rf-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM			10-Q


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

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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, 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. (Check one): ☒ 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 May 5, 2025 there were 898,930,154 shares of the issuer's common stock, par value $.01 per share, outstanding.

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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 (Loss)	11
	Consolidated Statements of Changes in Shareholders' Equity	12
	Consolidated Statements of Cash Flows	13
	Notes to Consolidated Financial Statements	14
	Note 1 "Basis of Presentation"	14
	Note 2 "Variable Interest Entities"	14
	Note 3 "Debt Securities"	15
	Note 4 "Loans and the Allowance for Credit Losses"	17
	Note 5 "Servicing of Financial Assets"	28
	Note 6 "Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)"	30
	Note 7 "Earnings per Common Share"	32
	Note 8 "Pension and Other Postretirement Benefits"	33
	Note 9 "Derivative Financial Instruments and Hedging Activities"	34
	Note 10 "Fair Value Measurements"	38
	Note 11 "Business Segment Information"	41
	Note 12 "Commitments, Contingencies and Guarantees"	43
	Note 13 "Recent Accounting Pronouncements"	45
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	46
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	75
Item 4.	Controls and Procedures	75

Part II. Other Information
Item 1.	Legal Proceedings	76
Item 1A.	Risk Factors	76
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76
Item 5.	Other Information	76
Item 6.	Exhibits	77

Signatures		78

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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.

Call Report - FFIEC 031 filing.

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.

DIF - Deposit Insurance Fund.

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.

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GDP - Gross domestic product.

GNMA - Government National Mortgage Association.

HPI - Housing price index.

IRS - Internal Revenue Service.

IRE - Investor Real Estate.

ISDA - International Swaps and Derivatives Association.

LROC - Liquidity Risk Oversight Committee.

LTV - Loan to value.

MBS - Mortgage-backed securities.

MSAs - Metropolitan Statistical Areas.

MSR - Mortgage servicing right.

NM - Not meaningful.

OAS - Option-adjusted spread.

OCI - Other comprehensive income.

R&S - Reasonable and supportable.

REITs - Real estate investment trust.

S&P - Standard and Poor's.

SBIC - Small Business Investment Company.

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.

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PART I

Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary

This Quarterly Report on Form 10-Q, other periodic reports filed by Regions Financial Corporation under the Securities Exchange Act of 1934, as amended, and any other written or oral statements made by us or on our behalf to analysts, investors, the media and others, may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The terms “Regions,” the “Company,” “we,” “us” and “our” as used herein mean collectively Regions Financial Corporation, a Delaware corporation, together with its subsidiaries when or where appropriate. The words “future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “predicts,” “potential,” “objectives,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “would,” “will,” “may,” “might,” “could,” “should,” “can,” and similar terms 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.

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•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.

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•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.

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS




	March 31, 2025		December 31, 2024
	(In millions, except per share data)
Assets
Cash and due from banks	$	3,287	$	2,893
Interest-bearing deposits in other banks	11,029		7,819

Debt securities held to maturity (estimated fair value of $5,063 and $4,226, respectively)	5,195		4,427
Debt securities available for sale (amortized cost of $27,265 and $28,183, respectively)	25,942		26,224
Loans held for sale (includes $227 and $234 measured at fair value, respectively)	345		594
Loans, net of unearned income	95,733		96,727
Allowance for loan losses	(1,613)		(1,613)
Net loans	94,120		95,114
Other earning assets	1,412		1,616
Premises, equipment and software, net	1,726		1,673
Interest receivable	583		572
Goodwill	5,733		5,733
Residential mortgage servicing rights at fair value	979		1,007
Other identifiable intangible assets, net	161		169
Other assets	9,334		9,461
Total assets	$	159,846	$	157,302
Liabilities and Equity
Deposits:
Non-interest-bearing	$	40,443	$	39,138
Interest-bearing	90,528		88,465
Total deposits	130,971		127,603
Borrowed funds:



Short-term borrowings	—		500
Long-term borrowings	6,019		5,993
Total borrowed funds	6,019		6,493
Other liabilities	4,289		5,296
Total liabilities	141,279		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—1,403,500 shares	1,715		1,715
Common stock, authorized 3 billion shares, par value $0.01 per share:
Issued including treasury stock—939,311,206 and 949,510,334 shares, respectively	9		9
Additional paid-in capital	11,161		11,394
Retained earnings	9,299		9,060
Treasury stock, at cost— 41,032,676 shares	(1,371)		(1,371)
Accumulated other comprehensive income (loss), net	(2,283)		(2,928)
Total shareholders’ equity	18,530		17,879
Noncontrolling interest	37		31
Total equity	18,567		17,910
Total liabilities and equity	$	159,846	$	157,302

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended March 31
	2025		2024
	(In millions, except per share data)
Interest income on:
Loans, including fees	$	1,342	$	1,421
Debt securities	266		209
Loans held for sale	8		8
Other earning assets	109		86
Total interest income	1,725		1,724
Interest expense on:
Deposits	442		495
Short-term borrowings	4		1
Long-term borrowings	85		44
Total interest expense	531		540


Net interest income	1,194		1,184
Provision for credit losses	124		152
Net interest income after provision for credit losses	1,070		1,032
Non-interest income:
Service charges on deposit accounts	161		148
Card and ATM fees	117		116
Investment management and trust fee income	86		81
Capital markets income	80		91
Mortgage income	40		41
Securities gains (losses), net	(25)		(50)
Other	131		136
Total non-interest income	590		563
Non-interest expense:
Salaries and employee benefits	625		658
Equipment and software expense	99		101
Net occupancy expense	70		74
Other	245		298
Total non-interest expense	1,039		1,131
Income before income taxes	621		464
Income tax expense	131		96





Net income	$	490	$	368

Net income available to common shareholders	$	465	$	343
Weighted-average number of shares outstanding:
Basic	906		921
Diluted	910		923



Earnings per common share:
Basic	$	0.51	$	0.37
Diluted	0.51		0.37

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Three Months Ended March 31
	2025		2024
	(In millions)
Net income	$	490	$	368
Other comprehensive income (loss), 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 ($38) and zero tax effect, respectively)	(115)		—
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($7) and zero tax effect, respectively)	(15)		—
Net change in unrealized losses on securities transferred to held to maturity, net of tax	(100)		—
Unrealized gains (losses) on securities available for sale:
Unrealized losses on securities transferred to held to maturity during the period (net of $38 and zero tax effect, respectively	115		—
Unrealized holding gains (losses) arising during the period (net of $113 and ($81) tax effect, respectively)	345		(237)
Less: reclassification adjustments for securities gains (losses) realized in net income (net of ($6) and ($13) tax effect, respectively)	(19)		(37)
Net change in unrealized gains (losses) on securities available for sale, net of tax	479		(200)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivatives arising during the period (net of $69 and ($104) tax effect, respectively)	203		(303)
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($17) and ($30) tax effect, respectively)	(50)		(87)
Net change in unrealized gains (losses) on derivative instruments, net of tax	253		(216)
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 ($2) and ($2) tax effect, respectively)	(4)		(4)
Net change from defined benefit pension plans and other post employment benefits, net of tax	4		4
Other comprehensive income (loss), net of tax	636		(412)
Comprehensive income (loss)	$	1,126	$	(44)

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


	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 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

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended March 31
	2025		2024
	(In millions)
Operating activities:
Net income	$	490	$	368
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses	124		152
Depreciation, amortization and accretion, net	22		48

Securities (gains) losses, net	25		50

Deferred income tax expense (benefit)	(3)		35
Originations and purchases of loans held for sale	(1,189)		(1,280)
Proceeds from sales of loans held for sale	1,470		1,265

(Gain) loss on sale of loans, net	(9)		(13)


Net change in operating assets and liabilities:
Other earning assets	204		(61)
Interest receivable and other assets	300		(130)
Other liabilities	(356)		(59)
Other	(12)		21
Net cash from operating activities	1,066		396
Investing activities:
Proceeds from maturities of debt securities held to maturity	98		11
Proceeds from sales of debt securities available for sale	599		1,260
Proceeds from maturities of debt securities available for sale	774		702
Purchases of debt securities available for sale	(2,075)		(2,077)
Net (payments for) proceeds from bank-owned life insurance	—		1

Proceeds from sales of loans	20		4
Purchases of loans	(61)		(180)
Net change in loans	913		1,611
Purchases of mortgage servicing rights	(5)		(119)
Net purchases of other assets	(97)		(4)


Net cash from investing activities	166		1,209
Financing activities:
Net change in deposits	3,368		1,194
Net change in short-term borrowings	(500)		1,000
Proceeds from long-term borrowings	—		1,000


Cash dividends on common stock	(227)		(222)
Cash dividends on preferred stock	(25)		(25)


Repurchases of common stock	(242)		(102)
Taxes paid related to net share settlement of equity awards	(2)		(1)

Net cash from financing activities	2,372		2,844
Net change in cash and cash equivalents	3,604		4,449
Cash and cash equivalents at beginning of year	10,712		6,801
Cash and cash equivalents at end of period	$	14,316	$	11,250

See notes to consolidated financial statements.

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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 (loss) 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:


	March 31, 2025		December 31, 2024
	(In millions)
Tax credit investments included in other assets	$	1,559	$	1,471
Unfunded tax credit commitments included in other liabilities	546		590
Loans and letters of credit commitments	628		663
Funded portion of loans and letters of credit commitments	288		336


	Three Months Ended March 31
	2025		2024
	(In millions)
Tax credits and other tax benefits recognized	$	54	$	55
Tax credit amortization expense included in income tax expense	47		46

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 and does not have a significant interest, these investments are not consolidated. At March 31, 2025 and December 31, 2024, the value of Regions’ general partnership interest in affordable housing investments was immaterial.

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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:


	March 31, 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	$	5,565	$	—	$	(875)	$	4,690	$	—	$	(119)	$	4,571
Commercial agency	505		—		—		505		—		(13)		492
	$	6,070	$	—	$	(875)	$	5,195	$	—	$	(132)	$	5,063

Debt securities available for sale:
U.S. Treasury securities	$	2,129	$	6	$	(74)	$	2,061					$	2,061
Federal agency securities	493		4		(12)		485						485
Obligations of states and political subdivisions	2		—		—		2						2
Mortgage-backed securities:
Residential agency	19,600		59		(1,076)		18,583						18,583

Commercial agency	4,309		7		(221)		4,095						4,095
Commercial non-agency	92		—		(9)		83						83
Corporate and other debt securities	640		3		(10)		633						633
	$	27,265	$	79	$	(1,402)	$	25,942					$	25,942


	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.

In the first quarter of 2025, the Company reclassified debt securities with an amortized cost, excluding items recognized in OCI, of $1.0 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 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.

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Debt securities with carrying values of $21.0 billion and $20.9 billion at March 31, 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 March 31, 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	$	5,565	$	4,571
Commercial agency	505		492
	$	6,070	$	5,063
Debt securities available for sale:
Due in one year or less	$	374	$	369
Due after one year through five years	1,979		1,922
Due after five years through ten years	835		817
Due after ten years	76		73
Mortgage-backed securities:
Residential agency	19,600		18,583

Commercial agency	4,309		4,095
Commercial non-agency	92		83
	$	27,265	$	25,942

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 March 31, 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.


	March 31, 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	$	—	$	—	$	4,571	$	(994)	$	4,571	$	(994)
Commercial agency	—		—		492		(13)		492		(13)
	$	—	$	—	$	5,063	$	(1,007)	$	5,063	$	(1,007)

Debt securities available for sale:
U.S Treasury securities	$	539	$	(12)	$	1,020	$	(62)	$	1,559	$	(74)
Federal agency securities	76		(1)		183		(11)		259		(12)
Mortgage-backed securities:
Residential agency	5,798		(102)		8,421		(974)		14,219		(1,076)

Commercial agency	902		(21)		2,718		(200)		3,620		(221)
Commercial non-agency	—		—		83		(9)		83		(9)
Corporate and other debt securities	—		—		305		(10)		305		(10)
	$	7,315	$	(136)	$	12,730	$	(1,266)	$	20,045	$	(1,402)

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	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 1,570 at March 31, 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 March 31, 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.

Gross realized losses on sales of debt securities available for sale totaled $26 million and gross realized gains totaled $1 million for three months ended March 31, 2025. Therefore, the Company recognized net realized losses of $25 million for three months ended March 31, 2025. Gross realized losses on sales of debt securities available for sale for three months ended March 31, 2024 totaled $50 million while gross realized gains were zero. 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 three months ended March 31, 2025 and 2024.

