DEF 14A of Regions Financial Corp, Mar 23, 2026

DEF 14A of Regions Financial Corp

Filed Mar 23, 2026 · FY20250001281761-26-000027

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | Nominee | | Age | Indep. | Director Since | Industry Representation | Committee Membership | Other Public Company Boards | | | Mark A. Crosswhite Former Chairman, President and CEO, Alabama Power Company | 63 | | 2022 | Energy | Audit NCG | | | | Noopur Davis EVP, Chief Information Security Officer and Chief Product Privacy Officer, Comcast | 64 | | 2022 | Technology | Risk Technology | | | | Zhanna Golodryga Former EVP, Emerging Energy and Sustainability, Phillips 66 | 70 | | 2019 | Energy | Risk Technology* | AGCO Corporation | | | J. Thomas Hill Executive Chairman, Vulcan Materials Company | 67 | | 2022 | Manufacturing | CHR NCG | Vulcan Materials Company | | | Roger W. Jenkins Former President and CEO, Murphy Oil Corporation | 64 | | 2025 | Oil and Gas | Risk Technology | Oceaneering International, Inc. | | | Joia M. Johnson Former CAO, General Counsel and Corporate Secretary, Hanesbrands, Inc. | 66 | | 2021 | Consumer Products, Manufacturing, and Retail | CHR* NCG | Brown & Brown; Global Payments Inc.; Sylvamo Corporation | | | Ruth Ann Marshall Former President, The Americas, MasterCard International, Inc. | 71 | | 2011 | Financial Services | CHR NCG* | ConAgra Brands, Inc. | | | Alison S. Rand Former EVP and Chief Financial Officer, Primerica | 58 | | 2023 | Financial Services | Audit Technology | Reinsurance Group of America | | | William C. Rhodes, III Chairman, AutoZone, Inc. | 60 | | 2024 | Retail | Audit CHR | AutoZone, Inc. | | | Lee J. Styslinger, III Co-Owner, Altec, Inc. | 65 | | 2003 | Manufacturing and Transportation | Risk Technology | Vulcan Materials Company | | | José S. Suquet Chairman and CEO, Pan-American Life Insurance Group | 69 | | 2017 | Insurance | Audit* Risk | | | | John M. Turner, Jr. Chairman, President and CEO, Regions Financial Corporation | 64 | CEO | 2018 | Financial Services | | Southern Company | | | Timothy Vines President and CEO, Blue Cross and Blue Shield of Alabama | 60 | | 2018 | Healthcare and Insurance | Audit CHR | |

  3. DIRECTOR NOMINEES

    * Committee Chair

  4. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2026 Proxy Statement | 7 |

  5. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Each nominee’s key experiences, qualifications, attributes, or skills that led the Board to conclude that they should serve as a Director are described in the following biographies.

  6. DIRECTOR NOMINEES

    | | The Board believes that each of the 13 nominees is well qualified to serve as a Director on Regions’ Board. |

  7. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2026 Proxy Statement | 11 |

  8. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Served as Chairman, President, and CEO of Alabama Power Company, a public utility company and Southern Company subsidiary headquartered in Birmingham, Alabama, from 2014 until his retirement in 2022 ◼Joined Southern Company in 2004 and served in a variety of roles of increasing responsibility at Alabama Power Company and affiliated companies, including Chairman, President and CEO of Gulf Power and Chief Operating Officer of Southern Company ◼Chairman of the Board of Prosper Birmingham and serves on the President’s Council of the University of Alabama in Huntsville and the Board of Governors of the University of Alabama Law School Foundation ◼Has previously served as Chairman of the Boards of the Economic Development Partnership of Alabama, the Business Council of Alabama, and the Birmingham Business Alliance, and has served on the President's Cabinet of the University of Alabama | | | INDEPENDENT DIRECTOR SINCE: 2022 AGE: 63 REGIONS COMMITTEES: Audit Committee NCG Committee | | | | | Education | | | | ◼Bachelor’s degree, University of Alabama at Huntsville ◼Juris Doctor degree, University of Alabama School of Law | | | | Honors and Recognition | | | | ◼Graduate, Leadership Alabama | | | | Why the Board Recommends this Nominee | | | | ◼Mr. Crosswhite brings to the Board significant executive leadership experience in a highly regulated industry, which provides valuable insight into regulatory environments, operational oversight, strategic planning, and stakeholder engagement relevant to Regions’ business and long-term strategy. | | | | Top Skills | | | | ◼Corporate Governance ◼Customer Focus and Community Engagement ◼Human Capital Management ◼Regulatory Compliance ◼Strategic Planning and Strategy Development |

  9. DIRECTOR NOMINEES

    | 12 | Regions Financial Corporation | 2026 Proxy Statement |

  10. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as Executive Vice President, Chief Information Security Officer and Chief Product Privacy Officer of Comcast, a Fortune 30 media and technology company, responsible for overseeing the full range of cybersecurity and product privacy functions for Comcast and Sky, including all products and services delivered to Comcast residential and business customers in the United States and in Europe ◼Prior to joining Comcast in 2016, served as Vice President of global quality for Intel Security Group ◼Previously, she was a Visiting Scientist and Senior Member of Technical Staff at the Carnegie Mellon University Software Engineering Institute, a Principal of management consulting firm Davis Systems, and held various leadership and technical positions in Fortune 500 companies ◼Serves on multiple advisory boards of Fortune 50 companies ◼Throughout her career, has obtained significant experience in complex technology and cybersecurity issues and related risks | | | INDEPENDENT DIRECTOR SINCE: 2022 AGE: 64 REGIONS COMMITTEES: Risk Committee Technology Committee | | | | | Education | | | | ◼Bachelor’s degree (Electrical Engineering), Auburn University ◼Master of Computer Science degree, University of Alabama in Huntsville | | | | Honors and Recognition | | | | ◼In February 2023, appointed as a member of the President’s National Security Telecommunications Advisory Committee ◼Selected 2022 Alumna of Achievement by University of Alabama in Huntsville ◼Included on the Cablefax 100 Most Powerful Women and Top Women in Technology lists multiple times | | | | Why the Board Recommends this Nominee | | | | ◼Ms. Davis brings deep expertise in cybersecurity, technology risk, and data privacy from her senior leadership roles at global communications and technology companies, providing the Board with valuable insight into information security oversight, digital innovation, and the management of complex technology-related risks relevant to Regions’ operations and strategic priorities. | | | | Top Skills | | | | ◼Business Operations and Technology Innovation/AI ◼Corporate Governance ◼Human Capital Management ◼Information/Cyber Security ◼Strategic Planning and Strategy Development |

  11. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2026 Proxy Statement | 13 |

  12. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Served as Executive Vice President, Emerging Energy and Sustainability at Phillips 66, a diversified energy manufacturing and logistics company, until May 2025 ◼Previously served as Senior Vice President, Chief Digital and Administrative Officer at Phillips 66 and was responsible for driving digital change by developing and executing digital and technology strategies ◼Prior to joining Phillips 66 in April 2017, served as Chief Information Officer and Senior Vice President, Services at Hess Corporation, with responsibility for managing the company’s service organizations, including global supply chain, global business transformation program, and global office services, as well as information management, enterprise architecture, infrastructure, and cybersecurity across the business, a role she held beginning in 2012 ◼Also previously served as Chief Information Officer at BHP Billiton Petroleum, Vice President of Information Technology at TeleCheck International, Manager of Information Systems at Baker Hughes, IT Services Manager at Marathon Oil, and Systems Analyst at 3D/International ◼Serves on the board of the Memorial Hermann Foundation ◼Has over 30 years of experience in the energy industry and the information technology field | | | INDEPENDENT DIRECTOR SINCE: 2019 AGE: 70 REGIONS COMMITTEES: Risk Committee Technology Committee (Chair) Executive Committee | | | | | Education | | | | ◼Master’s degree (Mechanical Engineering), Kiev Engineering and Construction Institute | | | | Honors and Recognition | | | | ◼50 Most Powerful Women in Oil and Gas, National Diversity Council | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼AGCO Corporation: Audit Committee; Sustainability Committee | | | | Former Public Directorships Held During Past Five Years | | | | ◼Novonix Ltd. | | | | Why the Board Recommends this Nominee | | | | ◼Ms. Golodryga contributes extensive leadership experience in technology, digital transformation, and operations within complex, highly regulated industries, offering the Board valuable perspective on innovation, cybersecurity, enterprise risk management, and the strategic integration of technology to support Regions’ long-term growth. | | | | Top Skills | | | | ◼Business Operations and Technology Innovation/AI ◼Human Capital Management ◼Information/Cyber Security ◼Risk Management ◼Strategic Planning and Strategy Development |

  13. DIRECTOR NOMINEES

    | 14 | Regions Financial Corporation | 2026 Proxy Statement |

  14. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as Executive Chairman of Vulcan Materials Company, the nation’s largest producer of construction aggregates and a major producer of aggregates-based construction materials ◼Has served at Vulcan for over 30 years in a variety of operations and general management assignments of increasing responsibility prior to being appointed President and CEO in 2014 and Chairman in 2016; served as President until 2023 and CEO through 2025 ◼Has held leadership positions in a number of industry trade groups, including the Texas Concrete and Aggregates Association, the Florida Concrete and Products Association, and the National Stone, Sand and Gravel Association ◼Previously served on the boards of the U.S. Chamber of Commerce and the United Way of Central Alabama | | | INDEPENDENT DIRECTOR SINCE: 2022 AGE: 67 REGIONS COMMITTEES: CHR Committee NCG Committee | | | | | Education | | | | ◼Bachelor’s degree, University of Pittsburgh ◼Wharton School of Business, Executive Management Program | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼Vulcan Materials Company: Executive Chairman of the Board; Executive Committee (Chair) | | | | Why the Board Recommends this Nominee | | | | ◼Mr. Hill brings decades of executive leadership experience at a large public company, including deep expertise in operations, strategic planning, human capital management, and governance, providing the Board with practical insight into leading complex organizations and driving long-term performance in cyclical and capital-intensive industries. | | | | Top Skills | | | | ◼Corporate Governance ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Human Capital Management ◼Strategic Planning and Strategy Development |

  15. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2026 Proxy Statement | 15 |

