nominees to one-year terms expiring at the 2024 Annual Meeting. Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2023 and approved the company's executive compensation program in an advisory vote. The proposals were described in the 2023 Proxy Statement filed with the SEC on March 6, 2023. Vote tallies show broad support for the director slate and the auditor. Each director received at least 637,675,014 votes "For" (Zhanna Golodryga, the lowest), while Mark A. Crosswhite received 697,407,370 "For" and 7,488,910 "Against." The auditor ratification received 780,161,581 "For" and 37,960,767 "Against." The advisory say-on-pay vote received 639,137,632 "For," 62,417,286 "Against," and 4,495,896 "Abstain," with 113,182,230 broker non-votes. The filing reports only the outcomes of these three shareholder votes. It states that an archived recording of the 2023 Annual Meeting will be available for a limited time on Regions' investor relations website.

Apr 19, 2023 8-K