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:


	March 31, 2025		December 31, 2024
	(In millions)
Commercial and industrial	$	48,879	$	49,671
Commercial real estate mortgage—owner-occupied	4,849		4,841
Commercial real estate construction—owner-occupied	316		333
Total commercial	54,044		54,845
Commercial investor real estate mortgage	6,376		6,567
Commercial investor real estate construction	2,457		2,143
Total investor real estate	8,833		8,710
Residential first mortgage	20,000		20,094
Home equity lines	3,130		3,150
Home equity loans	2,371		2,390
Consumer credit card	1,384		1,445

Other consumer (1)	5,971		6,093
Total consumer	32,856		33,172
Total loans, net of unearned income	$	95,733	$	96,727

______

(1) Starting in 2025, other consumer loans include exit portfolios, which consists primarily of indirect auto loans, and presentation of prior periods has been conformed accordingly.

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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 months ended March 31, 2025, and 2024.



	Three Months Ended March 31, 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	49		18		56		123

Loan losses:
Charge-offs	(59)		(22)		(64)		(145)
Recoveries	12		—		10		22
Net loan losses	(47)		(22)		(54)		(123)
Allowance for loan losses, March 31, 2025	745		236		632		1,613
Reserve for unfunded credit commitments, January 1, 2025	91		7		18		116
Provision for unfunded credit commitments	—		1		—		1
Reserve for unfunded credit commitments, March 31, 2025	91		8		18		117
Allowance for credit losses, March 31, 2025	$	836	$	244	$	650	$	1,730



	Three Months Ended March 31, 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	88		23		51		162

Loan losses:
Charge-offs	(62)		(5)		(74)		(141)
Recoveries	8		1		11		20
Net loan losses	(54)		(4)		(63)		(121)
Allowance for loan losses, March 31, 2024	756		211		650		1,617

Reserve for unfunded credit commitments, January 1, 2024	92		13		19		124
Provision for (benefit from) unfunded credit commitments	(5)		(3)		(2)		(10)
Reserve for unfunded credit commitments, March 31, 2024	87		10		17		114
Allowance for credit losses, March 31, 2024	$	843	$	221	$	667	$	1,731

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

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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 March 31, 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.


	March 31, 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	$	1,871	$	7,721	$	4,135	$	5,742	$	2,967	$	4,698	$	19,267	$	—	$	(359)	$	46,042
Special Mention	30		93		274		90		58		15		553		—		—		1,113
Substandard Accrual	1		100		266		264		45		96		534		—		—		1,306
Non-accrual	3		50		97		94		38		11		125		—		—		418
Total commercial and industrial	$	1,905	$	7,964	$	4,772	$	6,190	$	3,108	$	4,820	$	20,479	$	—	$	(359)	$	48,879

Commercial real estate mortgage—owner-occupied:
Risk rating:
Pass	$	177	$	738	$	676	$	769	$	758	$	1,243	$	89	$	—	$	(5)	$	4,445
Special Mention	—		44		26		61		36		74		8		—		—		249
Substandard Accrual	1		19		5		35		20		34		1		—		—		115
Non-accrual	2		1		1		4		15		16		1		—		—		40
Total commercial real estate mortgage—owner-occupied:	$	180	$	802	$	708	$	869	$	829	$	1,367	$	99	$	—	$	(5)	$	4,849

Commercial real estate construction—owner-occupied:
Risk rating:
Pass	$	14	$	116	$	34	$	36	$	29	$	56	$	8	$	—	$	—	$	293
Special Mention	—		10		6		2		—		—		—		—		—		18
Substandard Accrual	1		—		—		2		—		1		—		—		—		4
Non-accrual	—		—		—		—		—		1		—		—		—		1
Total commercial real estate construction—owner-occupied:	$	15	$	126	$	40	$	40	$	29	$	58	$	8	$	—	$	—	$	316

Total commercial	$	2,100	$	8,892	$	5,520	$	7,099	$	3,966	$	6,245	$	20,586	$	—	$	(364)	$	54,044

Commercial investor real estate mortgage:
Risk rating:
Pass	$	515	$	1,346	$	464	$	1,488	$	641	$	373	$	289	$	—	$	(2)	$	5,114
Special Mention	86		124		—		221		23		48		—		—		—		502
Substandard Accrual	47		111		—		123		39		29		84		—		—		433
Non-accrual	—		123		79		77		—		48		—		—		—		327
Total commercial investor real estate mortgage	$	648	$	1,704	$	543	$	1,909	$	703	$	498	$	373	$	—	$	(2)	$	6,376

Commercial investor real estate construction:
Risk rating:
Pass	$	11	$	371	$	466	$	412	$	—	$	2	$	817	$	—	$	(14)	$	2,065
Special Mention	94		27		—		211		—		—		56		—		—		388
Substandard Accrual	—		—		—		—		—		—		4		—		—		4

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	March 31, 2025
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Other (1)		Total

	2025		2024		2023		2022		2021		Prior
	(In millions)
Non-accrual	—		—		—		—		—		—		—		—		—		—
Total commercial investor real estate construction	$	105	$	398	$	466	$	623	$	—	$	2	$	877	$	—	$	(14)	$	2,457

Total investor real estate	$	753	$	2,102	$	1,009	$	2,532	$	703	$	500	$	1,250	$	—	$	(16)	$	8,833

Residential first mortgage:
FICO scores:
Above 720	$	203	$	1,171	$	1,930	$	2,689	$	3,981	$	6,560	$	—	$	—	$	—	$	16,534
681-720	25		96		171		230		274		497		—		—		—		1,293
620-680	8		57		92		134		133		385		—		—		—		809
Below 620	—		26		82		161		165		546		—		—		—		980
Data not available	7		31		26		17		34		98		2		—		169		384
Total residential first mortgage	$	243	$	1,381	$	2,301	$	3,231	$	4,587	$	8,086	$	2	$	—	$	169	$	20,000

Home equity lines:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	—	$	2,357	$	52	$	—	$	2,409
681-720	—		—		—		—		—		—		347		13		—		360
620-680	—		—		—		—		—		—		196		12		—		208
Below 620	—		—		—		—		—		—		113		8		—		121
Data not available	—		—		—		—		—		—		—		—		32		32
Total home equity lines	$	—	$	—	$	—	$	—	$	—	$	—	$	3,013	$	85	$	32	$	3,130

Home equity loans:
FICO scores:
Above 720	$	74	$	320	$	244	$	296	$	317	$	604	$	—	$	—	$	—	$	1,855
681-720	17		45		42		45		40		72		—		—		—		261
620-680	5		20		21		24		21		59		—		—		—		150
Below 620	—		4		9		15		14		47		—		—		—		89
Data not available	—		—		—		—		—		—		—		—		16		16
Total home equity loans	$	96	$	389	$	316	$	380	$	392	$	782	$	—	$	—	$	16	$	2,371

Consumer credit card:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	—	$	806	$	—	$	—	$	806
681-720	—		—		—		—		—		—		273		—		—		273
620-680	—		—		—		—		—		—		227		—		—		227
Below 620	—		—		—		—		—		—		111		—		—		111
Data not available	—		—		—		—		—		—		5		—		(38)		(33)
Total consumer credit card	$	—	$	—	$	—	$	—	$	—	$	—	$	1,422	$	—	$	(38)	$	1,384










Other consumer(2):
FICO scores:
Above 720	$	175	$	826	$	944	$	1,272	$	392	$	415	$	112	$	—	$	—	$	4,136
681-720	21		154		181		266		90		82		61		—		—		855
620-680	11		83		103		179		61		52		50		—		—		539
Below 620	1		21		47		116		40		32		31		—		—		288
Data not available	56		21		4		10		5		154		—		—		(97)		153
Total other consumer	$	264	$	1,105	$	1,279	$	1,843	$	588	$	735	$	254	$	—	$	(97)	$	5,971

Total consumer loans	$	603	$	2,875	$	3,896	$	5,454	$	5,567	$	9,603	$	4,691	$	85	$	82	$	32,856

Total Loans	$	3,456	$	13,869	$	10,425	$	15,085	$	10,236	$	16,348	$	26,527	$	85	$	(298)	$	95,733

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	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

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

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

	2024		2023		2022		2021		2020		Prior
	(In millions)
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












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 include exit portfolios, which consists primarily of indirect auto loans, and presentation of prior periods has been conformed accordingly.

Table of Contents

The following tables present gross charge-offs by vintage year for the three months ended March 31, 2025 and 2024.


	March 31, 2025
	Term Loans												Revolving Loans		Total
	2025		2024		2023		2022		2021		Prior
	(In millions)
Commercial and industrial	$	—	$	3	$	7	$	13	$	3	$	1	$	30	$	57
Commercial real estate mortgage—owner-occupied	—		—		—		—		1		1		—		2

Total commercial	—		3		7		13		4		2		30		59
Commercial investor real estate mortgage	—		8		12		—		—		2		—		22

Total investor real estate	—		8		12		—		—		2		—		22



Consumer credit card	—		—		—		—		—		—		17		17

Other consumer(1)	3		11		7		13		5		5		3		47
Total consumer	3		11		7		13		5		5		20		64
Total gross charge-offs	$	3	$	22	$	26	$	26	$	9	$	9	$	50	$	145


	March 31, 2024
	Term Loans												Revolving Loans		Total
	2024		2023		2022		2021		2020		Prior
	(In millions)
Commercial and industrial	$	5	$	23	$	17	$	5	$	2	$	7	$	3	$	62


Total commercial	5		23		17		5		2		7		3		62
Commercial investor real estate mortgage	—		—		—		5		—		—		—		5

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

Consumer credit card	—		—		—		—		—		—		16		16

Other consumer(1)	6		16		20		6		3		5		—		56
Total consumer	6		16		20		6		3		6		17		74
Total gross charge-offs	$	11	$	39	$	37	$	16	$	5	$	13	$	20	$	141

______

(1)Other consumer class includes overdraft gross charge-offs. The majority of overdraft gross charge-offs for the three months ended March 31, 2025 and 2024 are included in the current vintage year. Starting in 2025, other consumer loans include exit portfolios, which consists primarily of indirect auto loans, and presentation of prior periods has been conformed accordingly.

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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 March 31, 2025 and December 31, 2024. Loans on non-accrual status with no related allowance totaled $150 million and $119 million and were comprised of commercial and investor real estate loans at March 31, 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.


	March 31, 2025
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	47	$	21	$	22	$	90	$	48,461	$	418	$	48,879
Commercial real estate mortgage—owner-occupied	2		1		1		4		4,809		40		4,849
Commercial real estate construction—owner-occupied	—		—		—		—		315		1		316
Total commercial	49		22		23		94		53,585		459		54,044
Commercial investor real estate mortgage	10		10		—		20		6,049		327		6,376
Commercial investor real estate construction	—		—		—		—		2,457		—		2,457
Total investor real estate	10		10		—		20		8,506		327		8,833
Residential first mortgage	116		55		146		317		19,975		25		20,000
Home equity lines	15		8		13		36		3,104		26		3,130
Home equity loans	9		4		6		19		2,365		6		2,371
Consumer credit card	11		8		21		40		1,384		—		1,384

Other consumer(1)	46		22		23		91		5,971		—		5,971
Total consumer	197		97		209		503		32,799		57		32,856
	$	256	$	129	$	232	$	617	$	94,890	$	843	$	95,733


	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

_____

(1) Starting in 2025, other consumer loans include exit portfolios, which consists primarily of indirect auto loans, and presentation of prior periods has been conformed accordingly.

Table of Contents

At March 31, 2025 and December 31, 2024, the Company had collateral-dependent commercial loans of $291 million and $264 million, respectively. At March 31, 2025 and December 31, 2024, the Company had collateral-dependent investor real estate loans of $293 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 March 31, 2025 and December 31, 2024, the Company had collateral-dependent residential mortgage and home equity loans and lines totaling $119 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.

MODIFICATIONS TO BORROWERS EXPERIENCING FINANCIAL DIFFICULTY

The majority of Regions' commercial and investor real estate modifications to troubled borrowers are the result of renewals of classified loans wherein there has been an interest rate reduction and/or maturity extension (that is considered other than insignificant). Similarly, Regions works to meet the individual needs of troubled consumer borrowers through its CAP. Regions designed the program to allow for customer-tailored modifications with the goal of keeping customers in their homes and avoiding foreclosure where possible. Modifications may be offered to any borrower experiencing financial hardship regardless of the borrower's payment status. Consumer modifications to troubled borrowers primarily involve an interest rate reduction and/or a payment deferral or maturity extension that is considered other than insignificant. All CAP modifications that involve an interest rate reduction, principal forgiveness, other than insignificant payment deferral or term extension and/or a combination of these are disclosed as modifications to troubled borrowers because the customer documents a financial hardship in order to participate. 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 regarding the Company's modifications to troubled borrowers.