  16. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼From 2013 until retiring in 2024, served as CEO and a board director of Murphy Oil Corporation, where he initiated a strategic shift to reposition the company as an industry leader in independent exploration and production; served as President from 2013 until 2023 ◼Previously served as Chief Operating Officer, Murphy Oil Corporation from 2012 to 2013, President of Exploration and Production from 2009 to 2013, and in various leadership roles since 2001, where he was responsible for leading and transforming the company’s domestic and international operations, implementing record-breaking strategic and sustainability goals, and developing new production areas ◼Prior to joining Murphy Oil in 2001, led offshore drilling in the Gulf of Mexico for Texaco, where he set numerous ultra-deepwater drilling records and initiated Texaco’s first Global Drilling Safety Management system ◼Has broad experience in strategy development, safety, people, and sustainability, with expertise in mergers and acquisitions, operational discipline, and strategic asset deployment | | | INDEPENDENT DIRECTOR SINCE: 2025 AGE: 64 REGIONS COMMITTEES: Risk Committee Technology Committee | | | | | Education | | | | ◼Bachelor’s degree, Louisiana State University ◼Master of Business Administration degree, AB Freeman School of Business, Tulane University ◼Advanced Management Program, Harvard University | | | | Honors and Recognition | | | | ◼2023 Ernst and Young Entrepreneur of the Year ◼2022 Spindletop Award for Industry and Community Impact ◼2020 All-American Wildcatter ◼2016 LSU Alumnus of the Year ◼2016 LSU Hall of Distinction | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼Oceaneering International, Inc.: Compensation Committee | | | | Former Public Directorships Held During Past Five Years | | | | ◼Noble Corporation | | | | Why the Board Recommends this Nominee | | | | ◼Mr. Jenkins contributes extensive public company leadership experience, including serving as a CEO of a large energy company, with deep expertise in strategic planning, capital allocation, risk management, and operational execution, which supports the Board’s oversight of long-term growth, financial performance, and complex enterprise risks. | | | | Top Skills | | | | ◼Audit/Accounting/Finance and Capital Planning ◼Business Operations and Technology Innovation/Artificial Intelligence ◼Corporate Governance ◼Executive Compensation and Benefits ◼Risk Management |

  17. DIRECTOR NOMINEES

    | 16 | Regions Financial Corporation | 2026 Proxy Statement |

  18. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Retired in 2021 as the Chief Administrative Officer, General Counsel, and Corporate Secretary of Hanesbrands Inc., a publicly traded marketer of innerwear and activewear apparel, positions that she held since 2016 ◼Joined Hanesbrands in 2007 as Chief Legal Officer, General Counsel, and Corporate Secretary ◼Served as Executive Vice President, General Counsel and Corporate Secretary of RARE Hospitality International, Inc. prior to joining Hanesbrands ◼Throughout her career, has obtained extensive global leadership experience over several corporate functions for publicly traded companies including legal, human resources, corporate social responsibility, government and trade relations, real estate, corporate security, and domestic and global mergers and acquisitions | | | INDEPENDENT DIRECTOR SINCE: 2021 AGE: 66 REGIONS COMMITTEES: CHR Committee (Chair) NCG Committee Executive Committee | | | | | Education | | | | ◼Bachelor’s degree, Duke University ◼Master of Business Administration degree, Wharton School of Business at the University of Pennsylvania ◼Juris Doctor degree, University of Pennsylvania School of Law | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼Global Payments Inc.: Compensation Committee; Governance and Nominating Committee ◼Sylvamo Corporation: Nominating and Corporate Governance Committee; Management Development and Compensation Committee ◼Brown & Brown, Inc. | | | | Why the Board Recommends this Nominee | | | | ◼Ms. Johnson brings extensive public company legal, governance, and executive leadership experience, with deep expertise in human capital and talent management, corporate governance, and complex transactions that supports the Board’s oversight of human capital, strategy, and organizational effectiveness. | | | | Top Skills | | | | ◼Corporate Governance ◼Environmental Sustainability Practices ◼Executive Compensation and Benefits ◼Human Capital Management ◼Regulatory Compliance |

  19. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2026 Proxy Statement | 17 |

  20. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼From 2004 until retiring in 2006, served as President of The Americas, MasterCard International, Inc. ◼Previously served as President, MasterCard North America from 1999 to 2004, where she was responsible for building all aspects of MasterCard’s issuance and acceptance business in the United States, Canada, Latin America, and the Caribbean ◼Prior to joining MasterCard in 1999, served as Group Executive President of two electronic payment service companies, MAC Regional Network and Buypass Corporation, and upon acquisition of these companies by Concord EFS, became Senior Executive Vice President of the combined companies, where she oversaw marketing, account management, customer service, and product development ◼Started her career at IBM, where, for more than 18 years, she served in managerial and executive positions ◼Has broad marketing, account management, customer service, and product development experience, as well as significant domestic and international experience in growing business | | | LEAD INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR SINCE: 2011 AGE: 71 REGIONS COMMITTEES: CHR Committee NCG Committee (Chair) Executive Committee (Chair) | | | | | Education | | | | ◼Bachelor’s (Finance) and Master of Business Administration degrees, Southern Methodist University | | | | Honors and Recognition | | | | ◼2018 Most Influential Corporate Directors, WomenInc. ◼2004 and 2005 “World’s 100 Most Powerful Women,” Forbes.com | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼ConAgra Brands, Inc.: Executive Committee; Human Resources Committee (Chair); Nominating and Corporate Governance Committee | | | | Former Public Directorships Held During Past Five Years | | | | ◼Global Payments Inc. | | | | Why the Board Recommends this Nominee | | | | ◼Ms. Marshall’s extensive executive leadership in financial services, deep knowledge of banking operations and strategy, and long-standing Director service, including as Lead Independent Director and Chair of the NCG Committee, provide the Board with strong independent oversight, informed judgment, and valuable perspective on governance, risk, and long-term value creation in a complex regulatory environment. | | | | Top Skills | | | | ◼Banking and Financial Services ◼Corporate Governance ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Strategic Planning and Strategy Development |

  21. DIRECTOR NOMINEES

    | 18 | Regions Financial Corporation | 2026 Proxy Statement |

  22. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Served as Executive Vice President and Chief Financial Officer of Primerica, Inc., a leading provider of financial products and services to middle-income households in the United States and Canada, from 2000 until 2023; continued to serve as Executive Vice President until her retirement in April 2024 ◼Is a certified public accountant and previously worked in the audit department of KPMG LLP ◼Serves on the University of Florida Warrington College of Business Dean’s Advisory Council, where she currently is Chair, and the University of Florida Foundation National Board, for which she previously served as Chair of the Audit Committee ◼Serves on the boards of directors of Girl Scouts of Greater Atlanta and Camp Twin Lakes | | | INDEPENDENT DIRECTOR SINCE: 2023 AGE: 58 REGIONS COMMITTEES: Audit Committee (Audit Committee Financial Expert) Technology Committee | | | | | Education | | | | ◼Bachelor’s degree (Accounting), University of Florida | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼Reinsurance Group of America: Audit Committee; Cybersecurity and Technology Committee; Risk Committee | | | | Former Public Directorships Held During Past Five Years | | | | ◼Warburg Pincus - SPAC IA | | | | Why the Board Recommends this Nominee | | | | ◼Ms. Rand’s extensive financial leadership experience as a public company CFO, including deep expertise in accounting, capital planning, and risk management, provide the Board with valuable insight into financial oversight, regulatory expectations, and strategic decision-making relevant to Regions’ operations. | | | | Top Skills | | | | ◼Audit/Accounting/Finance and Capital Planning ◼Banking and Financial Services ◼Regulatory Compliance ◼Risk Management ◼Strategic Planning and Strategy Development |

  23. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2026 Proxy Statement | 19 |

  24. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as Chairman of AutoZone, Inc., the leading retailer and distributor of automotive replacement parts and accessories in the Americas ◼Previously served as Executive Chairman of AutoZone from January 2024 to December 2025; as a Director since March 2005 and as Chairman since June 2007; and President and Chief Executive Officer from March 2005 to January 2024 ◼During over 31-year tenure with AutoZone, served in a variety of executive-level roles, including (i) Executive Vice President overseeing store operations and commercial, (ii) Senior Vice President, Supply Chain and Information Technology, (iii) Senior Vice President, Supply Chain, (iv) Divisional Vice President of Stores, and (v) Senior Vice President of Finance ◼Began his career with Ernst & Young, serving in various capacities from 1988 to 1994 ◼Currently serves on several industry and community boards, including the Coalition for Auto Repair Equality (Chairman), the PGA Tour Policy Board, the National Civil Rights Museum (Treasurer), and the University of Tennessee Board of Trustees | | | INDEPENDENT DIRECTOR SINCE: 2024 AGE: 60 REGIONS COMMITTEES: Audit Committee (Audit Committee Financial Expert) CHR Committee | | | | | Education | | | | ◼Bachelor’s degree (Business Administration/Accounting), University of Tennessee at Martin ◼Master of Business Administration degree, University of Memphis | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼AutoZone, Inc. (Chairman) | | | | Former Public Directorships Held During Past Five Years | | | | ◼Dollar General | | | | Why the Board Recommends this Nominee | | | | ◼Mr. Rhodes’ extensive executive leadership experience, combined with his deep background in finance, operations, and strategic planning, provides the Board with valuable perspective on performance oversight, capital discipline, and long-term value creation relevant to Regions’ business. | | | | Top Skills | | | | ◼Audit/Accounting/Finance/Capital Planning ◼Corporate Governance ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Strategic Planning and Strategy Development |

  25. DIRECTOR NOMINEES

    | 20 | Regions Financial Corporation | 2026 Proxy Statement |

  26. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as Co-Owner of the privately held Altec Inc., a global leader that designs and manufactures products and services for the electric utility, telecommunications, and contractor markets in over 100 countries throughout the world ◼After joining Altec Inc. in 1983, was named CEO in 1997 and Chairman in 2011; served as Chairman and CEO until October 2021, when he was named Co-Chairman, a title he held until December 31, 2024 ◼Actively serves on the boards of many educational, civic, and leadership organizations ◼Brings a wealth of management and business experience derived from running a large company in today’s global market | | | | Education | | | INDEPENDENT DIRECTOR SINCE: 2003 AGE: 65 REGIONS COMMITTEES: Risk Committee Technology Committee | | | | | ◼Bachelor’s degree, Northwestern University ◼Master of Business Administration degree, Harvard University | | | | Honors and Recognition | | | | ◼Appointed to the President’s Export Council, advising the President of the United States on international trade policy, from 2006 to 2008 ◼Served on the President’s Manufacturing Council in 2017 ◼Appointed to the President’s Advisory Committee for Trade Policy and Negotiations established by the U.S. Trade Representative ◼Appointed to the “Great American Economic Revival” advisory counsel by the President in 2020 | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼Vulcan Materials Company: Executive Committee; Compensation & Human Capital Committee; Governance Committee | | | | Former Public Directorships Held During Past Five Years | | | | ◼Workday, Inc. ◼Glass Houses Acquisition Corporation | | | | Why the Board Recommends this Nominee | | | | ◼Mr. Styslinger’s decades of executive leadership of a global industrial and manufacturing company provide the Board with meaningful experience in strategic planning, operational execution, talent leadership, and risk oversight across complex, highly regulated markets. | | | | Top Skills | | | | ◼Audit/Accounting/Finance and Capital Planning ◼Corporate Governance ◼Human Capital Management ◼Risk Management ◼Strategic Planning and Strategy Development |

  27. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2026 Proxy Statement | 21 |

