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

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed November 5, 2025
Period End
November 5, 2025
In the record · 2016–202610-K1210-Q328-K207

RF filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 207 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Aug ’18Aug ’18
  2. Leadership change8-K · Jun ’22Jun ’22
  3. Leadership change8-K · Dec ’24Dec ’24

01—Abstract

Summary

Summary of the 8-K filed November 5, 2025. Cited figures are marked; the original filing is the authoritative source.

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 milliona (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%b 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 millionc.

02—Key points

Key Highlights

  1. Filing type: Item 7.01 Regulation FD furnishing of Exhibit 99.1 investor presentation for November and December 2025 investor meetings; not deemed filed under Exchange Act Section 18.
  2. 3Q25 net income available to common shareholders of $548 million ($561 million adjusted); diluted EPS of $0.61 ($0.63 adjusted).
  3. 3Q25 efficiency ratio of 57.2% (56.9% adjusted); net charge-offs of 0.55% of average loans; ROATCE of 18.81% (19.24% adjusted).
  4. FY25 outlook: net interest income up 3% to 4%, adjusted non-interest income up 4% to 5%, adjusted non-interest expense up about 2%, net charge-offs around 50 bps.
  5. 4Q25 guidance: net interest income up 1% to 2% versus 3Q25, NIM in the mid-3.60% range, and Capital Markets revenue ex-CVA/DVA of $95 million to $105 million.
  6. Capital: CET1 of about 10.8%; adjusted CET1 inclusive of AOCI about 9.5%, with a management target near the midpoint of a 9.25% to 9.75% operating range; 3Q25 common dividends of $235 million and share repurchases of $251 million.
  7. Credit: NPLs of 0.79% of loans, ACL of 1.78% of loans, and 3Q25 provision of $105 million, with FY25 net charge-offs expected to be about 50 bps as portfolios of interest are resolved.

03—Questions

Frequently Asked Questions

  1. What is the purpose of this 8-K filing?

    The filing furnishes under Item 7.01 (Regulation FD) the presentation materials that Regions executives will use with institutional investors at meetings in November and December 2025. The materials are attached as Exhibit 99.1 and are furnished rather than filed for Exchange Act Section 18 purposes.

  2. How did Regions perform in third-quarter 2025?

    Per the presentation, 3Q25 net income available to common shareholders was $548 million ($561 million adjusted), diluted EPS was $0.61 ($0.63 adjusted), and total revenue was $1,916 million ($1,941 million adjusted). The efficiency ratio was 57.2%, and ROATCE was 18.81%.

  3. Did Regions change its 2025 outlook?

    Yes. The presentation raises the FY25 adjusted non-interest income expectation to growth of 4% to 5% (from 2.5% to 3.5%) and narrows net interest income growth to 3% to 4% (from 3% to 5%). Adjusted non-interest expense growth is now expected at about 2%, up from 1% to 2%.

  4. What are the key credit trends investors should watch?

    Third-quarter net charge-offs were 0.55% of average loans, and NPLs improved to 0.79% of loans from 0.85% a year earlier. Management expects 4Q25 losses to remain elevated as it resolves credits in the portfolios of interest, with improvement continuing through 2026.

  5. What is Regions' capital position?

    The presentation shows an estimated CET1 ratio of 10.8% and adjusted CET1 inclusive of AOCI of about 9.5% at 3Q25. Management expects to manage adjusted CET1 near the midpoint of its 9.25% to 9.75% operating range, and it declared $235 million of common dividends and executed $251 million of share repurchases in the quarter.

04—Continue

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