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 months ended March 31, 2025 and 2024.



	Three Months Ended March 31, 2025
	Term Extension					Interest Rate Reduction					Payment Deferral					Term Extension and Interest Rate Modification					Total
		$		%(1)			$		%(1)			$		%(1)			$		%(1)			$		%(1)
	(Dollars in millions)
Commercial and industrial		$	57	0.12	%		$	3	0.01	%		$	—	—	%		$	—	—	%		$	60	0.12	%
Commercial real estate mortgage—owner-occupied		2		0.03	%		—		—	%		—		—	%		—		—	%		2		0.03	%

Total commercial		59		0.11	%		3		0.01	%		—		—	%		—		—	%		62		0.12	%
Commercial investor real estate mortgage		24		0.37	%		—		—	%		—		—	%		—		—	%		24		0.37	%

Total investor real estate		24		0.27	%		—		—	%		—		—	%		—		—	%		24		0.27	%
Residential first mortgage		58		0.29	%		—		—	%		1		—	%		6		0.03	%		65		0.32	%
Home equity lines		—		0.02	%		—		—	%		—		—	%		2		0.06	%		2		0.08	%
Home equity loans		1		0.03	%		—		—	%		—		—	%		1		0.07	%		2		0.10	%



Total consumer		59		0.18	%		—		—	%		1		—	%		9		0.03	%		69		0.21	%
Total		$	142	0.15	%		$	3	—	%		$	1	—	%		$	9	0.01	%		$	155	0.16	%

Table of Contents



		Three Months Ended March 31, 2024
	Term Extension					Term Extension and Interest Rate Modification					Total
		$		%(1)			$		%(1)			$		%(1)
		(Dollars in millions)
Commercial and industrial		$	40	0.08	%		$	—	—	%		$	40	0.08	%
Commercial real estate mortgage—owner-occupied		1		0.01	%		—		—	%		1		0.01	%

Total commercial		41		0.07	%		—		—	%		41		0.07	%
Commercial investor real estate mortgage		100		1.56	%		—		—	%		100		1.56	%

Total investor real estate		100		1.14	%		—		—	%		100		1.14	%
Residential first mortgage		39		0.19	%		1		0.01	%		40		0.20	%
Home equity lines		—		—	%		1		0.02	%		1		0.03	%
Home equity loans		1		0.04	%		2		0.08	%		3		0.12	%



Total consumer		40		0.12	%		4		0.01	%		44		0.13	%
		$	181	0.19	%		$	4	—	%		$	185	0.19	%

____

(1) Amounts calculated based upon whole dollar values.

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

The following tables present the financial impact of modifications to troubled borrowers during the three months ended March 31, 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 March 31, 2025
	Interest Rate Reduction	Term Extension	Payment Deferral	Term Extension and Interest Rate Modification
	Weighted-Average Term Extension	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	less than 1%	0.42	—	—	—
Commercial real estate mortgage—owner-occupied	—	1.92	—	—	—

Commercial investor real estate mortgage	—	0.67	—	—	—

Residential first mortgage	—	7	0.67	2	less than 1%
Home equity lines	—	30	—	23	2	%
Home equity loans	—	13	—	21	2	%



	Three Months Ended March 31, 2024
	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	1	—	—
Commercial real estate mortgage—owner-occupied	0.67	—	—

Commercial investor real estate mortgage	0.58	—	—

Residential first mortgage	6	9	less than 1%
Home equity lines	—	19	2	%
Home equity loans	12	25	2	%

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 March 31, 2025 and March 31, 2024.



	March 31, 2025
	Current		30-89 DPD		90+ DPD		Non-Performing Loans		Total
	(In millions)
Commercial and industrial	$	72	$	3	$	—	$	18	$	93
Commercial real estate mortgage—owner-occupied	2		—		—		1		3
Commercial real estate construction—owner-occupied	—		—		—		—		—
Total commercial	74		3		—		19		96
Commercial investor real estate mortgage	64		—		—		54		118

Total investor real estate	64		—		—		54		118
Residential first mortgage	138		25		15		7		185
Home equity lines	10		—		—		1		11
Home equity loans	8		1		—		2		11



Total consumer	156		26		15		10		207
	$	294	$	29	$	15	$	83	$	421



	March 31, 2024
	Current		30-89 DPD		90+ DPD		Non-Performing Loans		Total
	(In millions)
Commercial and industrial	$	161	$	—	$	—	$	184	$	345
Commercial real estate mortgage—owner-occupied	1		—		—		1		2

Total commercial	162		—		—		185		347
Commercial investor real estate mortgage	192		—		—		108		300

Total investor real estate	192		—		—		108		300
Residential first mortgage	87		13		8		5		113
Home equity lines	4		—		—		—		4
Home equity loans	6		1		—		2		9



Total consumer	97		14		8		7		126
	$	451	$	14	$	8	$	300	$	773

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-month periods ended March 31, 2025 and March 31, 2024 that were restructured as modifications to troubled borrowers during the previous twelve months had period-end balances of $24 million and $79 million, respectively.

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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 March 31
	2025		2024
	(In millions)
Carrying value, beginning of period	$	1,007	$	906
Additions	6		5
Purchases (1)	4		125
Increase (decrease) in fair value(2):
Due to change in valuation inputs or assumptions	(10)		19
Economic amortization associated with borrower repayments (3)	(28)		(29)
Carrying value, end of period	$	979	$	1,026

_________

(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:


	March 31
	2025			2024
	(Dollars in millions)
Unpaid principal balance	$	67,771		$	69,708
Weighted-average CPR (%)	7.7		%	8.2		%
Estimated impact on fair value of a 10% increase	$	(36)		$	(46)
Estimated impact on fair value of a 20% increase	$	(70)		$	(89)
Option-adjusted spread (basis points)	533			486
Estimated impact on fair value of a 10% increase	$	(23)		$	(22)
Estimated impact on fair value of a 20% increase	$	(47)		$	(44)
Weighted-average coupon interest rate	3.8		%	3.7		%
Weighted-average remaining maturity (months)	294			302
Weighted-average servicing fee (basis points)	27.3			27.1

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 $44 million for the three months ended March 31, 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.

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.

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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. 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 the agency programs under the fair value measurement method:


	Three Months Ended March 31
	2025		2024
	(In millions)
Carrying value, beginning of period	$	97	$	81
Additions	2		6
Increase (decrease) in fair value(1):
Due to change in valuation inputs or assumptions	(1)		4
Economic amortization associated with borrower repayments (2)	(4)		(3)
Carrying value, end of period	$	94	$	88

_____

(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:


	March 31
	2025			2024
	(Dollars in millions)
Unpaid principal balance	$	7,544		$	6,174
Weighted-average CPR (%)	7.1		%	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	4.7		%	4.5		%
Weighted-average remaining maturity (months)	146			157
Weighted-average servicing fee (basis points)	25.7			29.2

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.

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 and $7 million for the three months ended March 31, 2025 and 2024, respectively.

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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 March 31
	2025		2024
	(In millions)
Carrying value, beginning of period	$	90	$	87
Additions	5		2
Economic amortization associated with borrower repayments (1)	(4)		(4)
Carrying value, end of period	$	91	$	85

________

(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 $111 million at March 31, 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 $5 million for the three months ended March 31, 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:


												March 31, 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	6/5/2020	6/15/2025	5.750	%	(3)	350		100,000	1,000	1/100th	3,500	346		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
						$	1,750				1,403,500	$	1,715	$	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)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to September 15, 2025, 5.750%, and (ii) for each period beginning on or after September 15, 2025, the five-year Treasury rate as of the most recent reset dividend determination date plus 5.426%.

(4)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to 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 D, Series E, and Series F preferred stock.

The Board declared a total of $25 million in cash dividends on preferred stock in both the three months ended March 31, 2025 and 2024.

In the event Series C, Series D, Series E, or Series F preferred shares are redeemed in full at their respective liquidation amounts, $10 million, $4 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.

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COMMON STOCK

The Company's results of the 2024 stress test from the Federal Reserve reflect that the Company exceeded all minimum capital levels. The Company's SCB will remain floored at 2.5 percent from the fourth quarter of 2024 through the third quarter of 2025.

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 March 31, 2025, Regions had repurchased approximately 44 million shares of common stock at a total cost of $856 million under this plan. All of these shares were immediately retired upon repurchase and therefore were not included in treasury stock.

Regions declared $0.25 per share in cash dividends for first quarter 2025 and $0.24 per common share for first quarter 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 months ended March 31, 2025 and 2024:



	Three Months Ended March 31, 2025
	Pre-tax AOCI Activity		Tax Effect (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	(153)		38		(115)
Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)	22		(7)		15
Change in AOCI from securities held to maturity activity in the period	(131)		31		(100)
Ending balance	$	(875)	$	219	$	(656)
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	153		(38)		115
Unrealized gains (losses) arising during the period	458		(113)		345
Reclassification adjustments for securities (gains) losses realized in net income (3)	25		(6)		19
Change in AOCI from securities available for sale activity in the period	636		(157)		479
Ending balance	$	(1,322)	$	333	$	(989)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	(662)	$	168	$	(494)
Unrealized gains (losses) on derivatives arising during the period	272		(69)		203
Reclassification adjustments for (gains) losses realized in net income (2)	67		(17)		50
Change in AOCI from derivative activity in the period	339		(86)		253
Ending balance	$	(323)	$	82	$	(241)
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)	6		(2)		4

Ending balance	$	(542)	$	136	$	(406)

Total other comprehensive income	850		(214)		636
Other	9		—		9
Total accumulated other comprehensive income (loss), end of period	$	(3,053)	$	770	$	(2,283)

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	Three Months Ended March 31, 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)
Reclassification adjustments for amortization on unrealized losses (2)	—		—		—
Ending balance	$	(9)	$	1	$	(8)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(2,759)	$	703	$	(2,056)
Unrealized gains (losses) arising during the period	(318)		81		(237)
Reclassification adjustments for securities (gains) losses realized in net income (3)	50		(13)		37
Change in AOCI from securities available for sale activity in the period	(268)		68		(200)
Ending balance	$	(3,027)	$	771	$	(2,256)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	(399)	$	102	$	(297)
Unrealized gains (losses) on derivatives arising during the period	(407)		104		(303)
Reclassification adjustments for (gains) losses realized in net income (2)	117		(30)		87
Change in AOCI from derivative activity in the period	(290)		74		(216)
Ending balance	$	(689)	$	176	$	(513)
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)	6		(2)		4

Ending balance	$	(600)	$	153	$	(447)

Total other comprehensive income (loss)	(552)		140		(412)
Total accumulated other comprehensive income (loss), end of period	$	(4,325)	$	1,101	$	(3,224)

___

(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 March 31
	2025		2024
	(In millions, except per share data)
Numerator:
Net income	$	490	$	368
Preferred stock dividends	(25)		(25)


Net income available to common shareholders	$	465	$	343
Denominator:
Weighted-average common shares outstanding—basic	$	906	$	921
Potential common shares	4		2
Weighted-average common shares outstanding—diluted	$	910	$	923






Earnings per common share:
Basic	$	0.51	$	0.37
Diluted	0.51		0.37

The effects from the assumed exercise of restricted stock units and performance stock units totaling 2 million and 5 million for the three months ended March 31, 2025 and 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.

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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 March 31
	Qualified Plans				Non-qualified Plans					Total
	2025		2024			2025		2024			2025		2024
	(In millions)
Service cost	$	5	$	6		$	—	$	—		$	5	$	6
Interest cost	20		20			1		1			21		21
Expected return on plan assets	(31)		(31)			—		—			(31)		(31)
Amortization of actuarial loss	5		5			1		1			6		6


Net periodic pension (benefit) cost	$	(1)	$	—		$	2	$	2		$	1	$	2

The service cost component of net periodic pension (benefit) 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 first three months of 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 three months ended March 31, 2025 or 2024.