  28. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as the Chairman and CEO of the privately held Pan-American Life Insurance Group (“PALIG”), a leading provider of insurance and financial services throughout the Americas and whose flagship member is New Orleans-based Pan-American Life Insurance Company; has served as Chairman since 2008 ◼Prior to joining PALIG as President and CEO in November 2004, held senior management posts in the insurance industry for more than three decades, including serving as Senior Executive Vice President and Chief Distribution Officer of AXA Financial ◼In December 2016, completed his term as a member of the board of directors of the Federal Reserve Bank of Atlanta, for which he served as Chairman of the Retail Payments Office Oversight Committee ◼Previously served on the board for the Federal Reserve Bank of Atlanta, New Orleans Branch ◼Director at the privately held Ochsner Health System, Louisiana’s largest nonprofit academic healthcare system, where he serves on the Compensation Committee and the Audit and Oversight Committee ◼Completed his second and final term on the board of directors of The American Council of Life Insurers in 2019 ◼His dedication to the United States’ Hispanic community, as well as to the pursuit of product innovation and sales force expansion, have positioned PALIG as the company that Hispanics throughout the Americas rely on to protect their financial security and well-being ◼Involved in various professional and industry associations ◼Brings a strong background in enterprise risk management and a commitment to innovation and operational excellence | | | INDEPENDENT DIRECTOR SINCE: 2017 AGE: 69 REGIONS COMMITTEES: Audit Committee (Chair; Audit Committee Financial Expert) Risk Committee (Risk Management Expert) Executive Committee | | | | | Education | | | | ◼Bachelor’s degree, Fordham University ◼Master of Business Administration degree, University of Miami | | | | Honors and Recognition | | | | ◼Included in the Latinos on Boards feature of Latino Leaders magazine for 2018 through 2020 | | | | Why the Board Recommends this Nominee | | | | ◼Mr. Suquet’s long tenure as Chairman and CEO of a major life insurance enterprise, together with his experience on the board of the Federal Reserve Bank of Atlanta and deep expertise in enterprise risk management, financial services operations, and capital oversight, provide the Board with valuable perspective on risk, regulation, and long-term strategic growth relevant to Regions’ business. | | | | Top Skills | | | | ◼Audit/Accounting/Finance and Capital Planning ◼Corporate Governance ◼Executive Compensation and Benefits ◼Risk Management ◼Strategic Planning and Strategy Development |

  29. DIRECTOR NOMINEES

    | 22 | Regions Financial Corporation | 2026 Proxy Statement |

  30. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as the Chairman, President and CEO of Regions Financial Corporation and Regions Bank, a wholly owned subsidiary of the Company, and leads the Company’s Management Policymaking Committee and Executive Leadership Team ◼Named President in December 2017, CEO in July 2018, and Chairman in April 2024; was appointed to the Board in July 2018 ◼Before being named President, served as Head of the Corporate Bank, a role he took on in 2014 ◼Joined Regions in 2011 as President of the South Region, leading banking operations in Alabama, Mississippi, South Louisiana, and the Florida Panhandle ◼Before joining Regions, he was named president of Whitney National Bank and Whitney Holding Corporation in 2008 and was elected to the bank’s and holding company’s boards of directors ◼Before that, was responsible for all geographic line banking functions across Whitney and served as its Eastern Region President ◼Joined Whitney in 1994 as its Alabama Regional President after nine years at AmSouth Bank, where he held senior consumer, commercial, and business positions ◼Serves on the Business Council of Alabama, Birmingham Business Alliance, Economic Development Partnership of Alabama, A Plus Education Foundation, United Way of Central Alabama, and Infirmary Health System boards ◼In 2024, was appointed by Governor Kay Ivey as a member of the Alabama Growth Alliance, is a former chairman of the Mobile Area Chamber of Commerce, the Mobile Area Education Foundation, and the United Way of Southwest Alabama, and is a former board member of Leadership Mobile | | | CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER DIRECTOR SINCE: 2018 AGE: 64 REGIONS COMMITTEES: Executive Committee | | | | | Education | | | | ◼Bachelor’s degree (Economics), University of Georgia | | | | Honors and Recognition | | | | ◼Graduate, Leadership Alabama | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼Southern Company | | | | Why the Board Recommends this Nominee | | | | ◼Mr. Turner’s extensive leadership experience across Regions’ business lines, including his service as Chairman, President and CEO, provides the Board with deep institutional knowledge, strategic insight into the banking industry, and a strong understanding of the Company’s operations, stakeholders, risk profile, and long-term growth priorities. | | | | Top Skills | | | | ◼Banking and Financial Services ◼Customer Focus and Community Engagement ◼Regulatory Compliance ◼Risk Management ◼Strategic Planning and Strategy Development |

  31. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2026 Proxy Statement | 23 |

  32. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as the President and CEO of Blue Cross and Blue Shield of Alabama (“BCBSAL”), a not-for-profit, independent licensee of the Blue Cross and Blue Shield Association and the largest provider of healthcare benefits in Alabama ◼Serves on the Board of Directors of the Blue Cross and Blue Shield Association, for which he served as Chairman from November 2021 to November 2023, and now serves as the Chair of the Compensation Committee, and a member of the Organization and Governance Committee and the Health Policy and Advocacy Committee ◼Served as BCBSAL’s President and Chief Operating Officer from November 2017 through March 2018 before being named its President and CEO in April 2018 ◼Held BCBSAL’s Executive Vice President position from March through November of 2017 ◼Served as BCBSAL’s Chief Administrative Officer from August 2012 through March 2017 ◼Serves as Vice Chair of the Board and the Governance and Nominating Committee, Chair of the Strategy and Risk Committee, and a member of the Finance, Compliance and Audit Committee of Prime Therapeutics LLC, a pharmacy benefit management company owned jointly by several Blue Cross and Blue Shield plans, including BCBSAL ◼Worked in banking for over five years after graduating college ◼Remains very active in the community through his involvement with multiple nonprofit and charitable organizations, including service on the boards of the Birmingham Business Alliance, Leadership Birmingham, Economic Development Partnership of Alabama, Prosper, Business Council of Alabama, and Mercy Deliverance Ministries ◼Serves as honorary trustee for the board of trustees at Samford University in Birmingham, Alabama; previously served as Chair ◼Possesses an extensive understanding of operating a large company within a highly regulated industry | | | INDEPENDENT DIRECTOR SINCE: 2018 AGE: 60 REGIONS COMMITTEES: Audit Committee (Audit Committee Financial Expert) CHR Committee | | | | | Education | | | | ◼Bachelor’s degree (Finance), Auburn University | | | | Why the Board Recommends this Nominee | | | | ◼Mr. Vines’ experience leading a large, highly regulated healthcare organization, together with his background in finance and executive leadership, provides the Board with valuable perspective on risk management, regulatory environments, human capital matters, and long-term strategic planning. | | | | Top Skills | | | | ◼Audit/Accounting/Finance and Capital Planning ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Human Capital Management ◼Strategic Planning and Strategy Development |

  33. DIRECTOR NOMINEES

    | 24 | Regions Financial Corporation | 2026 Proxy Statement |

  34. DIRECTOR NOMINEES

    Director Compensation Our Director Compensation Program for independent Directors is designed to: ◼Pay Directors fairly for the work required at a company of Regions’ size and scope; ◼Align Directors’ interests with the long-term interests of our shareholders; and ◼Be simple, transparent, and easy for shareholders to understand. The Compensation and Human Resources (“CHR”) Committee, in conjunction with its independent compensation consultant, periodically reviews the compensation of the non-management Directors and recommends any changes to the Board. After completing its review in April 2025, in order to ensure that the Director Compensation Program remains competitive, fair, and aligned with the long-term interests of our shareholders, the CHR Committee recommended an increase in the Annual Equity Retainer, the CHR Committee Chair Retainer, and the Audit and Risk Committee Member Retainers. The following table describes all of the components of the 2025 Director Compensation Program as approved by the Board, effective as of April 16, 2025, unless otherwise stated below:

  35. DIRECTOR NOMINEES

    | Compensation Element(1) | Compensation Amount | | Annual Cash Retainer (2) | $100,000 | | Annual Equity Retainer (3) | $145,000 in RSUs granted three business days following the annual shareholder meeting, the number determined by dividing the dollar value by the closing price of Regions stock on the grant date and rounding down to the nearest whole share, and that vest at the next annual shareholder meeting | | Additional Annual Retainer for Lead Independent Director | $50,000 | | Additional Annual Retainer for Committee Chairs(4) | $40,000 — Audit Committee $30,000 — CHR Committee $25,000 — NCG Committee $40,000 — Risk Committee $25,000 — Technology Committee $10,000 — Special and Ad Hoc Committees, as applicable $35,000 — Special Litigation Committee, established November 17, 2025 | | Additional Annual Retainer for Committee Members of Audit and Risk (exclusive of each Committee Chair)(5) | $15,000 | | Additional Annual Retainer for Committee Members of CHR, NCG, and Technology (exclusive of each Committee Chair; including Special and Ad Hoc Committees, as applicable)(5) | $10,000 | | Additional Annual Retainer for Committee Members of Special Litigation Committee, established November 17, 2025 | $25,000 |

  36. DIRECTOR NOMINEES

    (1)The cash and equity retainers may be deferred at the Director’s option in accordance with the Regions Financial Corporation Directors’ Deferred Investment Plan and the Regions Financial Corporation Directors’ Deferred Restricted Stock Unit Plan, respectively. (2)Any non-management Director who becomes a Director between annual shareholder meetings will receive a prorated portion for the term during which he or she joined the Board beginning with the quarterly payment for the quarter during which the non-management Director is appointed as a member of the Board. (3)Any non-management Director who becomes a Director between annual shareholder meetings will receive a prorated portion for the term during which he or she joined the Board based on the number of months served during the term. (4)Any non-management Director who becomes the chair of a committee between annual shareholder meetings will receive a prorated portion for the term during which he or she becomes the chair of the committee beginning with the quarterly payment for the quarter during which the non-management Director is appointed as the chair of the relevant committee (in lieu of the quarterly annual retainer for committee membership if applicable). (5)Any non-management Director who becomes a member of a committee between annual shareholder meetings will receive a prorated portion for the term during which he or she joined the committee beginning with the quarterly payment for the quarter during which the non-management Director is appointed as a member of the relevant committee.

  37. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2026 Proxy Statement | 25 |

  38. DIRECTOR NOMINEES

    Under the Regions 2025 Long Term Incentive Plan, compensation to any non-management Director solely for their service as a non-management Director is limited to $750,000, which includes both the value of any awards and any cash compensation.

  39. COMPENSATION PAID IN 2025 TO INDEPENDENT DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Mark A. Crosswhite | 125,000 | 144,989 | 5,000 | 274,989 | | Noopur Davis | 123,750 | 144,989 | — | 268,739 | | Zhanna Golodryga | 143,750 | 144,989 | — | 288,739 | | J. Thomas Hill | 120,000 | 144,989 | — | 264,989 | | Roger W. Jenkins (1) | 130,000 | 188,299 | — | 318,299 | | Joia M. Johnson | 143,750 | 144,989 | 5,000 | 293,739 | | Ruth Ann Marshall | 190,000 | 144,989 | 5,000 | 339,989 | | James T. Prokopanko | 155,000 | 144,989 | — | 299,989 | | Alison S. Rand | 131,250 | 144,989 | — | 276,239 | | William C. Rhodes, III | 133,750 | 144,989 | — | 278,739 | | Lee J. Styslinger, III | 123,750 | 144,989 | 5,000 | 273,739 | | José S. Suquet | 158,750 | 144,989 | — | 303,739 | | Timothy Vines | 125,000 | 144,989 | 68,526 | 338,515 |

  40. DIRECTOR NOMINEE CRITERIA

    DIRECTOR NOMINEE CRITERIA The NCG Committee is charged with identifying, evaluating, and recommending to the Board individuals whom it believes are qualified to become Directors. The Board has not adopted a formal written policy regarding diversity. The NCG Committee will consider and assess candidates consistent with criteria established by the Board and set forth in the Corporate Governance Principles and will take into consideration pertinent factors bearing on the qualifications of candidates in light of such criteria. The NCG Committee also assesses candidates for directorship in the context of the current composition of the Board and Regions’ evolving needs. The NCG Committee strives for the Board to reflect a range of talents, ages, skills, backgrounds, and expertise sufficient to provide sound and prudent guidance and oversight with respect to Regions’ operations and strategy. Additionally, when searching for new candidates, the NCG Committee shall endeavor to seek highly qualified candidates possessing a range of backgrounds, perspectives, and personal characteristics.

  41. DIRECTOR NOMINEE CRITERIA

    | Commitment to Strong Board Composition Regions’ Corporate Governance Principles provide that the Board will seek members who combine a broad spectrum of experience and expertise with a reputation for integrity, such that the Board will maintain an appropriate mix of skills and characteristics to meet the needs of the Company. |

  42. DIRECTOR NOMINEE CRITERIA

    Directors should have experience in positions with a high degree of responsibility, serve as leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions they can make to the Board and the Company. In addition to the items specified in the Corporate Governance Principles, the NCG Committee considers the technical and professional skills nominees have gained through their professional and leadership roles. Such skills may include, but are not limited to, those listed in the skills descriptions following the Board Skills Matrix. The NCG Committee selects candidates who possess the highest personal and professional ethics, integrity, and values, and candidates must be committed to representing the long-term interests of Regions’ shareholders. The NCG Committee considers tenure when making decisions with respect to Director nominations. Current tenure represented on the Board is well balanced among newer and more seasoned Directors, with the average Director nominee tenure being approximately 7.0 years and approximately 85% of the nominees serving for 10 or fewer years. Our longer-serving Directors have vital expertise and institutional knowledge that provide the Board with a better understanding of our business and ability to oversee management. The NCG Committee believes that this knowledge and perspective, especially when counterbalanced with fresh viewpoints of newer Directors, continues to generate long-term value for all of our stakeholders. These factors, along with other considerations such as the results from the self-evaluation process and independence findings, are part of the total mix of items evaluated by the NCG Committee and Board when making nomination determinations. For more information, see the Board Evaluations and Director Independence subsections of Corporate Governance.

  43. WHEN IS THE NEXT “SAY-ON-PAY” VOTE?

    | Compensation Tables | | | Summary Compensation Table | 83 | | Grants of Plan-Based Awards | 86 | | Outstanding Equity Awards at December 31, 2025 | 88 | | Option Exercises and Stock Vested | 89 | | Pension Benefits | 90 | | Nonqualified Deferred Compensation | 92 | | Potential Payments by Regions Upon Termination or Change-in-Control | 93 | | CEO Pay Ratio | 97 | | Pay Versus Performance | 98 |

  44. CONTINUOUS EXECUTIVE COMPENSATION EVALUATION PROCESS

    | Review Competitiveness and Business Objectives | | Set Pay Levels and Targets | | ◼Considers, with the assistance of an independent compensation consultant, competitive market data and peer practices against that of the Company’s compensation peer group, as well as a larger group of diversified financial institutions that we compete with for both business and potential talent to ensure compensation remains aligned with industry standards. ◼Reviews prior plan effectiveness, incorporating management’s insights on business strategy, risks, and expected financial results, to set goals for both short‑ and long‑term performance‑based incentive plans. | | ◼Establishes the target pay levels for each executive based on competitive data as well as the recommendations of the independent compensation consultant. ◼Requires budgeted performance levels to be achieved for target payout levels to be paid. Corporate financial performance is modeled under various scenarios. ◼Sets meaningful performance levels so executive officers are appropriately incented to achieve results while not being incented to take excessive risk. | | | | | | | | | | Evaluate and Certify Company Performance and NEO Performance and Compensation | | Assess Risks and Shareholder and Other Stakeholder Feedback | | ◼Evaluates qualitative performance factors and separately, in executive session with only CHR Committee members present, participates in a detailed performance discussion relating to the CEO. ◼Reviews final performance results and determines the need to apply discretion, flexibility, and judgment to balance the objective evaluations of performance with near-term performance and progress toward our longer-term objectives. | | ◼Reviews internal performance assessments, risk assessments of compensation, reviews of pay practices, pay-for-performance evaluations, as well as shareholder and other stakeholder feedback related to compensation practices. |

  45. SUMMARY

    | Compensation Component | Key Compensation and Performance Decisions | | | 2025 Base Salaries | In early 2025, after consideration of market data for each position and an assessment of the officer’s contributions to Regions’ performance, the CHR Committee approved increases to base salaries for three of the five NEOs: 4.4% for Mr. J. Turner, 3.6% for Mr. D. Turner, and 4% for Mr. Keenan. These increases were approved in order to reflect the desired market position for the NEOs and/or a change in responsibility or individual contribution of the NEOs. | | | Annual Cash Incentive Compensation Awards | 2025 NEO Targets: ◼The target incentive opportunity for Mr. J. Turner was increased by 11%, and all other NEOs remained at the prior year’s level. ◼The CHR Committee considered competitive positioning, performance, and contribution to the Company in this decision. | Company Performance (70%): ◼Pre-established metrics, subject to meeting further capital and liquidity performance thresholds. ◼Corporate performance compared to 2025 goals resulted in the achievement of 111% of target annual incentive expectations. Individual Performance (30%): ◼Individual performance ranged from 175% to 200% of goal. | | Long-Term Incentives | 2025 NEO Targets: ◼In recognition of performance, growth in roles, and market changes, the CHR Committee approved increases to long-term incentive targets for all of the NEOs: $500,000 for Mr. J. Turner, $200,000 for Mr. Keenan, $150,000 for Mr. D. Turner, and $100,000 for each of Mr. Massey and Mr. Zusi. ◼Consistent with previous years, long-term incentive grants were divided equally among RSUs, PSUs, and PCUs. | Company Performance: ◼Pre-established metrics, subject to meeting further capital and liquidity performance thresholds. ◼While the CHR Committee considers the grants made in 2025 to be current-year compensation, it is important to also recognize and evaluate the impact of performance on prior years’ awards in ensuring executive compensation is in line with performance. ◼For the three-year performance period ending December 31, 2025, the CHR Committee determined based on results that the 2023-2025 long-term incentive awards (granted in April 2023) will pay out at 65% of target. | | Retention Bonus and Salary Increase | ◼To support continuity in leadership and ensure stability during a period of significant strategic activity, the CHR Committee approved a special retention compensation package for Mr. Massey in September 2025. This package included a one-time retention bonus of $500,000, paid in cash and subject to a two-year repayment agreement, and a 7.7% base salary increase from $650,000 to $700,000. ◼The retention bonus was designed to reinforce Mr. Massey’s commitment to the Company during a period of heightened business demands and competitive talent pressures. In reviewing this action, the CHR Committee considered several factors, including Mr. Massey’s performance, the importance of his role to ongoing initiatives, and market compensation data. | |

  46. ESTABLISHMENT OF 2025 BASE SALARIES AND COMPENSATION TARGETS

    | | | | | 2025 Annual Incentive (1) | | | | 2025 Long-Term Incentive | | | | | Name | Base Salary Change (%) | | 2025 Annualized Base Salary ($) | Previous Target (%) | 2025 Target (%) | | Target Annual Incentive ($) | Target Change ($) | | Target ($) | 2025 Total Target Compensation ($)(2) | | John M. Turner, Jr. | ñ | 4.4 | 1,200,000 | 180 | ñ | 200 | 2,400,000 | ñ | 500,000 | 6,400,000 | 10,000,000 | | David J. Turner, Jr. | ñ | 3.6 | 730,000 | 125 | ó | 125 | 912,500 | ñ | 150,000 | 1,750,000 | 3,392,500 | | C. Dandridge Massey(3) | ñ | 7.7 | 700,000 | 125 | ó | 125 | 875,000 | ñ | 100,000 | 1,500,000 | 3,075,000 | | David R. Keenan | ñ | 4.0 | 650,000 | 115 | ó | 115 | 747,500 | ñ | 200,000 | 1,500,000 | 2,897,500 | | Russell K. Zusi | ó | — | 650,000 | 115 | ó | 115 | 747,500 | ñ | 100,000 | 1,500,000 | 2,897,500 |

  47. ESTABLISHMENT OF 2025 BASE SALARIES AND COMPENSATION TARGETS

    (1)The 2025 annual incentive target is based on multiplying the NEO’s target bonus opportunity percentage by the annualized 2025 base salary for each NEO (based on annualizing base salary rates). Calculating the annual target incentive in this manner does not take into consideration the timing of changes in base salary, should any change occur, throughout the year. (2)The CHR Committee considers Total Target Compensation to be the target NEO compensation for the performance period. The Summary Compensation Table reports additional elements of compensation including the value of certain perks and benefits and an annual change in pension value. While the CHR Committee considers our executives’ participation in certain benefits (including retirement benefits) in making its decisions about compensation, it does not consider these items to represent annual compensation. (3)Mr. Massey received a salary increase effective September 17, 2025. Mr. Massey’s 2025 compensation includes his increased base salary as if he received this amount for the full year but does not include his one-time retention award.