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NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

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


	March 31, 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 fair value hedging relationships:
Interest rate swaps	$	6,271	$	3	$	98	$	5,484	$	26	$	95

Derivatives in cash flow hedging relationships:
Interest rate swaps	36,198		34		403		36,660		—		718
Interest rate options	2,000		6		4		2,000		4		6
Total derivatives in cash flow hedging relationships	38,198		40		407		38,660		4		724
Total derivatives designated as hedging instruments	$	44,469	$	43	$	505	$	44,144	$	30	$	819
Derivatives not designated as hedging instruments:
Interest rate swaps	$	94,948	$	1,295	$	1,282	$	94,803	$	1,608	$	1,598
Interest rate options	11,746		25		17		11,005		31		24
Interest rate futures and forward commitments	1,283		7		2		1,247		8		4
Other contracts	13,487		178		151		12,539		139		106
Total derivatives not designated as hedging instruments	$	121,464	$	1,505	$	1,452	$	119,594	$	1,786	$	1,732
Total derivatives	$	165,933	$	1,548	$	1,957	$	163,738	$	1,816	$	2,551

Total gross derivative instruments, before netting			$	1,548	$	1,957			$	1,816	$	2,551
Less: Netting adjustments (2)			1,346		1,261				1,703		1,615
Total gross derivative instruments, after netting			$	202	$	696			$	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 $65 million and $106 million for derivative assets at March 31, 2025 and December 31, 2024, respectively. Cash collateral totaled $117 million and $87 million for derivative liabilities at March 31, 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.

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.

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 March 31, 2025, Regions was hedging its exposure to the variability in future cash flows into 2034.

As of March 31, 2025, cash flow hedges were held at a pre-tax net loss of $323 million, which includes pre-tax net gains of $19 million related to terminated cash flow floors and swaps. Regions expects to reclassify into earnings approximately $168

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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 $20 million in pre-tax net gains related to the amortization of terminated cash flow floors and swaps.

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



	Three Months Ended March 31, 2025
	Interest Income				Interest Expense
	Debt securities		Loans, including fees		Long-term borrowings
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	266	$	1,342	$	(85)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	3	$	—	$	(14)
Recognized on derivatives	(46)		—		25
Recognized on hedged items	46		—		(25)
Income (expense) recognized on fair value hedges	$	3	$	—	$	(14)

Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income, pre-tax	$	—	$	(67)	$	—
Income (expense) recognized on cash flow hedges	$	—	$	(67)	$	—



	Three Months Ended March 31, 2024
	Interest Income				Interest Expense
	Debt securities		Loans, including fees		Long-term borrowings		Deposits
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	209	$	1,421	$	(44)	$	(495)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	3	$	—	$	(17)	$	—
Recognized on derivatives	6		—		(4)		(1)
Recognized on hedged items	(7)		—		4		1
Income (expense) recognized on fair value hedges	$	2	$	—	$	(17)	$	—

Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income, pre-tax	$	—	$	(117)	$	—	$	—
Income (expense) recognized on cash flow hedges	$	—	$	(117)	$	—	$	—

_____

(1)See Note 6 for gain or (loss) recognized for cash flow hedges in AOCI.

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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.


	March 31, 2025				December 31, 2024
	Hedged Items Currently Designated					Hedged Items Currently Designated
	Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment				Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment
	(In millions)				(In millions)
Debt securities available for sale(1)(2)	$	4,757	$	24			$	3,304	$	(22)
Long-term borrowings	(3,083)		66				(3,058)		91

_____

(1) At March 31, 2025 and December 31, 2024, the Company designated interest rate swaps as fair value hedges of debt securities available for sale under the portfolio layer method under which the Company designated $1.0 billion and $750 million, respectively, as the hedged amount from a closed portfolio of prepayable financial assets with a carrying amount of $2.7 billion and $1.8 billion, respectively.

(2) Carrying amount represents amortized cost.

DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

The Company holds a portfolio of interest rate swaps, option contracts, and futures and forward commitments that result from transactions with its commercial customers in which they manage their risks by entering into a derivative with Regions. The Company monitors and manages the net risk in this customer portfolio and enters into separate derivative contracts in order to reduce the overall exposure to pre-defined limits. For both derivatives with its end customers and derivatives Regions enters into to mitigate the risk in this portfolio, the Company is subject to market risk and the risk that the counterparty will default. The contracts in this portfolio are not designated as accounting hedges and are marked-to market through earnings (in capital markets income) and included in other assets and other liabilities, as appropriate.

Regions enters into interest rate lock commitments, which are commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. At March 31, 2025 and December 31, 2024, Regions had $194 million and $117 million, respectively, in total notional amount of interest rate lock commitments. Regions manages market risk on interest rate lock commitments and mortgage loans held for sale with corresponding forward sale commitments. Residential mortgage loans held for sale are recorded at fair value with changes in fair value recorded in mortgage income. Commercial mortgage loans held for sale are recorded at either the lower of cost or market or at fair value based on management's election. At March 31, 2025 and December 31, 2024, Regions had $368 million and $308 million, respectively, in total notional amounts related to these forward sale commitments. Changes in mark-to-market from both interest rate lock commitments and corresponding forward sale commitments related to residential mortgage loans are included in mortgage income. Changes in mark-to-market from both interest rate lock commitments and corresponding forward sale commitments related to commercial mortgage loans are included in capital markets income.

Regions elected to account for residential MSRs at fair value with any changes to fair value recorded in mortgage income. Concurrent with the election to use the fair value measurement method, Regions uses various derivative instruments in the form of forward rate commitments, futures contracts, swaps and swaptions to mitigate the effect of changes in the fair value of its residential MSRs in its consolidated statements of income. As of March 31, 2025 and December 31, 2024, the total notional amount related to these contracts was $3.9 billion and $3.4 billion, respectively. The Company also elected to account for non-DUS agency commercial MSRs at fair value with any changes to fair value recorded in capital markets income, and uses derivative instruments, primarily swaps, to mitigate the effect of changes in the fair value of its non-DUS agency commercial MSRs in its consolidated statements of income. As of March 31, 2025 and December 31, 2024, the total notional amount related to these contracts was immaterial.

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The following table presents the location and amount of gain or (loss) recognized in income on derivatives not designated as hedging instruments in the consolidated statements of income for the periods presented below:


	Three Months Ended March 31
Derivatives Not Designated as Hedging Instruments			2025		2024
		(In millions)
Capital markets income:
Interest rate swaps			$	6	$	9
Interest rate options			8		9
Interest rate futures and forward commitments			3		8
Other contracts			(2)		6
Total capital markets income			15		32
Mortgage income:
Interest rate swaps			16		(15)
Interest rate options			1		1
Interest rate futures and forward commitments			(1)		10
Total mortgage income			16		(4)
			$	31	$	28

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 2025 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 March 31, 2025 was approximately $418 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 March 31, 2025 and December 31, 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 on March 31, 2025 and December 31, 2024, were $57 million and $47 million, respectively, for which Regions had posted collateral of $50 million and $34 million, respectively, in the normal course of business.

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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. Marketable equity securities and 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:


	March 31, 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	$	2,061	$	—	$	—	$	2,061	$	2,003	$	—	$	—	$	2,003
Federal agency securities	—		485		—		485		—		444		—		444
Obligations of states and political subdivisions	—		2		—		2		—		2		—		2
Mortgage-backed securities:
Residential agency	—		18,583		—		18,583		—		18,945		—		18,945

Commercial agency	—		4,095		—		4,095		—		4,090		—		4,090
Commercial non-agency	—		83		—		83		—		82		—		82
Corporate and other debt securities	—		630		3		633		—		655		3		658
Total debt securities available for sale	$	2,061	$	23,878	$	3	$	25,942	$	2,003	$	24,218	$	3	$	26,224
Loans held for sale	$	—	$	227	$	—	$	227	$	—	$	234	$	—	$	234
Marketable equity securities in other earning assets	$	653	$	—	$	—	$	653	$	819	$	—	$	—	$	819
Residential mortgage servicing rights	$	—	$	—	$	979	$	979	$	—	$	—	$	1,007	$	1,007
Commercial mortgage servicing rights through non-DUS agency programs	$	—	$	—	$	94	$	94	$	—	$	—	$	97	$	97
Derivative assets (2):
Interest rate swaps	$	—	$	1,332	$	—	$	1,332	$	—	$	1,634	$	—	$	1,634
Interest rate options	—		25		6		31		—		30		5		35
Interest rate futures and forward commitments	—		7		—		7		—		8		—		8
Other contracts	20		158		—		178		13		126		—		139
Total derivative assets	$	20	$	1,522	$	6	$	1,548	$	13	$	1,798	$	5	$	1,816

Derivative liabilities (2):
Interest rate swaps	$	—	$	1,783	$	—	$	1,783	$	—	$	2,411	$	—	$	2,411
Interest rate options	—		21		—		21		—		30		—		30
Interest rate futures and forward commitments	—		2		—		2		—		4		—		4
Other contracts	1		150		—		151		3		103				106
Total derivative liabilities	$	1	$	1,956	$	—	$	1,957	$	3	$	2,548	$	—	$	2,551
Securities sold, but not yet purchased	$	170	$	—	$	—	$	170	$	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 a reconciliation of beginning and ending balances of these MSRs for three months ended March 31, 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 .

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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 March 31, 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 March 31, 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.

March 31, 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 mortgage servicing rights (1)

$979

Discounted cash flow

Weighted-average CPR (%)

4.6% - 17.2% (7.7%)

OAS (%)

5.1% - 8.5% (5.3%)

Commercial mortgage servicing rights through non-DUS agency programs (1)

$94

Discounted cash flow

Weighted-average CPR (%)

5.3% - 7.4% (7.1%%)

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 mortgage servicing rights (1)

$1,007

Discounted cash flow

Weighted-average CPR (%)

4.6% - 23.1% (8.0%)

OAS (%)

4.8% -7.7% (5.1%)

Commercial mortgage servicing rights 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 March 31, 2025, the aggregate fair value of these loans totaled $224 million compared to aggregate unpaid principal of $219 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 months ended March 31, 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 loans held for sale, foreclosed property and other real estate are typically a result of the application of lower of cost or fair value

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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 March 31, 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 March 31, 2025 and December 31, 2024.


	March 31, 2025
	Carrying Amount		Estimated Fair Value(1)		Level 1		Level 2		Level 3
	(In millions)
Financial assets:
Cash and cash equivalents	$	14,316	$	14,316	$	14,316	$	—	$	—
Debt securities held to maturity	5,195		5,063		—		5,063		—

Loans held for sale	118		118		—		90		28
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)	92,497		89,505		—		—		89,505
Other earning assets	759		759		—		759		—


Financial liabilities:

Deposits with no stated maturity(4)	115,479		115,479		—		115,479		—
Time deposits(4)	15,492		15,473		—		15,473		—

Long-term borrowings	6,019		6,094		—		6,093		1
Loan commitments and letters of credit	151		151		—		—		151

_________

(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 March 31, 2025 was $3.0 billion or 3.2 percent.

(3)Excluded from this table is the sales-type, direct financing, and leveraged lease carrying amount of $1.6 billion at March 31, 2025.

(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.

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

Loans held for sale	360		360		—		360		—
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)	93,424		89,907		—		—		89,907
Other earning assets	797		797		—		797		—

Financial liabilities:

Deposits with no stated maturity(4)	111,883		111,883		—		111,883		—
Time deposits(4)	15,720		15,694		—		15,694		—
Short-term borrowings	500		500		—		500		—
Long-term borrowings	5,993		6,059		—		6,058		1
Loan commitments and letters of credit	149		149		—		—		149

_________

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

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.