  48. 2025 ANNUAL CASH INCENTIVE PAYMENTS

    2025 ANNUAL CASH INCENTIVE PAYMENTS

  49. Plan Requirements

    Plan Requirements At the beginning of each year, the CHR Committee establishes corporate performance targets based on our financial plans, budgets, and expectations in support of strategic priorities, subject to the safety and soundness requirements described below. For 2025, the CHR Committee maintained the fundamental design of the annual incentive program with annual performance metrics and goals determined on an absolute basis, a customer service modifier, and individual performance requirements. The combination of corporate and individual performance results in an annual cash incentive award that can be earned between 0% and 200% of target. The design of the annual cash incentive plan, as determined in early 2025, is tied to the achievement of strategic priorities as follows:

  50. Plan Requirements

    | Annual Incentive Plan | | | | | | | | | | | | Plan Components | 70% Corporate Performance | | | 30% Individual Performance | | | | | | Total Performance | | Performance Metrics | 50% Adjusted Net Income Available to Common Shareholders | 50% Adjusted Efficiency Ratio | | Strengthen Financial Performance | Enhance Risk Management | Focus on the Customer | Build the Best Team | Continuous Improvement | | | | Modifier | Customer Service (+/- 10%) | | | | | | | | | | | Safety & Soundness Requirements | Capital & Liquidity Thresholds (up to -40%) | | | | | | | | | |

  51. Safety and Soundness Requirements

    Safety and Soundness Requirements In keeping with prior years, the CHR Committee decided that in addition to the specific corporate and individual performance requirements, any payout of annual incentive compensation should be subject to meeting safety and soundness thresholds. Guidance issued by the Federal Reserve instructs banking institutions to consider the “full range of current and potential risks including the cost and amount of capital and liquidity needed to support risks” in their compensation plans. To address this principle, the CHR Committee included the potential for two negative adjustments designed to reduce annual incentive payments in the event Regions does not maintain capital and liquidity at levels vital to the safety and soundness of the Company. The deduction for not meeting each requirement is 20% of the measured achievement. Therefore, even if corporate performance meets the financial and customer service goals set by the Board, the portion of incentive compensation based on corporate performance may be reduced up to 40% if performance is at the expense of capital and/or liquidity requirements.

  52. Individual Performance Component

    Individual Performance Component In keeping with its philosophy that individual performance plays an important role in our annual incentive plan design, the CHR Committee did not change the weighting of individual performance for 2025. Strategic objectives, as listed in the annual incentive plan graphic, were added within each NEOs’ individual performance goals to further our commitment to shared value to our associates, our shareholders, and the communities we serve. Individual goals for each NEO include other tailored evaluations of financial and non-financial performance metrics including important risk-related factors. In assessing individual performance, the CHR Committee reviewed each individual’s accomplishments and considered their role in driving the Company’s strong results in 2025 despite a dynamic and competitive industry environment.

  53. 2025 Annual Incentive Plan Results

    2025 Annual Incentive Plan Results For all of our NEOs, 70% of the annual incentive is based upon corporate performance, with the remaining 30% of the annual incentive based upon an assessment of each NEO’s individual performance.

  54. Assessment of Corporate Performance

    | | | Absolute Performance Against Internal Targets | | | | | | | | | | 2025 Goal Achievements | | | | | | | | Performance Metrics | | Threshold | Target | Maximum | Attainment | % of Goal | | | | Weighting | Profitability Metrics | | | | | | | | | 50% | Adjusted Net Income Available to Common Shareholders ($ millions)(1) | $1,522 | $2,029 | $2,435 | $2,057 | 101% | = | 101 | | 50% | Adjusted Efficiency Ratio (1) | 60.4% | 56.9% | 53.9% | 56.8% | 100% | | | | Modifier | Customer Service Metrics | | | | | | | | | Plus or minus 10 points | ◼Subtract 1 point for every percentile below the 70th percentile, maximum 10 points ◼No modification between 70th and 80th percentile ◼Add 1 point for every percentile above the 80th percentile, maximum 10 points | | | | >90th | Maximum | = | 10% | | Total Corporate Performance | | | | | | | | 111% |

  55. 2025 Annual Incentives Earned

    2025 Annual Incentives Earned As a result of the 2025 performance decisions discussed above, the CHR Committee approved the following annual cash incentive payments for our NEOs in early 2026:

  56. 2025 Annual Incentives Earned

    | Name | 2025 Target Incentive ($) (1) | Total Incentive Received ($) | | John M. Turner, Jr. | 2,380,769 | 3,099,762 | | David J. Turner, Jr. | 906,491 | 1,248,238 | | C. Dandridge Massey | 828,846 | 1,079,158 | | David R. Keenan | 741,971 | 966,047 | | Russell K. Zusi | 747,500 | 973,245 |

  57. 2025 Annual Incentives Earned

    (1)The 2025 target incentive is based on multiplying the NEO’s bonus opportunity percentage achieved by the actual salary paid to the NEO during 2025. Using the actual salary paid accommodates changes in base salary, should any change occur, throughout the year.

  58. 2025 Annual Incentives Earned

    | 66 | Regions Financial Corporation | 2026 Proxy Statement |

  59. LONG TERM INCENTIVE PLAN (“LTIP”)

    LONG TERM INCENTIVE PLAN (“LTIP”) The CHR Committee believes long-term incentive compensation plays an important role in linking incentives to risk outcomes or aspects of performance that become apparent only with the passage of time. The responsibilities of our NEOs are largely strategic in nature, and while our NEOs diligently work to understand and mitigate risks, the actual outcomes of many of the business actions taken will not be certain for extended periods of time. For this reason, long-term incentive compensation is the largest portion of our executive compensation program.

  60. 2025 Long-Term Incentive Grants

    2025 Long-Term Incentive Grants The CHR Committee met independently with its compensation consultant to review the long-term incentive grant target for Mr. J. Turner. After reviewing Mr. J. Turner’s total compensation target compared to that of other CEOs within our compensation peer group, the CHR Committee determined to increase the value of Mr. J. Turner’s long-term compensation target by $500,000 to a total target of $6,400,000. The CHR Committee’s decision was informed by market competitive information and driven by recognition of his strong leadership and performance leading the Company in the prior year. In setting the value of the long-term incentive compensation for our other NEOs, the CHR Committee reviewed recommendations from Mr. J. Turner for his direct reports and consulted with its independent compensation consultant. Changes in value from the prior year for each of the remaining NEOs included an increase of $200,000 for Mr. Keenan, $150,000 for Mr. D. Turner, and $100,000 for each of Mr. Massey and Mr. Zusi, resulting in 2025 awards of $1,750,000 for Mr. D. Turner and $1,500,000 for the remaining three NEOs. These changes were approved based on an analysis of competitive market data for the NEOs’ positions and in recognition of ongoing performance and contributions to Company success. On February 24, 2025, the CHR Committee approved the total grant values for NEOs and set a future grant date of April 1, 2025, in keeping with our normal business practices and schedules. The table below presents the targeted economic value of the grants awarded by the CHR Committee to each NEO on April 1, 2025, and the division of the grant between each long-term component:

  61. 2025 Long-Term Incentive Grants

    | Name | Total Targeted LTIP Economic Value ($)(1) | | Value of RSUs ($)(2) | Value of PSUs ($)(2) | Value of PCUs ($) | | John M. Turner, Jr. | ñ | 6,400,000 | 2,133,333 | 2,133,333 | 2,133,333 | | David J. Turner, Jr. | ñ | 1,750,000 | 583,333 | 583,333 | 583,334 | | C. Dandridge Massey | ñ | 1,500,000 | 500,000 | 500,000 | 500,000 | | David R. Keenan | ñ | 1,500,000 | 500,000 | 500,000 | 500,000 | | Russell K. Zusi | ñ | 1,500,000 | 500,000 | 500,000 | 500,000 |

  62. 2025 Long-Term Incentive Grants

    (1)Economic value is determined by dollar amount in early 2025. (2)As discussed below and in the tables on pages 85 and 87, executives were granted awards on April 1, 2025, using the 30-day average stock price to determine the number of shares granted as RSUs and PSUs.

  63. Long-Term Incentive Program Components

    Long-Term Incentive Program Components Our long-term incentive program is designed to drive long-term performance, enhance retention, align with shareholders’ interests, and address longer-term risk concerns. Grants to NEOs are split equally among the following three components, each designed to support a distinct goal of our compensation philosophy: ◼Restricted Stock Unit Awards (“RSUs”), ◼Performance Stock Unit Awards (“PSUs”), and ◼Performance Cash Unit Awards (“PCUs”). RSUs represent one-third of the award and include a three-year service-based vesting requirement, which means that the awards will generally not vest unless the NEO remains employed until April 1, 2028 (i.e., the third anniversary of the grant). In addition to the service-based vesting requirement, RSU awards are subject to an additional risk-based vesting requirement that protects the safety and soundness of the Company. In

  64. Long-Term Incentive Program Components

    | Regions Financial Corporation | 2026 Proxy Statement | 67 |

  65. Long-Term Incentive Program Components

    the event that Regions does not continually meet standards for liquidity and capital deployment throughout the entire three-year vesting period, up to 40% of the RSU award may be forfeited, regardless of meeting the service requirement. The CHR Committee has chosen to include RSU grants in the design of the program because they encourage retention of executives while also closely tying executive interests to those of shareholders. PSUs and PCUs are performance-based awards and equally comprise the remaining two-thirds of the award. PSUs and PCUs can be earned between 0% and 150% of target depending on the level of achievement. The CHR Committee has chosen to split the performance-based portion of the award between these two types of grants in order to incentivize executives to superior performance but also limit leverage that might encourage excessive risk-taking. PSUs require performance hurdles to be met to establish the number of shares ultimately paid under the award. In addition, since the award is delivered in shares of stock of the Company, its value is tied to Company performance and shareholder interest through stock price performance, creating what is often referred to as “double leverage.” PCUs include the same performance hurdles, but since they are denominated in cash rather than stock, there is less upside and downside opportunity in these grants, giving them a lower risk profile than that of PSUs. The CHR Committee believes splitting performance-based awards between these two vehicles with different risk profiles is in the best interests of the Company and shareholders. The CHR Committee also believes the PSU and PCU awards should be subject to the service vesting and safety and soundness requirements; therefore, just like RSUs, these awards include a three-year service-based vesting requirement and are subject to the standards and forfeiture provisions related to liquidity and capital deployment requirements, as described above.

  66. Performance Measures

    Performance Measures The performance measures included in the PSU and PCU awards are chosen because they are operating measures that: (i) are critical to the long-term success of the Company, (ii) are transparent to shareholders and the NEOs, and (iii) create healthy tension between profitability and the quality of earnings, which is important to shareholder value. Additionally, performance goals are based on anticipated capital distribution plans as submitted to our bank regulators through the Comprehensive Capital Analysis and Review (“CCAR”) process and approved by the Board. As a result, management has limited discretion in altering capital plan actions which, in turn, limits their ability to impact executive compensation.