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



	Three Months Ended March 31, 2025
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	441	$	710	$	43	$	—	$	1,194
Provision for credit losses	86		67		2		(31)		124
Non-interest income (loss):
Service charges on deposit accounts	64		96		1		—		161
Card and ATM fees	11		106		—		—		117
Investment management and trust fee income	—		—		86		—		86
Capital markets income	79		—		1		—		80
Mortgage income	—		40		—		—		40
Investment services fee income	—		—		43		—		43
Commercial credit fee income	27		—		—		—		27
Bank-owned life insurance	—		—		—		23		23
Securities gains (losses), net	—		—		—		(25)		(25)
Market value adjustments on employee benefit assets	—		—		—		(3)		(3)
Other miscellaneous income	42		19		1		(21)		41
Total non-interest income (loss)	223		261		132		(26)		590
Non-interest expense:
Salaries and employee benefits	145		179		70		231		625
Equipment and software expense	4		24		1		70		99
Net occupancy expense	7		53		3		7		70
Other expenses (1)	154		340		45		(294)		245
Total non-interest expense	310		596		119		14		1,039
Income (loss) before income taxes	268		308		54		(9)		621
Income tax expense (benefit)	67		77		13		(26)		131
Net income	$	201	$	231	$	41	$	17	$	490
Average assets	$	69,289	$	37,667	$	2,133	$	47,787	$	156,876

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	Three Months Ended March 31, 2024
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated

	(In millions)
Net interest income	$	452	$	692	$	40	$	—	$	1,184
Provision for (benefit from) credit losses	91		68		2		(9)		$	152
Non-interest income (loss):
Service charges on deposit accounts	55		92		1		—		148
Card and ATM fees	11		105		—		—		116
Investment management and trust fee income	—		—		81		—		81
Capital markets income	91		—		—		—		91
Mortgage income	—		41		—		—		41
Investment services fee income	—		—		38		—		38
Commercial credit fee income	27		—		—		—		27
Bank-owned life insurance	—		—		—		23		23
Securities gains (losses), net	—		—		—		(50)		(50)
Market value adjustments on employee benefit assets	—		—		—		15		15
Other miscellaneous income	35		19		—		(21)		33
Total non-interest income (loss)	219		257		120		(33)		563
Non-interest expense:
Salaries and employee benefits	150		184		66		258		658
Equipment and software expense	4		26		1		70		101
Net occupancy expense	7		56		3		8		74
Other expenses (1)	163		361		42		(268)		298
Total non-interest expense	324		627		112		68		1,131
Income (loss) before income taxes	256		254		46		(92)		464
Income tax expense (benefit)	64		64		11		(43)		96
Net income (loss)	$	192	$	190	$	35	$	(49)	$	368
Average assets	$	68,941	$	38,035	$	2,035	$	42,433	$	151,444

___

(1) Other miscellaneous 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:


	March 31, 2025		December 31, 2024
	(In millions)
Unused commitments to extend credit	$	64,347	$	63,232
Standby letters of credit	2,140		2,096
Commercial letters of credit	68		58
Liabilities associated with standby letters of credit	34		33
Assets associated with standby letters of credit	36		35
Reserve for unfunded credit commitments	117		116

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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 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 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.

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 March 31, 2025 and December 31, 2024, the Company's DUS servicing portfolio totaled approximately $7.2 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 March 31, 2025 and December 31, 2024, these serviced loans totaled approximately $760 million and $665 million, respectively. Regions' maximum quantifiable contingent liability related to all loans subject to a loss share guarantee was approximately $2.5 billion and $2.4 billion at March 31, 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 March 31, 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.

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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	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	The adoption of this guidance is not likely to have a material impact. Regions will continue to evaluate through date of adoption.

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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 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 months ended March 31, 2025 compared to the three months ended March 31, 2024 for the consolidated statements of income. For the consolidated balance sheets, the emphasis of this discussion will be on the balances as of March 31, 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 March 31, 2025, Regions operated 1,249 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.

FIRST QUARTER OVERVIEW

Economic Environment in Regions' Banking Markets

Regions' March baseline forecast, utilized in calculating the ACL as of March 31, 2025, anticipated real GDP growth of 1.8 percent in 2025 and 1.7 percent in 2026. Coming into 2025, Regions' expectation was that above-trend pace of growth seen in 2023 and 2024 would not be sustained and that real GDP growth would settle back toward the pre-pandemic trend rate.

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Though inflation was expected to remain above the FOMC’s 2.0 percent target rate through 2025, it was nonetheless expected to decelerate further which, in conjunction with a modestly higher unemployment rate, was seen as giving the FOMC the latitude to resume cutting the Fed funds rate. It was, however, noted that there was considerable uncertainty over the timing and magnitude of further cuts in the funds rate.

Though the trend rate of growth in nonfarm employment had for some time been slowing, that had been a function of a diminished rate of hiring, as the rate at which firms were laying workers off remained below pre-pandemic norms. While the pace of job growth was expected to decelerate further, significantly slower labor supply growth stemming from changes in immigration policy was expected to blunt upward pressure on the unemployment rate, which was expected to average 4.3 percent in the fourth quarter of 2025. Even with a slowing trend rate of job growth, aggregate labor earnings were expected to continue growing at a rate easily above inflation, thus acting as a support for consumer spending.

Management noted that considerable uncertainty around the scope and timing of changes to fiscal, regulatory, trade, and immigration policy would likely act as a source of volatility in the Company’s baseline forecasts, particularly around the paths of real GDP growth, inflation, and the unemployment rate. The March baseline forecast incorporated this uncertainty.

The economic environment, as described above, impacted Regions' forecast utilized in calculating the ACL as of March 31, 2025. See the "Allowance" section for further information.

Changes in trade policy announced subsequent to the end of the first quarter of 2025 have further increased the uncertainty around Regions’ economic forecasts. The pace of implementation, the duration, and the reactions of foreign nations to the changes in trade policy are unclear. Patterns of economic activity within the Regions footprint are expected to be broadly similar to those seen for the U.S. as a whole. While the footprint will not be immune to any disruptions in economic activity stemming from volatility around trade policy, it is expected that over time population, employment, and income growth within the footprint will continue to grow at a slightly above-average rate.

First Quarter Results

Regions reported net income available to common shareholders of $465 million or $0.51 per diluted share in the first quarter of 2025 compared to net income available to common shareholders of $343 million or $0.37 per diluted share in the first quarter of 2024.

Net interest income (taxable-equivalent basis) totaled $1.2 billion in the first quarter of 2025, which increased $9 million compared to the first quarter of 2024. The net interest margin (taxable-equivalent basis) was 3.52 percent in the first quarter of 2025, reflecting a 3 basis point decrease from the same period in 2024. The slight increase in net interest income was driven by the replacement of fixed rate loans and securities in a high interest rate environment including securities repositioning activities, coupled with hedging benefits and the ability to manage funding costs lower as short-term interest rates declined. The decline in net interest margin was primarily driven by a shift in earning asset mix to hold higher levels of cash with the Federal Reserve. Refer to the related discussion below Table 16 "Consolidated Average Daily Balances and Yield/Rate Analysis" for further detail.

The provision for credit losses totaled $124 million in the first quarter of 2025 compared to $152 million in the first quarter of 2024. Net charge-offs totaled $123 million, or 0.52 percent of average loans, in the first quarter of 2025, compared to $121 million, or 0.50 percent in the first quarter of 2024. This slight increase reflected charge-offs in previously identified portfolios of interest. The allowance as a percent of total loans, net, increased to 1.81 percent at March 31, 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 $590 million in the first quarter of 2025 compared to $563 million in the first quarter of 2024. The increase was primarily driven by an increase in service charge income and lower securities losses. These increases were partially offset by a decline in capital markets income and unfavorable market valuation adjustments on employee benefit assets, which are offset in non-interest expense. See Table 21 "Non-Interest Income" for further details.

Non-interest expense was $1.0 billion in the first quarter of 2025 which decreased $92 million compared to the first quarter of 2024. The decrease was primarily driven by a decline in salaries and benefits, operational losses, and FDIC insurance expense. See Table 22 "Non-Interest Expense" for further details.

Regions' effective tax rate was 21.1 percent in the first quarter of 2025 compared to 20.7 percent in the first 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 March 31, 2025, Regions’ CET1 ratio was estimated to be 10.8 percent. For additional information on Regions' regulatory capital requirements see the "Regulatory Requirements" section.

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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 $3.6 billion from year-end 2024 to March 31, 2025 resulting from an increase in cash balances on deposit with the Federal Reserve Bank driven primarily by an increase in deposits and a decline in loans, partially offset by a decline in short-term borrowings. See the "Deposits", "Liquidity", and "Loans" sections for more information.

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


	March 31, 2025		December 31, 2024
	(In millions)
U.S. Treasury securities	$	2,061	$	2,003
Federal agency securities	485		444
Obligations of states and political subdivisions	2		2
Mortgage-backed securities:
Residential agency	23,273		22,865

Commercial agency	4,600		4,597
Commercial non-agency	83		82
Corporate and other debt securities	633		658
	$	31,137	$	30,651

Debt securities, which comprise approximately 19 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 17 percent of the debt securities portfolio at March 31, 2025. The Company reclassified debt securities with an amortized cost, excluding items recognized in OCI, of $1.0 billion in the first quarter of 2025, 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 83 percent of the debt securities portfolio at March 31, 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 $486 million from December 31, 2024 to March 31, 2025 due to higher unrealized holding gains as a result of lower rates during the first quarter of 2025. Of note, the Company executed a debt securities repositioning in the first quarter of 2025 involving the sale of shorter-duration commercial and residential agency MBS and replacement with residential agency MBS with favorable prepayment profiles. 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 Company sold approximately $478 million of debt securities available for sale and realized approximately $25 million in pre-tax losses.

The average life of the debt securities portfolio at March 31, 2025 was estimated to be 6.0 years, with a duration of approximately 4.2 years, inclusive of fair value hedges (see Table 18). 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.

Subsequent to March 31, 2025, the Company reclassified debt securities with an amortized cost, excluding items recognized in OCI, of $1.0 billion from available for sale to held to maturity. Additionally, the debt securities portfolio was

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increased by approximately $1.0 billion through the purchase of residential agency MBS given favorable market and bank funding dynamics.

LOANS HELD FOR SALE

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

Table 2—Loans Held for Sale


	March 31, 2025		December 31, 2024
	(In millions)
Commercial	$	93	$	372
Residential first mortgage	224		222
Consumer and other performing	2		—
Non-performing	26		—
	$	345	$	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.

LOANS

GENERAL

Loans, net of unearned income, represented 69 percent of interest-earning assets as of March 31, 2025. The following table presents the distribution of Regions' loan portfolio by segment and class, net of unearned income:

Table 3—Loan Portfolio


	March 31, 2025		December 31, 2024
	(In millions, net of unearned income)
Commercial and industrial	$	48,879	$	49,671
Commercial real estate mortgage—owner-occupied	4,849		4,841
Commercial real estate construction—owner-occupied	316		333
Total commercial	54,044		54,845
Commercial investor real estate mortgage	6,376		6,567
Commercial investor real estate construction	2,457		2,143
Total investor real estate	8,833		8,710
Residential first mortgage	20,000		20,094
Home equity lines	3,130		3,150
Home equity loans	2,371		2,390
Consumer credit card	1,384		1,445

Other consumer(1)	5,971		6,093
Total consumer	32,856		33,172
	$	95,733	$	96,727

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(1) Starting in 2025, other consumer loans include exit portfolios, which consists primarily of indirect auto loans, and presentation of prior periods has been conformed accordingly.

PORTFOLIO CHARACTERISTICS

Loans, net of unearned income, decreased $994 million from year-end 2024, primarily due to decreases in the commercial and industrial portfolio class. 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.

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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 $792 million since year-end 2024, due to credit utilization rates remaining below historic levels and customers carrying more liquidity. Throughout the first quarter, 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 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 $123 million in comparison to year-end 2024 balances.

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.

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

Table 4—Commercial and Investor Real Estate Industry Exposure


	March 31, 2025
	Loans		Unfunded Commitments		Total Exposure		Percent of Balance
	(In millions)
Commercial:
Administrative, support, waste and repair	$	1,167	$	769	$	1,936	1.9	%
Agriculture	205		132		337		0.3	%
Educational services	3,141		842		3,983		3.9	%
Energy	1,410		3,676		5,086		5.0	%
Financial services	7,677		9,938		17,615		17.3	%
Government and public sector	3,064		384		3,448		3.4	%
Healthcare	3,359		2,483		5,842		5.7	%
Information	2,268		1,062		3,330		3.3	%
Manufacturing	5,043		5,030		10,073		9.9	%
Professional, scientific and technical services	1,988		1,681		3,669		3.6	%
Real estate (1)	9,272		8,808		18,080		17.7	%
Religious, leisure, personal and non-profit services	1,624		894		2,518		2.5	%
Restaurant, accommodation and lodging	1,241		238		1,479		1.5	%
Retail trade	2,590		1,837		4,427		4.3	%
Transportation and warehousing	3,674		1,537		5,211		5.1	%
Utilities	2,144		3,382		5,526		5.4	%
Wholesale goods	4,522		3,118		7,640		7.5	%
Other (2)	(345)		2,051		1,706		1.7	%
Total commercial	$	54,044	$	47,862	$	101,906	100.0	%
Investor real estate:
Hotel	$	164	$	15	$	179	1.5	%
Industrial	831		138		969		7.9	%
Land	113		21		134		1.1	%
Multi-family	3,979		1,395		5,374		44.0	%
Office	1,242		33		1,275		10.4	%
Retail	267		2		269		2.2	%
Single-family/condo	744		446		1,190		9.8	%
Data center	85		49		134		1.1	%
Self storage	29		15		44		0.4	%
Other (2)	1,379		1,258		2,637		21.6	%
Total investor real estate	$	8,833	$	3,372	$	12,205	100.0	%

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	December 31, 2024 (3)
	Loans		Unfunded Commitments		Total Exposure		Percent of Balance
	(In millions)
Commercial:
Administrative, support, waste and repair	$	1,306	$	751	$	2,057	2.0	%
Agriculture	211		142		353		0.3	%
Educational services	3,229		875		4,104		4.0	%
Energy	1,322		3,484		4,806		4.7	%
Financial services	8,463		9,308		17,771		17.4	%
Government and public sector	3,121		437		3,558		3.5	%
Healthcare	3,338		2,480		5,818		5.7	%
Information	2,186		1,115		3,301		3.2	%
Manufacturing	5,037		5,138		10,175		9.9	%
Professional, scientific and technical services	1,970		1,736		3,706		3.6	%
Real estate (1)	8,857		9,110		17,967		17.6	%
Religious, leisure, personal and non-profit services	1,579		852		2,431		2.4	%
Restaurant, accommodation and lodging	1,285		216		1,501		1.5	%
Retail trade	2,604		1,908		4,512		4.4	%
Transportation and warehousing	3,655		1,645		5,300		5.2	%
Utilities	2,329		3,223		5,552		5.4	%
Wholesale goods	4,232		3,371		7,603		7.4	%
Other (2)	121		1,677		1,798		1.8	%
Total commercial	$	54,845	$	47,468	$	102,313	100.0	%
Investor real estate:
Hotel	$	188	$	18	$	206	1.8	%
Industrial	808		160		968		8.5	%
Land	74		49		123		1.1	%
Multi-family	3,834		1,417		5,251		46.2	%
Office	1,325		34		1,359		12.0	%
Retail	314		2		316		2.8	%
Single-family/condo	668		467		1,135		10.0	%
Data center	215		32		247		2.2	%
Self storage	16		1		17		0.1	%
Other (2)	1,268		482		1,750		15.3	%
Total investor real estate	$	8,710	$	2,662	$	11,372	100.0	%

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(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.

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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


	March 31, 2025
	Loan Balance		Percent of Total (1)
	(In millions)
Residential homebuilders	$	1,337	8.5	%
Apartments	4,512		28.5	%
Industrial	2,363		14.9	%
Data center	164		1.0	%
Diversified	1,718		10.9	%
Business offices	1,387		8.8	%
Residential land	65		0.4	%
Retail	1,413		8.9	%
Healthcare	1,237		7.8	%
Hotel	781		4.9	%
Commercial land	48		0.3	%
Self Storage	320		2.0	%
Other	490		3.1	%
Total (2)	$	15,835	100	%


	December 31, 2024
	Loan Balance		Percent of Total (1)
	(In millions)
Residential homebuilders	$	1,081	7.1	%
Apartments	4,371		28.6	%
Industrial	2,287		15.0	%
Data center	332		2.2	%
Diversified	1,740		11.4	%
Business offices	1,473		9.6	%
Residential land	55		0.4	%
Retail	1,458		9.5	%
Healthcare	1,129		7.4	%
Hotel	785		5.1	%
Commercial land	19		0.1	%
Self Storage	296		1.9	%
Other	260		1.7	%
Total (2)	$	15,286	100	%

_______

(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 March 31, 2025 within Table 4 above. The senior housing portfolio, included within healthcare, was no longer considered a portfolio of interest during the first quarter of 2025 as senior housing fundamentals continue to improve. Demographic, economic, and sector trends have improved after an extended post-pandemic period, resulting in the remaining risk in the portfolio concentrated with a few specific borrowers as opposed to industry-wide risk. 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 rising vacancies and reductions in net effective rents. The office portfolio totaled $1.4 billion and represented 1.5 percent of total loans at March 31, 2025. The office portfolio included non-performing loans of $184 million and had associated charge-offs of $20 million in the three months ended March 31, 2025. Approximately 88 percent of the office portfolio was secured, with approximately 60 percent of secured balances located in the South region of the U.S, of which 90 percent were Class A properties. Approximately 50 percent of the office portfolio will mature in the next 12 months. Additionally, the IRE office portfolio had a weighted-average LTV of approximately 70 percent at March 31, 2025, based upon appraisal at origination or most recent received, and a stressed weighted-average LTV of approximately 85 percent as of April 4, 2025, based upon GreenStreet's Commercial Property Price Index. No new loan originations are being contemplated in this portfolio.

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The trucking portfolio, included within transportation and warehousing, 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. Uncertainty with respect to tariffs and the resulting impact on consumer spending and business investment make the path forward difficult to predict. The trucking portfolio totaled $1.4 billion and represented 1.5 percent of total loans at March 31, 2025. The trucking portfolio included non-performing loans of $109 million and had associated charge-offs of $27 million in the three months ended March 31, 2025.

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 $94 million in comparison to year-end 2024 balances due to lower seasonal 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. Home equity lines decreased $20 million in comparison to year-end 2024 balances. Substantially all of this portfolio was originated through Regions' branch network.

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 March 31, 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	$	54	1.72	%	$	57	1.83	%	$	111
2026	99		3.18	%	101		3.22	%	200
2027	241		7.71	%	207		6.61	%	448
2028	237		7.58	%	154		4.90	%	391
2029	104		3.31	%	74		2.36	%	178
2030-2034	584		18.66	%	1,022		32.64	%	1,606
2035-2039	34		1.09	%	63		2.00	%	97
Thereafter	8		0.26	%	6		0.20	%	14
Revolving Loans Converted to Amortizing	52		1.65	%	33		1.08	%	85
Total	$	1,413	45.16	%	$	1,717	54.84	%	$	3,130

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.

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Table 7—Estimated Current Loan to Value Ranges


	March 31, 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%	$	67	$	—	$	—	$	1	$	—
Above 80% - 100%	1,856		2		4		11		12
80% and below	17,759		1,398		1,702		1,845		500
Data not available	318		13		11		2		—
	$	20,000	$	1,413	$	1,717	$	1,859	$	512


	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 $122 million from year-end 2024 driven by a decline in consumer home improvement lending due to seasonality.

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 March 31, 2025 and December 31, 2024.

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.

Baseline economic forecast

In deriving any forecast, Regions benchmarks its internal forecast with external forecasts and external data available. Regions' March 2025 baseline forecast declined slightly compared to the December 2024 forecast resulting in an increase to the allowance. As job and wage growth are slowing, spending growth is becoming realigned with income growth. The baseline forecast anticipates further deceleration in the trend of job rate growth, but a slowdown in labor supply growth is expected to blunt upward pressure on the unemployment rate. Changes to trade and immigration policy have the potential to add to inflation pressure and core inflation is expected to remain above the FOMC's 2.0 percent target rate through 2026. The risks to

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the baseline forecast are considered to be weighted to the downside. Current economic uncertainty, including any effects of the recently announced tariffs combined with the pause on those tariffs, as well as shifting immigration reform policy, likely will influence future levels of the allowance. Refer to the Economic Environment in Regions' Banking Markets within the "First Quarter Overview" section for more information.

Table 8 below reflects a range of macroeconomic factors utilized in the baseline economic forecast over the two-year R&S forecast period as of March 31, 2025. The unemployment rate is the most significant macroeconomic factor among the allowance models and as of the March 2025 baseline forecast was expected to remain relatively consistent over the forecast period. The unemployment rate expectations for the R&S forecast period that will be determined in the second quarter of 2025 are uncertain and may vary, perhaps materially, from those currently shown in Table 8 .

Table 8— Macroeconomic Factors in the Forecast


	Pre-R&S Period		Baseline R&S Forecast
			March 31, 2025
	1Q2025		2Q2025		3Q2025		4Q2025		1Q2026		2Q2026		3Q2026		4Q2026		1Q2027
Unemployment rate	4.1	%	4.2	%	4.2	%	4.3	%	4.3	%	4.3	%	4.2	%	4.2	%	4.1	%
Real GDP, annualized % change	1.4	%	1.1	%	0.9	%	1.4	%	1.7	%	2.1	%	2.3	%	2.1	%	2.0	%

HPI, year-over-year % change	3.1	%	2.8	%	2.3	%	1.6	%	1.1	%	1.2	%	1.4	%	1.7	%	2.0	%
CPI, year-over-year % change	2.8	%	3.0	%	3.6	%	3.6	%	3.2	%	2.9	%	2.5	%	2.3	%	2.3	%

Portfolio, credit metrics, and specific reserves

The loan portfolio composition is evaluated each quarter and changes to the composition can influence modeled allowance results. In the first quarter of 2025, the loan portfolio balance declined as did the average remaining life of the portfolio, resulting in a reduction in the allowance.

Credit metrics are monitored throughout each quarter and are a key consideration in the allowance process. In the first quarter of 2025, overall asset quality deteriorated slightly. Commercial and investor real estate criticized balances increased approximately $202 million compared to the fourth quarter of 2024. The slight decline in credit quality resulted in an increase to the allowance.

Non-performing loans, excluding held for sale, decreased approximately $85 million compared to the fourth quarter of 2024. The decrease in non-performing loans was primarily due to charge-offs in previously identified portfolios of interest. The decrease in non-performing loans therefore resulted in a decline in specific reserves in the first quarter. See Table 11 for more details regarding non-performing assets.

The combined results from portfolio changes, credit metrics, and specific reserves was a net decrease to the allowance.

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 first quarter of 2025, the general imprecision component increased due to increased uncertainty of economic policy changes, including impacts from potential new tariffs as discussed above.

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 first quarter of 2025 were reduced from the fourth quarter of 2024 levels due to reduced risk in certain portfolios of interest and more of the remaining risk being captured in the loss forecasting models and specific reserve estimates, as well as additional portfolio stability resulting in less uncertainty in some portfolios.

The combined results from general imprecision and specific qualitative adjustments was a net increase to the allowance.

Overall allowance

Based upon the factors discussed above, the March 31, 2025 allowance remained stable compared to the fourth quarter of 2024 due to declines in specific reserves and a reduction in overall loan balances, offset by model increases associated with current economic uncertainty as well as incremental qualitative overlays.

As discussed in the Economic Environment in Regions' Banking Markets within the "First Quarter Overview" section, the economic environment has become more uncertain since March 31, 2025 which may impact the macroeconomic factors utilized in the baseline economic forecast for the second quarter of 2025 allowance estimation process. Also as discussed in the "Critical Accounting Estimates and Related Policies" section in the Annual Report on Form 10-K for the year ended December 31, 2024, it is difficult to estimate how potential changes in any one economic factor might affect the overall allowance because a wide

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variety of factors and inputs are considered in the allowance estimate. Changes in the factors and inputs may not occur at the same rate and may not be consistent across all product types. Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others. However, to consider the impact of a hypothetical alternate economic forecast, Regions estimated the allowance using a scenario that was one standard deviation unfavorable to the expected scenario for each macroeconomic variable. This unfavorable scenario resulted in an allowance approximately 15 percent higher than the allowance using the baseline scenario.

Details regarding the allowance and net charge-offs, including an analysis of activity from previous year's totals, are included below:

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Table 9—Allowance for Credit Losses


	Three Months Ended March 31
	2025			2024
	(Dollars in millions)
Allowance for loan losses at January 1	$	1,613		$	1,576



Loans charged-off:
Commercial and industrial	57			62
Commercial real estate mortgage—owner-occupied	2			—

Commercial investor real estate mortgage	22			5

Residential first mortgage	—			1
Home equity lines	—			1

Consumer credit card	17			16

Other consumer	47			56
	145			141
Recoveries of loans previously charged-off:
Commercial and industrial	11			8

Commercial real estate construction—owner-occupied	1			—
Commercial investor real estate mortgage	—			1

Residential first mortgage	—			1
Home equity lines	—			2

Consumer credit card	3			2

Other consumer	7			6
	22			20


Net charge-offs (recoveries):
Commercial and industrial	46			54
Commercial real estate mortgage—owner-occupied	2			—
Commercial real estate construction—owner-occupied	(1)			—
Commercial investor real estate mortgage	22			4


Home equity lines	—			(1)

Consumer credit card	14			14

Other consumer	40			50
	123			121
Provision for loan losses	123			162

Allowance for loan losses at March 31	1,613			1,617

Reserve for unfunded credit commitments at January 1	116			124


Provision for (benefit from) unfunded credit losses	1			(10)
Reserve for unfunded credit commitments at March 31	117			114
Allowance for credit losses at March 31	$	1,730		$	1,731
Loans, net of unearned income, outstanding at end of period	$	95,733		$	96,862
Average loans, net of unearned income, outstanding for the period	$	96,122		$	97,420


Net loan charge-offs (recoveries) as a % of average loans, annualized (1):
Commercial and industrial	0.38		%	0.43		%
Commercial real estate mortgage—owner-occupied	0.14		%	0.02		%
Commercial real estate construction—owner-occupied	(0.84)		%	(0.01)		%
Total commercial	0.35		%	0.40		%
Commercial investor real estate mortgage	1.38		%	0.21		%

Total investor real estate	1.02		%	0.15		%
Residential first mortgage	—		%	(0.01)		%
Home equity lines	(0.04)		%	(0.10)		%
Home equity loans	(0.01)		%	(0.02)		%
Consumer credit card	4.18		%	4.39		%

Other consumer	2.68		%	3.20		%
Total consumer	0.66		%	0.76		%
Total	0.52		%	0.50		%
Ratios (1):
Allowance for credit losses at end of period to loans, net of unearned income	1.81		%	1.79		%


Allowance for credit losses at end of period to non-performing loans, excluding loans held for sale	205		%	191		%

_______

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

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Net charge-offs increased $2 million year-over-year. As noted, 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 in 2025 and beyond.