  67. Balancing of Absolute and Relative Performance

    | Long-Term Incentive Plan | | | | | Grant Types | 33.33% Time-Based Awards | 66.67% Performance-Based Awards | | | | 33.33% Restricted Stock Unit Awards | 33.33% Performance Stock Unit Awards | 33.33% Performance Cash Unit Awards | | Performance Metrics | Value may change based on stock price | 50% Return on Average Tangible Common Equity (1) Compared against internal goals (50%) and peer performance (50%) | | | | | 50% Cumulative Compounded Diluted Earnings Per Share Growth (1) Compared against internal goals (50%) and peer performance (50%) | | | Safety & Soundness Requirements | Capital & Liquidity Thresholds (up to -40%) | | |

  68. LTIP Design for 2025 - 2027 Performance Period

    LTIP Design for 2025 - 2027 Performance Period On February 24, 2025, the CHR Committee approved a LTIP design for the 2025-2027 performance period using two performance metrics, Return on Average Tangible Common Equity (“ROATCE”) and cumulative compounded diluted Earnings Per Share Growth (“EPS Growth”), both adjusted for incentive calculation purposes and further described below (for non-GAAP reconciliation information, see Appendix F). The design and its associated goals were determined by considering financial and operational expectations related to our strategic planning process for the January 1, 2025, through December 31, 2027, performance period. The CHR Committee also determined the grants would be made on April 1, 2025. Additional performance details include the following: ◼Performance Metrics – The CHR Committee determined that the 2025 performance-based grants would maintain the two metrics for measurement as utilized in the 2023-2025 and 2024-2026 design, ROATCE and EPS Growth. In making its decision, the CHR Committee noted that given market expectations, both measures remained the most critical long-term performance metrics to align management with shareholder value creation. ◼Performance Measurement – In measuring performance, the CHR Committee determined that ROATCE and EPS Growth would be measured utilizing a performance matrix that considers both absolute and relative performance, each with an equal weight of 25%. Absolute performance requirements would be based on the expectations for Regions’ own three-year business plan while relative performance would be measured against the performance of peers along a continuum that ranges from zero to 150% of target. ◼Evaluating Relative Performance – At the end of the three‑year performance period, all companies in the performance peer group are ranked from highest to lowest, and Regions’ position is converted into a percentile (see page 72 for a full description of the peer group). For the relative ROATCE metric, and based on the 14‑bank peer group (including Regions), Regions must finish seventh or better (i.e., above the median) to earn a payout above target, while an eighth‑place ranking results in a below‑target payout. For the relative EPS growth metric, which is measured only for the 12 banks with non‑negative EPS to start the period (including Regions), Regions must finish sixth or better to earn an above‑target payout, while a seventh‑place ranking produces a below‑target payout. In all cases, results that fall between threshold points are paid out using straight‑line interpolation. ◼Calculation of Performance Metrics – In continued response to the 2020 CECL accounting changes and in keeping with the annual cash incentive plan design, the CHR Committee sought to insulate incentive performance from volatility related to CECL credit loss provisioning. As a result, net charge-offs, which better reflects actual performance, was substituted for provision in the absolute performance calculation for both ROATCE and EPS Growth. Additionally, the CHR Committee approved eliminating Accumulated Other Comprehensive Income (“AOCI”) from the denominator of the absolute performance calculation for ROATCE in order to mute the effect of volatile interest rate changes on market value adjustments that are reflected in tangible common equity. These adjustments are consistent with the prior year plan design. For non-GAAP reconciliation information, see Appendix F. Relative performance against peers for both metrics will be determined on a traditional GAAP basis.

  69. LTIP Design for 2025 - 2027 Performance Period

    | Regions Financial Corporation | 2026 Proxy Statement | 69 |

  70. LTIP Design for 2025 - 2027 Performance Period

    The following matrices set forth how the performance of ROATCE and EPS Growth for compensation purposes translates into the ultimate payout level of the PSUs and PCUs granted in 2025:

  71. LTIP Design for 2025 - 2027 Performance Period

    | ROATCE Metric — 50% Weight | | | | | | | | | | Peer Group | | Payout Opportunity for ROATCE Goal | | | | | | Relative ROATCE (3-year Average) | Max | 75 %ile | 50% | 75% | 100% | 125% | 150% | | | Target | 50 %ile | 25% | 50% | 75% | 100% | 125% | | | Thresh. | 25 %ile | 0% | 25% | 50% | 75% | 100% | | | | | Significantly Below Target | Below Target | Slightly Below Target | Target | Above Target | | | | | Regions’ Absolute Adjusted ROATCE (3-year average) | | | | |

  72. LTIP Design for 2025 - 2027 Performance Period

    | EPS Growth Metric — 50% Weight | | | | | | | | | | Peer Group | | Payout Opportunity for EPS Growth Goal | | | | | | Relative EPS Growth (3-year cumulative CAGR) | Max | 75 %ile | 50% | 75% | 100% | 125% | 150% | | | Target | 50 %ile | 25% | 50% | 75% | 100% | 125% | | | Thresh. | 25 %ile | 0% | 25% | 50% | 75% | 100% | | | | | Significantly Below Target | Below Target | Slightly Below Target | Target | Above Target | | | | | Regions’ Absolute Adjusted EPS Growth (3-year cumulative CAGR) | | | | | | ”CAGR” - Compound Annual Growth Rate | | | | | | | |

  73. LTIP Design for 2025 - 2027 Performance Period

    Performance targets and the payout percentages generated for each level of long-term incentive performance are determined each year by the CHR Committee based on Company budgets and goals, as well as known prevailing economic conditions. We do not disclose the internal absolute performance targets set for the three-year performance period in the above matrix because such disclosure could be construed as earnings guidance. The CHR Committee believes the target levels for absolute performance are challenging, yet achievable. While we do not disclose forward-looking goals, we commit to disclosing target performance and performance achievement in the CD&A each year as performance awards vest. Though the matrix above does not include goals, it demonstrates the expectation of a 0% payment if we do not meet approximately one-half of the cumulative amount projected, as part of our strategic planning process, for the three-year period ending December 31, 2027.

  74. LTIP Design for 2025 - 2027 Performance Period

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  75. Payout of 2023-2025 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

    Payout of 2023-2025 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

  76. Payout of 2023-2025 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

    | It is important to note that the CHR Committee considers LTIP awards as compensation for the year in which the award is granted. As a result, there are multiple differences between how the CHR Committee views compensation and the SEC reporting requirements that impact this year’s Summary Compensation Table. These differences are described below: | | | | | | | | | | ◼The CHR Committee considers the entirety of the 2025-2027 LTIP award as compensation given to the NEOs at the time of the grant – in April 2025. In contrast, the SEC views only the equity-denominated portion of the award to be 2025 compensation and will not consider the performance-based cash unit awards (PCUs) to be compensation until the end of the performance period when the LTIP awards fully vest. Due to this difference, the equity-denominated awards (PSUs and RSUs) are reported in the Summary Compensation Table under the “Stock Awards” column in the year the grant is made. However, the PCUs, with the same performance period and vesting date, will not be reported as compensation until the value of the cash is earned at the end of the performance vesting period in 2027. ◼An additional difference between SEC reporting requirements and the CHR Committee’s view of compensation relates to the reported value of stock-based awards. The SEC rules require that companies report the value of equity-denominated awards in the “Stock Awards” column of the Summary Compensation Table in the year they are granted. This is the same way the CHR Committee considered these awards. However, there is a difference in the values noted in the table below and the values reported in the Summary Compensation Table due to the way we determine the number of shares each NEO will receive after the CHR Committee has established the monetary value of an award. To determine the number of PSUs and RSUs, we divide the monetary award value by the 30-day average closing price of Regions common stock prior to the grant date to minimize any impact of day-to-day stock price changes on the number of shares granted. The 30-day average for 2025 was $21.79. However, SEC rules require us to report the grant date fair value of shares in our tables. For grants made in 2025, the fair value for RSUs and PSUs was the closing price on the date of grant, which was $21.57 per share. ◼The CHR Committee considers the entirety of the 2023-2025 LTIP award as compensation given to the NEOs at the time of the grant – in April 2023. However, the SEC requires awards denominated as cash awards (such as Regions PCUs) be reported in the year that they vest, rather than in the year they are granted. As such, the Summary Compensation Table includes the value of the 2023 PCU awards in its totals and does not include the similar grant values from PCUs granted as a part of the 2025 grant cycle described on pages 67-70. | | | | | | | | To understand the value reported in the Summary Compensation Table related to PCU awards, the following is a summary of the 2023 award. The 2023 PCU award was subject to a three-year performance period that ended on December 31, 2025. The following table sets forth the performance metrics achieved for the performance period and the percent of target earned by the NEOs as of the end of 2025: | | | | | | | | | | | | 2023 - 2025 Performance-Based Award Results | | | | | | Performance Metrics and Weights | | | Target | Performance | Payout | Weight | Payout % of Target | | Absolute ROATCE(1) | | 25% | 19.5% | 16.2% | 94% | 50% | 47% | | Relative ROATCE | | 25% | 50th percentile | 96th percentile | | | | | Absolute EPS Growth (3-year Cumulative CAGR)(1) | | 25% | 8.5% | (3.6)% | 36% | 50% | 18% | | Relative EPS Growth (3-year Cumulative CAGR) | | 25% | 50th percentile | 61st percentile | | | | | Final Results | | | | | | | 65% | | (1)Non-GAAP measure - see reconciliation for LTIP metrics in Appendix F. ”CAGR” - Compound Annual Growth Rate In addition to the performance metrics listed above, Regions met the standards for liquidity and capital deployment throughout the 2023-2025 vesting period; therefore, no adjustment was made to the award. | | | | | | | | | Name | | | | 2023 Target PCUs Granted ($) | Payout % of Target (%) | | Value of PCUs Received ($) | | John M. Turner Jr. | | | | 1,866,667 | 65 | | 1,213,334 | | David J. Turner, Jr. | | | | 500,000 | 65 | | 325,000 | | C. Dandridge Massey | | | | 400,000 | 65 | | 260,000 | | David R. Keenan | | | | 400,000 | 65 | | 260,000 |

  77. Payout of 2023-2025 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

    | Regions Financial Corporation | 2026 Proxy Statement | 71 |

  78. Payout of 2023-2025 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

    Below is an alternative compensation table that details how the CHR Committee views NEO compensation for 2025, which differs from the Summary Compensation Table required by the SEC and included in the section Executive Compensation Tables and Other Information, as described above. Note that this table is not intended to replace the Summary Compensation Table; rather, it is provided to give shareholders additional clarity and context.

  79. Payout of 2023-2025 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

    | 2025 Alternative Compensation Table | | | | | | | | | | | | | Long-Term Awards ($) | | | | | | Name | Principal Position | Base Salary ($) | Stock Awards ($) | Non Equity LTI Granted (Cash)($) | Annual Cash Incentive ($) | Total ($) | | | John M. Turner, Jr. | Chairman, President and CEO | 1,190,385 | 4,266,667 | 2,133,333 | 3,099,762 | 10,690,147 | | | David J. Turner, Jr. | Chief Financial Officer | 725,192 | 1,166,667 | 583,334 | 1,248,238 | 3,723,431 | | | C. Dandridge Massey | Chief Enterprise Operations & Technology Officer | 663,077 | 1,000,000 | 500,000 | 1,079,158 | 3,242,235 | | | David R. Keenan | Chief Administrative Officer | 645,192 | 1,000,000 | 500,000 | 966,047 | 3,111,239 | | | Russell K. Zusi | Chief Risk Officer | 650,000 | 1,000,000 | 500,000 | 973,245 | 3,123,245 |

  80. Payout of 2023-2025 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

    ◼The above table summarizes the entire value of the long-term incentive grants made to NEOs in 2025 for the 2025-2027 performance years in the “Long-Term Awards” columns. The annual grant consisted of three equal parts, RSUs, PSUs, and PCUs, which are all subject to future performance goals and/or vesting. The economic value as determined in early 2025 of both the stock and non-equity (i.e., cash) portions of the 2025 grant is reflected in this table and is considered 2025 compensation by the CHR Committee. ◼Under rules established by the SEC, the Summary Compensation Table reports only the portion of the long-term incentive grant delivered in the form of stock equivalents in the year granted. Cash awards from the 2025 grant will not be reflected in the Summary Compensation Table until the year they are earned, which, for 2025 grants, is the year ending December 31, 2027, to be paid in 2028. Similarly, the Summary Compensation Table reports the value of the cash performance portion of the 2023 long-term incentive grant in the “Non-Equity Incentive Plan Compensation” column because the performance period for that award ended as of December 31, 2025. The 2023 performance grant was earned at 65% of target. The value of this award is not included in the table above because it was considered by the CHR Committee to be 2023 compensation, although subject to future performance criteria. ◼The Summary Compensation Table also reports the following items that are not included in the table above: (i) change in pension value, (ii) nonqualified deferred compensation earnings, and (iii) compensation associated with perks, benefits, and other miscellaneous items, which is referred to as All Other Compensation in the Summary Compensation Table.