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

Table 10—Allowance Allocation


	March 31, 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	$	48,879	$	719	1.47	%		$	49,671	$	717	1.44	%
Commercial real estate mortgage—owner-occupied	4,849		107		2.21	%		4,841		108		2.22	%
Commercial real estate construction—owner-occupied	316		10		3.04	%		333		9		2.75	%
Total commercial	54,044		836		1.55	%		54,845		834		1.52	%
Commercial investor real estate mortgage	6,376		211		3.31	%		6,567		216		3.29	%
Commercial investor real estate construction	2,457		33		1.36	%		2,143		31		1.47	%
Total investor real estate	8,833		244		2.77	%		8,710		247		2.84	%
Residential first mortgage	20,000		113		0.56	%		20,094		106		0.53	%
Home equity lines	3,130		89		2.84	%		3,150		86		2.73	%
Home equity loans	2,371		28		1.18	%		2,390		27		1.12	%
Consumer credit card	1,384		117		8.49	%		1,445		122		8.44	%

Other consumer	5,971		303		5.07	%		6,093		307		5.05	%
Total consumer	32,856		650		1.98	%		33,172		648		1.95	%
Total	$	95,733	$	1,730	1.81	%		$	96,727	$	1,729	1.79	%

_____

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

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NON-PERFORMING ASSETS

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

Table 11—Non-Performing Assets


	March 31, 2025			December 31, 2024
	(Dollars in millions)
Non-performing loans:
Commercial and industrial	$	418		$	408
Commercial real estate mortgage—owner-occupied	40			37
Commercial real estate construction—owner-occupied	1			5
Total commercial	459			450
Commercial investor real estate mortgage	327			423

Total investor real estate	327			423
Residential first mortgage	25			23
Home equity lines	26			26
Home equity loans	6			6

Total consumer	57			55

Total non-performing loans, excluding loans held for sale	843			928
Non-performing loans held for sale	26			—
Total non-performing loans(1)	869			928
Foreclosed properties	15			14

Total non-performing assets(1)	$	884		$	942
Accruing loans 90+ days past due:
Commercial and industrial	$	22		$	7
Commercial real estate mortgage—owner-occupied	1			1

Total commercial	23			8



Residential first mortgage(2)	93			88
Home equity lines	13			16
Home equity loans	6			7
Consumer credit card	21			20

Other consumer	23			27
Total consumer	156			158
Total accruing loans 90+ days past due	$	179		$	166

Non-performing loans(1) to loans and non-performing loans held for sale	0.91		%	0.96		%
Non-performing loans, excluding loans held for sale(1) to loans	0.88		%	0.96		%
Non-performing assets(1) to loans, foreclosed properties and non-performing loans held for sale	0.92		%	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 $53 million at March 31, 2025 and $55 million at December 31, 2024.

Non-performing loans at March 31, 2025 decreased $59 million as compared to year-end 2024 levels. 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.

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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 Year Ended March 31, 2025
	Commercial		Investor Real Estate		Consumer(1)		Total
	(In millions)
Balance at beginning of period	$	450	$	423	$	55	$	928
Additions	119		16		2		137
Net payments/other activity	(42)		(53)		—		(95)
Return to accrual	(4)		—		—		(4)
Charge-offs on non-accrual loans(2)	(55)		(22)		—		(77)
Transfers to held for sale(3)	(9)		(17)		—		(26)

Net loan sales	—		(20)		—		(20)
Balance at end of period	$	459	$	327	$	57	$	843


	Non-Accrual Loans, Excluding Loans Held for Sale for the Year Ended March 31, 2024
	Commercial		Investor Real Estate		Consumer(1)		Total
	(In millions)
Balance at beginning of period	$	515	$	233	$	57	$	805
Additions	231		48		—		279
Net payments/other activity	(76)		(36)		2		(110)
Return to accrual	(2)		—		—		(2)
Charge-offs on non-accrual loans(2)	(60)		(4)		—		(64)
Transfers to held for sale(3)	(2)		—		—		(2)


Balance at end of period	$	606	$	241	$	59	$	906

________

(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 March 31, 2025 and December 31, 2024. Refer to Note 1 "Summary of Significant Accounting Policies" and Note 9 "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.

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Deposits are Regions’ primary source of funds, providing funding for 92 percent of average earning assets at both March 31, 2025 and December 31, 2024. The following table summarizes deposits by category and by segment:

Table 13—Deposits by Category and by Segment


	March 31, 2025		December 31, 2024
	(In millions)
Non-interest-bearing deposits	$	40,443	$	39,138
Interest-bearing checking	25,281		25,079
Savings	12,466		12,022
Money market—domestic	37,289		35,644

Time deposits	15,492		15,720



	$	130,971	$	127,603

Consumer Bank segment	$	80,627	$	78,637
Corporate Bank segment	39,696		38,361
Wealth Management segment	7,798		7,736
Other(1)	2,850		2,869
	$	130,971	$	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 $2.2 billion at both March 31, 2025 and December 31, 2024.

Total deposits at March 31, 2025 increased approximately $3.4 billion across most segments and categories compared to year-end 2024 levels. The increase in deposits reflects typical seasonal tax patterns and customer preference for liquidity in an uncertain economic environment. The mix of non-interest-bearing deposits remained stable at approximately 31 percent of total deposits at both March 31, 2025 and December 31, 2024. Regions' deposits are granular and diversified including insured and collateralized deposits, with consumer deposits making up more than 62 percent of the total deposit base at both March 31, 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 zero at March 31, 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


	March 31, 2025		December 31, 2024
	(In millions)
Regions Financial Corporation (Parent):
2.25% senior notes due May 2025	$	750	$	749
1.80% senior notes due August 2028	647		647
5.722% senior notes due June 2030(1)	747		746
5.502% senior notes due September 2035(2)	994		994
6.75% subordinated debentures due November 2025	151		151
7.375% subordinated notes due December 2037	298		299
Valuation adjustments on hedged long-term debt	(66)		(91)
	3,521		3,495
Regions Bank:
FHLB advances	2,000		2,000
6.45% subordinated notes due June 2037	496		496
Other long-term debt	2		2
	2,498		2,498
Total consolidated	$	6,019	$	5,993

____

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

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

Long-term borrowings increased by approximately $26 million from year-end 2024 due to valuation adjustments.

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 March 31, 2025, Regions' blanket lien arrangements with these entities covered a total loan balance of approximately $92.6 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; this amount was zero at March 31, 2025.

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


	March 31, 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	10.79	%	10.80	%	4.50	%	7.00	%	N/A
Regions Bank	11.77		11.32		4.50		7.00		6.50	%
Tier 1 capital:
Regions Financial Corporation	12.18	%	12.17	%	6.00	%	8.50	%	6.00	%
Regions Bank	11.77		11.32		6.00		8.50		8.00
Total capital:
Regions Financial Corporation	14.07	%	14.06	%	8.00	%	10.50	%	10.00	%
Regions Bank	13.42		12.97		8.00		10.50		10.00
Leverage capital:
Regions Financial Corporation	9.83	%	9.88	%	4.00	%	4.00	%	N/A
Regions Bank	9.53		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 is studying the proposals and evaluating their impacts. 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.

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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 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.

SHAREHOLDERS' AND TOTAL EQUITY

Shareholders’ equity was $18.5 billion at March 31, 2025 as compared to $17.9 billion at December 31, 2024. During the first three months of 2025, net income increased shareholders' equity by $490 million, cash dividends on common stock reduced shareholders' equity by $226 million, and cash dividends on preferred stock reduced shareholders' equity by $25 million. Changes in OCI increased shareholders' equity by $636 million, primarily due to available for sale securities and derivative instruments as a result of changes in market interest rates during the three months ended March 31, 2025. Common stock repurchased during the first three months of 2025 decreased shareholders' equity by $242 million. These shares were immediately retired upon repurchase and therefore were not included in treasury stock.

Total equity was $18.6 billion at March 31, 2025 as compared to $17.9 billion at December 31, 2024, which included noncontrolling interest of $37 million and $31 million during the periods, 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 March 31, 2025 and December 31, 2024.

Subsequent to March 31, 2025, the Company purchased 1.3 million shares for approximately $27 million through May 6, 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.

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Table 16 "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 16—Consolidated Average Daily Balances and Yield/Rate Analysis



	Three Months Ended March 31
	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	$	—	4.44	%	$	1	$	—	5.44	%
Debt securities (2)(3)	32,280		266		3.30		31,494		209		2.66
Loans held for sale	441		8		7.27		499		8		6.40
Loans, net of unearned income (4)(5)	96,122		1,354		5.64		97,420		1,434		5.88
Interest-bearing deposits in other banks	8,537		94		4.45		4,754		68		5.69
Other earning assets	1,483		15		4.19		1,339		18		5.49
Total earning assets	138,864		1,737		5.01		135,507		1,737		5.12
Unrealized gains/(losses) on securities available for sale, net (2)	(1,716)						(3,042)
Allowance for loan losses	(1,625)						(1,596)
Cash and due from banks	2,957						2,581
Other non-earning assets	18,396						17,994
	$	156,876					$	151,444
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Savings	$	12,177	4		0.13		$	12,594	4		0.13
Interest-bearing checking	25,033		89		1.44		24,682		106		1.72
Money market	35,625		204		2.32		33,646		227		2.72
Time deposits	15,799		145		3.73		15,278		158		4.16

Total interest-bearing deposits (6)	88,634		442		2.02		86,200		495		2.31
Federal funds purchased and securities sold under agreements to repurchase	39		—		4.39		8		—		5.40
Short-term borrowings	339		4		4.57		77		1		5.56
Long-term borrowings	6,001		85		5.65		2,405		44		7.26
Total interest-bearing liabilities	95,013		531		2.27		88,690		540		2.45
Non-interest-bearing deposits(6)	39,053		—		—		40,926		—		—
Total funding sources	134,066		531		1.60		129,616		540		1.67
Net interest spread (2)					2.75						2.68
Other liabilities	4,652						4,663
Shareholders’ equity	18,127						17,121
Noncontrolling interest	31						44
	$	156,876					$	151,444
Net interest income/margin on a taxable-equivalent basis (7)			$	1,206	3.52	%			$	1,197	3.55	%

_______

(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 $2 million for both the three months ended March 31, 2025 and 2024.

(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 $67 million and $117 million for the three months ended March 31, 2025 and 2024, respectively. Interest income on loans, net of unearned income, also includes net loan fees of $29 million and $35 million for the three months ended March 31, 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. The rates for total deposit costs equaled 1.40% and 1.56% for the three months ended March 31, 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.

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) increased in the three months ended March 31, 2025 compared to the same period in 2024 due primarily to the replacement of fixed-rate loans and debt securities in a high interest rate environment

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including securities repositioning activities, coupled with hedging benefits and the ability to manage deposit and funding costs lower as short-term interest rates declined.

Net interest margin declined 3 basis points in the three months ended March 31, 2025 compared to the same period in 2024. The change in the net interest margin is the result of the same drivers as net interest income, but is also negatively impacted by the shift in the earning asset mix to hold a higher level of liquid cash balances with the Federal Reserve (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 movements.