  81. USE OF PEER GROUPS FOR BENCHMARKING PURPOSES

    USE OF PEER GROUPS FOR BENCHMARKING PURPOSES To inform its decision‐making, the CHR Committee utilizes two peer groups: one to benchmark executive compensation and one to benchmark corporate performance. Although the peer groups are similar, the CHR Committee believes compensation measures should be reviewed against financial institutions with executive positions that are most similar in breadth and scope to Regions and represent the financial institutions that compete with Regions for our top executive talent. Performance is more appropriately measured against a broad group of financial institutions that investors would consider in competition with Regions for their investment dollars. In conjunction with its independent compensation consultant, the CHR Committee reviews both peer groups each year.

  82. Compensation Peer Group

    Compensation Peer Group In determining the competitiveness of compensation compared to the market, the CHR Committee, with the assistance of its independent compensation consultant, regularly reviews the compensation of our executive officers against the Company’s compensation peer group and against survey data from a larger segment of companies within the financial services industry. While we do not specifically benchmark each individual Regions position to specific job matches within these peer companies, we use the information from these peers to assist the CHR Committee in evaluating the competitiveness of the compensation of our executive team, including the NEOs covered in this proxy statement. The CHR Committee believes that peer group construction revolves around finding a balance between including relative companies that match Regions in size and focus and enough companies to make comparisons meaningful. The companies listed below are those that the CHR

  83. Compensation Peer Group

    | 72 | Regions Financial Corporation | 2026 Proxy Statement |

  84. Compensation Peer Group

    Committee believes are appropriate for compensation benchmarking purposes due to industry, asset size, revenue, and market capitalization. The CHR Committee approved the performance peer group without changes for 2025. In addition to reviewing compensation peer group information annually, the CHR Committee’s independent compensation consultant periodically reviews the Company’s total compensation program against broader financial services industry survey data compiled by other sources (including compensation surveys prepared for the financial services industry by McLagan, a leading performance/reward consulting and benchmarking firm focused specifically on the financial services industry). All of this information is used by the CHR Committee when it considers the competitiveness and appropriateness of the amount and composition of pay at Regions.

  85. Performance Peer Group

    Performance Peer Group For purposes of measuring relative performance under our Long Term Incentive Plan, we use a peer group that is slightly different from the one utilized for compensation analysis. The key driver for performance peer group selection is business similarities. The CHR Committee, with the assistance of its independent compensation consultant, looks for a focus on retail, consumer, and corporate banking with a regional/geographic focus. Though the CHR Committee also considers size, it is not a key determining factor due to its lack of material impact on performance comparisons, especially when related to its impact on compensation comparisons. The CHR Committee approved the performance peer group without changes for 2025. The 2025 compensation and performance peer groups are presented below:

  86. Performance Peer Group

    | Company | Ticker | 12/31/2025 Assets ($ in millions) | 12/31/2025 Market Cap ($ in millions) | Compensation Peer Group | Performance Peer Group | | U.S. Bancorp | USB | 692,345 | 82,945 | | | | PNC Financial Services Group, Inc. | PNC | 573,572 | 81,855 | | | | Truist Financial Corporation | TFC | 547,538 | 62,952 | | | | First Citizens Bancshares Inc. | FCNCA | 229,698 | 26,301 | | | | Citizens Financial Group Incorporated | CFG | 226,351 | 25,086 | | | | Fifth Third Bancorp | FITB | 214,376 | 30,942 | | | | M&T Bank Corporation | MTB | 213,510 | 30,966 | | | | Huntington Bancshares Incorporated | HBAN | 225,106 | 27,203 | | | | KeyCorp | KEY | 184,381 | 22,413 | | | | Regions Financial Corporation | RF | 158,814 | 23,763 | | | | Zions Bancorporation | ZION | 88,990 | 8,643 | | | | First Horizon Corporation | FHN | 83,876 | 11,768 | | | | Comerica Incorporated | CMA | 80,074 | 11,105 | | | | Synovus Financial Corporation | SNV | 61,359 | 6,948 | | | | Hancock Whitney Corporation | HWC | 35,473 | 5,324 | | |

  87. Performance Peer Group

    The above-noted peer groups are not the same as the group of companies that comprise the S&P 500 Banks Index, which is the index included in the stock performance chart presented in Regions’ Annual Report on Form 10-K for the year ending December 31, 2025. Each of these peer groups represents a smaller group of financial institutions tailored primarily by asset size, core business services, geographic similarity, and alignment to the principles for each type of measurement.

  88. Performance Peer Group

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  89. Performance Peer Group

    Other Benefits and Perks In addition to the compensation elements described above, NEOs participate in limited perk programs and other benefits programs, many of which are available to all associates.

  90. Pension Benefits Compensation

    Pension Benefits Compensation The Pension Benefits description and table beginning on page 90 include a more detailed description of retirement benefits and a calculation of the value of pension benefits for each NEO. In addition, the Summary Compensation Table provides a value that represents the change in the lump sum value of pension benefits from 2024 to 2025. Several factors influence the calculation of this change. For most participants, the change is a result of additional years of service, the passage of time, and changes in the discount rate and actuarial mortality table.

  91. Pension Benefits Compensation

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  92. Understanding the Annual Change in Pension Value

    | No additional pension benefits | ◼2025 annual change in pension value is not due to any modifications to the existing pension program or formulas. ◼Regions’ Retirement Plan was closed to new participants in 2007; less than 10% of our associates remain participants in the plan. | | Annual changes primarily driven by macroeconomic and non-performance factor changes | ◼For most participants, the change in value is a result of an additional year of service, the passage of time, and changes in the discount rate and mortality table. ◼Form of payment election also impacts the assumptions used to determine the value of the benefit. Should the participant change their payment election, Regions would be required to change the method by which the annual change in pension value is determined. ◼Traditional pension plans are extremely sensitive to interest rate changes, which are macroeconomic factors out of the Company’s control. ◼Unlike the annual and long-term incentive plans, which are performance-based, pension values are driven mostly by non-performance factors. ◼Our SERP benefit formula is a “final average earnings” formula using the highest three consecutive years of eligible compensation. As a result, increases in eligible compensation can have a significant impact on the change in pension value when the years of higher pay replace lower values in the three-year average calculation. |

  93. Tax Liabilities

    Tax Liabilities Any perquisites that result in a personal benefit are imputed as income to the executive in accordance with Internal Revenue Service rules. NEOs are personally responsible for all taxes on this income. The Company does not gross up the income to cover taxes for NEOs. Change-in-Control and Other Severance Protections Regions maintains change‑in‑control and severance protections designed to support leadership stability, reinforce alignment with shareholder interests, and remain competitive.

  94. POTENTIAL SEVERANCE PAYMENTS

    POTENTIAL SEVERANCE PAYMENTS In an effort to increase transparency, promote fair and equitable treatment among associates in like positions, and improve executive recruiting efforts, Regions established the Regions Financial Corporation Executive Severance Plan (the “Executive Severance Plan”), effective January 1, 2020, which provides standardized severance terms for eligible executives, including NEOs other than the CEO. Under the Executive Severance Plan, if an eligible executive is terminated by Regions other than for cause outside of a change‑in‑control context, the executive is entitled to accrued compensation and benefits, 18 months of base salary, and a pro‑rated annual bonus based on the average annual bonus during the three years preceding the year in which the termination occurred. All amounts are payable as a single lump sum following the execution of a release of claims against the Company.

  95. POTENTIAL CHANGE-IN-CONTROL PAYMENTS

    POTENTIAL CHANGE-IN-CONTROL PAYMENTS In the event of a change-in-control, all NEOs are covered by either a legacy change‑in‑control agreement or the Executive Severance Plan, each of which provides benefits only upon a qualifying termination (i.e., a termination without “cause” or a resignation for “good reason” during a specified protection window before or after a change-in-control). This double‑trigger design ensures that benefits are provided only when an executive actually loses their position in connection with a change‑in‑control, rather than simply because a transaction occurs. These arrangements help ensure that key associates (including our NEOs) can remain focused on evaluating and pursuing strategic opportunities that may benefit shareholders, without concern for personal job security, while maintaining a structure aligned with market practice and shareholder expectations. For the three NEOs with legacy individual agreements, if a qualifying termination occurs within two years following a change‑in‑control, the NEO receives accrued compensation and benefits, plus a cash severance payment equal to a multiple of base salary and the NEO’s average annual bonus during the prior three years, as well as a pro‑rated annual bonus for the year of termination. Under these agreements, our CEO is eligible for a 3× multiple and benefit continuation under our welfare benefits plans for the three-year period following termination, while Mr. D. Turner and Mr. Keenan are eligible for a 2× multiple and benefit continuation under our welfare benefits plans for the two-year period following termination. Agreements executed after February 2011 do not provide excise tax gross‑ups, so our CEO’s post-2011 agreement does not include any gross-up protections; however, Mr. D. Turner and Mr. Keenan hold pre‑2011 agreements that contain grandfathered provisions that provide for additional benefits in the event that change-in-control payments and benefits (referred to as “parachute payments”) become subject to the excise tax under IRC Section 4999. Mr. D. Turner and Mr. Keenan have agreements that require Regions to make an additional payment covering the excise tax under IRC Section 4999, as well as any income tax on the excise tax payment and any penalty and interest that might be due (sometimes referred to as “Section 280G gross up payments”). However, if parachute payments do not exceed 110% of the greatest amount that could be paid without triggering the excise tax (the “Safe Harbor Amount”), then those payments and benefits will be reduced to that amount. The agreement for Mr. J. Turner does not provide for Section 280G gross up payments and stipulates that in the event severance benefits are subject to the terms of IRC Section 4999, amounts payable (under the change-in-control agreement or otherwise) would be reduced to the Safe

  96. POTENTIAL CHANGE-IN-CONTROL PAYMENTS

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  97. POTENTIAL CHANGE-IN-CONTROL PAYMENTS