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 March 31, 2025, Regions evidenced a mostly balanced, or "neutral" asset/liability position, with both asset duration and liability duration of approximately 2.5 years, using historically-informed approximations. While the derivative hedging portfolio and debt securities portfolio have 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 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 4.2 years, the available for sale securities portfolio duration is 3.9 years, and the held to maturity securities portfolio duration is 5.9 years. As pay-fixed fair value hedges are further utilized to manage AOCI volatility, receive-fixed cash flow hedges may be entered as an offset to preserve the interest rate sensitivity of Regions' entire balance sheet.

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As of March 31, 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 March 2026. The estimated exposure associated with the rising and falling rate scenarios in Table 17 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 Fed Funds rate, the interest rate on reserve balances, and SOFR) will drive the yield on assets and liabilities contractually tied to 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. While this was a headwind to net interest income during a low rate environment, it represents a tailwind to net interest income growth given higher interest rates today. 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 17 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. Deposit balances and mix have mostly reverted to normal historical patterns and trends. A reduction in deposit balances of $1 billion when compared to the base case estimate would reduce net interest income by $18 million over 12 months in the parallel, instantaneous +100 basis point scenario in Table 17. Conversely, if an additional $1 billion are added, a positive benefit of $18 million would be expected over 12 months in the parallel, instantaneous +100 basis point scenario in Table 17.

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 approximately $1.2 billion over 12 months in the parallel, instantaneous +100 basis point scenario in Table 17. Furthermore, over the 12 month horizon, an increase of $1 billion in deposit remixing would decrease net interest income by approximately $23 million, and a decrease of $1 billion in deposit remixing would increase net interest income by $23 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 shock scenario in Table 17 incorporates an incremental beta between 40 and 45 percent when compared to the base case scenario, while the parallel, instantaneous -100 basis point shock scenario incorporates 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 $44 million.

The table below summarizes Regions' positioning over the next 12 months in various parallel yield curve shifts (i.e., including all yield curve tenors). The scenarios are inclusive of all interest rate hedging activities. More information regarding hedges is disclosed in Table 18 and its accompanying description.

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Table 17—Interest Rate Sensitivity


	Estimated Annual Change in Net Interest Income March 31, 2025(1)(2)
	(In millions)
Gradual Change in Interest Rates
+ 200 basis points	$	52
+ 100 basis points	28
- 100 basis points	(44)
- 200 basis points	(81)

Instantaneous Change in Interest Rates
+ 200 basis points	$	1
+ 100 basis points	12
- 100 basis points	(40)
- 200 basis points	(70)

________

(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.

Regions' comprehensive interest rate risk management approach uses derivatives and debt securities to manage its interest rate risk position.

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.

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

Table 18—Hedging Derivatives by Interest Rate Risk Management Strategy


	March 31, 2025
	Notional Amount		Weighted-Average
				Maturity (Years)		Receive Rate			Pay Rate
	(Dollars in millions)
Derivatives in fair value hedging relationships:
Receive variable/pay fixed swaps - debt securities available for sale(1)(2)(3)	$	3,121			5.2		4.3	%		4.0	%
Receive fixed/pay variable swaps - borrowings and time deposits(3)	3,150				4.7		2.3	%		4.0	%
Derivatives in cash flow hedging relationships:
Receive fixed/pay variable swaps - floating-rate loans(1)(2)(3)	$	36,198			3.2		3.2	%		4.1	%
Interest rate options(4)	2,000				3.3
Total derivatives designated as hedging instruments	$	44,469

_________

(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 19.

(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 first quarter of 2025, the Company added $500 million in forward-starting, receive-fixed interest rate swaps (floating rate loan hedges) with a receive rate of 3.7 percent, which will become active in July 2026 and mature in July 2031. The Company also added $788 million in spot-starting pay-fixed interest rate swaps (available for sale securities hedges) with an average pay rate of 3.9 percent and an average maturity in 2031 to reduce AOCI volatility in the available for sale securities portfolio. As a partial offset to the interest rate risk associated with these pay-fixed fair value hedges, the Company added $538 million in spot-starting receive-fixed interest rate swaps (floating rate loan hedges) with an average receive rate of 3.8 percent and an average maturity in 2031. Cash flow swaps (floating rate loan hedges) typically have a different day count convention than fair value swaps (available for sale securities hedges), resulting in a lower fixed rate.

Subsequent to March 31, 2025, the Company added $748 million in spot-starting pay-fixed interest rate swaps (available for sale securities hedges) with an average pay rate of 3.6 percent and an average maturity in 2032 to reduce AOCI volatility in the available for sale securities portfolio. As a partial offset to the interest rate risk associated with these pay-fixed fair value hedges, the Company added $500 million in receive-fixed interest rate swaps (floating rate loan hedges) with an average receive rate of 3.4 percent and an average maturity in 2032.

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

Table 19—Schedule of Notional for Asset Hedging Derivatives


	Average Active Notional Amount
	Quarters Ended						Years Ended
	6/30/2025		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	$	20,940	$	21,598	$	21,498	$	20,965	$	19,745	$	15,215	$	10,264	$	8,853	$	3,887	$	515	$	350	$	217
Receive variable/pay fixed swaps	3,098		3,098		3,098		3,047		2,813		2,509		2,151		1,163		1,033		541		350		217

Net receive fixed/pay variable swaps	$	17,842	$	18,500	$	18,400	$	17,918	$	16,932	$	12,706	$	8,113	$	7,690	$	2,854	$	(26)	$	—	$	—

Interest rate options	$	2,000	$	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 17 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

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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.

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 March 31, 2025:

Table 20—Liquidity Sources


	Availability as of March 31, 2025
	(In billions)
Cash at the Federal Reserve Bank(1)	$	11.0
Unencumbered investment securities(2)	24.1


FHLB borrowing availability	10.8
Federal Reserve Bank borrowing availability through the discount window	22.1
Total liquidity sources	$	68.0

____

(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 March 31, 2025, Regions had approximately $11.0 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, driven by an increase in deposits and decline in loan balances.

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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 March 31, 2025, Regions had $2.0 billion in long-term FHLB borrowings and had borrowing capacity as shown in Table 20. FHLB borrowing capacity was determined based on eligible securities and loan amounts, as of March 31, 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 20. 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 $1.9 billion at March 31, 2025. Overall liquidity risk limits are established by the 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 in management's judgment is appropriate to absorb expected credit losses over the contractual life of the loan and credit commitment portfolio at the balance sheet date. The provision for credit losses totaled $124 million and net charge-offs were $123 million during the first quarter of 2025. This compares to a provision for credit losses of $152 million and net charge-offs of $121 million in the first quarter of 2024. Refer to the "Allowance" section for further detail.

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NON-INTEREST INCOME

Table 21—Non-Interest Income


	Three Months Ended March 31				Quarter-to-Date Change 3/31/2025 vs. 3/31/2024
	2025		2024			Amount		Percent
	(Dollars in millions)
Service charges on deposit accounts	$	161	$	148		$	13	8.8	%
Card and ATM fees	117		116			1		0.9	%
Investment management and trust fee income	86		81			5		6.2	%
Capital markets income	80		91			(11)		(12.1)	%
Mortgage income	40		41			(1)		(2.4)	%
Investment services fee income	43		38			5		13.2	%
Commercial credit fee income	27		27			—		—	%
Bank-owned life insurance	23		23			—		—	%
Market valuation adjustments on employee benefit assets	(3)		15			(18)		(120.0)	%

Securities gains (losses), net	(25)		(50)			25		50.0	%

Other miscellaneous income	41		33			8		24.2	%
	$	590	$	563		$	27	4.8	%

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 the three months ended March 31, 2025 compared to the same period in 2024, driven 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 maximum interchange fee would be subject to adjustments every other year based upon issuer cost data. The Company is studying the proposal and evaluating its 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 decreased in the three months ended March 31, 2025 compared to the same period in 2024 driven by lower merger and acquisition fees due to economic uncertainty and declines in real estate transactions primarily driven by higher interest rates. These declines were partially offset by higher loan syndication revenue, commercial swap income, and securities underwriting fees due to favorable market conditions and the timing of when transactions were completed.

Investment Services Fee Income

Investment services fee income represents income earned from investment advisory services. Investment services fee income increased in the three months ended March 31, 2025 compared to the same period in 2024 due to strong advisor production.

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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 the three months ended March 31, 2025 and 2024, the Company sold debt securities and reinvested 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 due to improvement in valuation adjustments on certain equity investments.

NON-INTEREST EXPENSE

Table 22—Non-Interest Expense


	Three Months Ended March 31				Quarter-to-Date Change 3/31/2025 vs. 3/31/2024
	2025		2024			Amount		Percent
	(Dollars in millions)
Salaries and employee benefits	$	625	$	658		$	(33)	(5.0)	%
Equipment and software expense	99		101			(2)		(2.0)	%
Net occupancy expense	70		74			(4)		(5.4)	%
Outside services	40		39			1		2.6	%
Marketing	30		27			3		11.1	%
Professional, legal and regulatory expenses	23		28			(5)		(17.9)	%
Credit/checkcard expenses	15		14			1		7.1	%
FDIC insurance assessments	20		43			(23)		(53.5)	%
Visa class B shares expense	7		4			3		75.0	%
Operational losses	13		42			(29)		(69.0)	%


Branch consolidation, property and equipment charges	—		1			(1)		(100.0)	%

Other miscellaneous expenses	97		100			(3)		(3.0)	%
	$	1,039	$	1,131		$	(92)	(8.1)	%

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 decreased in the three months ended March 31, 2025 compared to the same period in 2024 primarily due to a decline in market valuation adjustments on employee benefit assets that are offset in non-interest income and a decrease in severance costs. Full-time equivalent headcount decreased to 19,541 at March 31, 2025 from 19,641 at March 31, 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 decreased in three months ended March 31, 2025 compared to the same period in 2024 due to higher accruals for legal and regulatory matters in the first quarter of 2024.

FDIC Insurance Assessments

FDIC insurance assessments decreased in the three months ended March 31, 2025 compared to the same period in 2024 primarily resulting from updates to the special assessment which was initially recorded in 2023 due to bank failures. In the first quarter of 2024, the Company increased the special assessment accrual by $18 million based upon revised loss estimates related to the failures. Contributing to the decrease was a reduction of the base assessment in the three months ended March 31, 2025 due to higher unsecured debt and lower concentration risk.

Operational Losses

Operational losses include losses related to fraud, execution, delivery and process management, and damage to physical assets. Operational losses decreased in the three months ended March 31, 2025 compared to the same period in 2024 primarily due to improvements in check fraud during the first three months of 2025 as a result of effective countermeasures.

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INCOME TAXES

The Company’s income tax expense for the three months ended March 31, 2025 was $131 million compared to $96 million for the three months ended March 31, 2024, resulting in effective tax rates of 21.1% and 20.7%, 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 March 31, 2025, the Company reported a net deferred tax asset of $572 million compared to $775 million at December 31, 2024. The change in the net deferred tax position was due primarily to the deferred tax impact of decreases in unrealized losses on securities available for sale and derivative instruments arising during the period.

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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 March 31, 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.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information required by this item is set forth in Note 12 "Commitments, Contingencies and Guarantees" in the Notes to the Consolidated Financial Statements (Unaudited) in Part I. Item 1. of this report, which 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 first 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)
January 1-31, 2025	504,607	$	24.77	504,607	$	1,877,435,502
February 1-28, 2025	5,243,827	$	23.93	5,243,827	$	1,751,886,500
March 1-31, 2025	4,682,650	$	23.02	4,682,650	$	1,650,151,399
Total First Quarter	10,431,084	$	22.97	10,431,084	$	1,650,151,399

_____

(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 March 31, 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).

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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, incorporated by reference to Exhibit 3.4 to the Form 8-A filed by registrant on April 29, 2019.

3.3						Certificate of Designations, incorporated by reference to Exhibit 3.1 to the Form 8-K filed by registrant on June 5, 2020.

3.4						Certificate of Designations, incorporated by reference to Exhibit 3.6 to the Form 8-A filed by registrant on May 3, 2021.

3.5						Certificate of Designations, incorporated by reference to Exhibit 3.6 on the Form 8-A filed by registrant on July 26, 2024.

3.6						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.

3.7						Certificate of Elimination, incorporated by reference to Exhibit 3.1 to the Form 8-K filed by registrant on September 17, 2024.

10.1						Regions Financial Corporation Director Compensation Program, effective April 16, 2025.

10.2						Form of Director Restricted Stock Unit Notice and Award Agreement under the Regions Financial Corporation 2025 Long Term Incentive Plan, effective April 21, 2025.

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).

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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: May 6, 2025						Regions Financial Corporation

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