    Harbor Amount if the reduction would result in receiving a greater after-tax amount. None of the individual agreements provide severance benefits outside a change‑in‑control‑related termination. Mr. Massey and Mr. Zusi are covered under the change-in-control provisions provided for in the Executive Severance Plan, which provides enhanced benefits upon a qualifying termination that occurs six months prior to, or two years following a change-in-control, including accrued compensation and benefits, plus a severance payment equal to a multiple of base salary and three‑year average bonus, plus a prorated bonus for the year of termination and a cash payment equal to benefit continuation for two years following termination. Both are eligible for a 2× multiple of pay upon a qualifying change‑in‑control termination. The Executive Severance Plan expressly prohibits tax gross‑ups. If a NEO’s employment is terminated by Regions for “cause,” or by reason of death, disability, or resignation other than for “good reason” during the change-in-control period, Regions’ liability is limited to accrued but unpaid compensation and benefits. All amounts are payable as a single lump sum following the execution of a release of claims against the Company. For additional information, including definitions of “cause,” “good reason,” and “change-in-control,” see the subsection entitled Potential Payments by Regions Upon Termination or Change-in-Control. Compensation Oversight, Governance, and Risk Considerations

  98. COMPENSATION CONSULTANT DISCLOSURE

    COMPENSATION CONSULTANT DISCLOSURE During 2025, the CHR Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) to provide independent information and consultation regarding the design and implementation of our executive compensation programs. FW Cook is a nationally recognized compensation consulting firm serving a large number of Fortune 500 companies and is engaged by and performs work solely for the CHR Committee. It is the CHR Committee’s view that its compensation consultant and any other advisors should be able to render candid and direct advice independent of management’s influence, and numerous steps have been taken to satisfy this objective. Annually, and most recently in December 2025, the CHR Committee considers the independence of FW Cook in light of current SEC rules and NYSE listing standards. The CHR Committee requested and received a letter from FW Cook addressing its independence, including the following factors: ◼other services provided to Regions by FW Cook; ◼fees paid by Regions as a percentage of FW Cook’s total revenue; ◼policies or procedures maintained by FW Cook that are designed to prevent a conflict of interest; ◼any business or personal relationships between the individual consultants involved in the engagement and a member of the CHR Committee; ◼any Regions equity securities owned by the individual consultants involved in the engagement and certain of their family members; and ◼any business or personal relationships between Regions’ executive officers and FW Cook or the individual consultants involved in the engagement. The CHR Committee discussed these considerations and concluded that no conflict of interest exists. FW Cook reports directly to the CHR Committee and engages with the CHR Committee Chair and members without the presence of management. Additionally, they work with Regions’ management, at the direction of the CHR Committee, to obtain information and further the CHR Committee’s goals. FW Cook does not do any work for executive management and, other than advising the CHR Committee as described, provided no other services to Regions in 2025. The scope of services provided by FW Cook for the CHR Committee during 2025 included: ◼Attending all CHR Committee meetings; ◼Advising the CHR Committee regarding matters related to executive succession planning, retirement, and transition; ◼Providing the CHR Committee with analysis of competitive market data to assist in establishing target levels for compensation components, such as base salary levels, annual incentives, long-term performance awards, and benefit levels for executive management; ◼Assisting the CHR Committee with the evaluation and establishment of the design and construct of the short-term and long-term incentive programs for 2025 and 2026, including values, opportunity levels, performance metrics, targets (including thresholds and maximums), performance curves, peer group comparisons, and risk mitigants to be included in the plan; ◼Advising the CHR Committee with respect to year-end compensation determinations based on performance evaluations and other factors, including succession planning and related considerations; ◼Providing competitive market practices regarding Director compensation targets and programs; ◼Advising the CHR Committee regarding regulatory and compliance issues and the development of leading best practices and market competitive information with respect to compensation guidelines established by the SEC, the Federal Reserve, and other banking regulatory bodies; and ◼Providing current trend information on industry and executive compensation issues.

  99. COMPENSATION CONSULTANT DISCLOSURE

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  100. EQUITY GRANT POLICIES AND PRACTICES

    EQUITY GRANT POLICIES AND PRACTICES A grant of equity compensation to eligible key associates is generally made on an annual basis. Although the Company does not currently plan to issue stock option grants under the 2025 LTIP, the plan requires that the exercise price for options be no less than the closing price of Regions common stock on the date of the grant in the event this practice resumes. The CHR Committee has adopted a schedule and process of reviewing the program provisions and grant levels in the first quarter of the year to coincide with the annual performance management compensation review process established by the Company for all associates. As a part of that process each year, the CHR Committee will pre-establish a grant date for grants to eligible associates subject to the needs and business considerations of the Company. In keeping with long-standing practice, the equity grants to all eligible key associates were made on April 1, 2025. The CHR Committee specifically approves all grants of equity compensation to executive officers and Directors, as well as other officers covered by Section 16(a) of the Exchange Act. The CHR Committee has delegated authority to the CEO to determine and approve annual grants, as well as modify outstanding grants, to other key associates within the limits and budgets established each year as part of the CHR Committee’s consideration of the annual grant program guidelines. From time to time, the Company may find it necessary to issue special grants to new hires or other key associates outside of the normal grant process. The CHR Committee also has delegated authority to the CEO to determine the need for and value of these grants. For these grants, the CHR Committee’s policy provides that grants will be made on the first business day of the calendar quarter following the hire date or the determination for the need to grant an award for retention purposes. This timing was chosen to prevent even an appearance that either management or the associate could manipulate the pricing date and also to reduce the administrative and accounting burden that would be created by multiple grant dates. Any grants made by the CEO are reported to the CHR Committee on a regular basis each year. The Company does not grant RSUs, PSUs or PCUs to our executive officers in anticipation of the release of significant earnings announcements or other material nonpublic information (“MNPI”) likely to result in changes to the price of our common shares. Similarly, we do not time the release of MNPI based on equity award grant dates. In the event MNPI becomes known to the CHR Committee prior to granting an equity award, the CHR Committee will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety.

  101. ACCOUNTING FOR STOCK-BASED COMPENSATION

    Executive Compensation Tables and Other Information The following tables, narratives, and footnotes contain compensation information about our Chairman, President and CEO; our CFO; and our three other most highly paid executive officers for the year ended December 31, 2025, collectively our NEOs. Summary Compensation Table Below is a brief summary of the components of Regions’ pay programs included in each column of the Summary Compensation Table: Salary – The “Salary” column includes the base salary amounts for each NEO for the fiscal years indicated. New base salary amounts are generally effective on March 1 of each year. Stock Awards – Equity awards granted in 2025 were composed of Performance Share Units (“PSUs”) and Restricted Share Units (“RSUs”) and are reported in the “Stock Awards” column at the grant date fair value. The grant date fair value does not correspond with the amounts that may be eventually realized relative to these awards. Any benefit from these awards depends on the future value of Regions common stock, the satisfaction of time-based vesting requirements, and the attainment of performance requirements in the case of PSUs. For more detail regarding the stock awards for NEOs, see the CD&A and the Grants of Plan-Based Awards table. Non-Equity Incentive Plan Compensation – The amounts in the “Non-Equity Incentive Plan Compensation” column represent annual incentives earned for 2025 performance under our annual incentive plan as described in the CD&A and paid in early 2026. Also included in this amount is the value of the 2023 Performance Cash Units (“PCUs”) for the performance period ended December 31, 2025. While the value of these PCU awards has been determined, they remain subject to service-based vesting until April 3, 2026, and will be payable as of that date. The SEC rules require us to report these values in the Summary Compensation Table for the year that represents the final performance year of the grant. However, the CHR Committee does not consider these awards as current compensation, but rather compensation for the year in which the grant was issued. For more information on how the CHR Committee views awards compared to how the SEC requires us to report awards, see page 71 of the CD&A. Change in Pension Value and Nonqualified Deferred Compensation Earnings – This column includes the change in pension value for each NEO, which is the difference in the total present value of accrued benefit on December 31, 2025, minus the total present value of accrued benefit on December 31, 2024. For additional information about pension benefits, refer to the Regions Retirement Programs subsection of the CD&A and to the Pension Benefits subsection and table in the Executive Tables and Other Information section. As for nonqualified deferred compensation earnings, none of the NEOs receive above-market or preferential earnings on their nonqualified deferred compensation accounts. More information regarding the provisions of the nonqualified deferred compensation plans in which the NEOs participate can be found on page 92. For most participants, the change is a result of an additional year of service, the passage of time, and changes in discount rate and actuarial mortality table. Notably, due to the election to freeze his SERP benefit and transfer the value of that benefit to the Excess 401(k) Plan, the Summary Compensation Table continues to reflect a significantly lower change in pension value for Mr. D. Turner when compared to previous years. All Other Compensation – Amounts in the “All Other Compensation” column represent the aggregate dollar amount for each NEO for perquisites, other personal benefits, and additional compensation items not disclosed in other columns of the Summary Compensation Table. Items may include the value of financial planning services, personal use of corporate aircraft, an enhanced executive physical, home security, relocation services, as well as matching charitable gift contributions. “All Other Compensation” also includes the value of Company contributions to the 401(k) Plan and the Excess 401(k) Plan. Total – This column represents the sum of all columns for each of the NEOs, and includes all amounts earned by the NEO, including any amounts that may have been deferred for tax purposes.

  102. ACCOUNTING FOR STOCK-BASED COMPENSATION

    | Summary Compensation Table | | | | | | | | | | | | | Name & Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | Total Without Change in Pension Value ($) | | | John M. Turner, Jr. Chairman, President and Chief Executive Officer | 2025 | 1,190,385 | — | 4,223,579 | 4,313,096 | — | 310,369 | 10,037,428 | 10,037,428 | | | | 2024 | 1,140,577 | — | 4,117,592 | 4,988,730 | — | 279,113 | 10,526,012 | 10,526,012 | | | | 2023 | 1,095,481 | — | 3,624,103 | 4,147,280 | 25,161 | 330,753 | 9,217,718 | 9,192,557 | | | David J. Turner, Jr. (6) Chief Financial Officer | 2025 | 725,192 | — | 1,154,901 | 1,573,238 | 170,573 | 122,167 | 3,746,071 | 3,575,498 | | | | 2024 | 705,000 | — | 1,116,614 | 1,742,538 | 980,011 | 102,513 | 4,646,676 | 3,666,665 | | | | 2023 | 702,289 | — | 970,731 | 1,349,263 | 2,733,285 | 137,810 | 5,893,378 | 3,160,093 | | | C. Dandridge Massey Chief Enterprise Operations and Technology Officer | 2025 | 663,077 | 500,000 | 989,890 | 1,339,158 | — | 129,593 | 3,621,718 | 3,621,718 | | | | 2024 | 645,289 | — | 977,052 | 976,805 | — | 102,825 | 2,701,971 | 2,701,971 | | | | 2023 | 620,481 | — | 776,607 | 508,050 | — | 25,240 | 1,930,378 | 1,930,378 | | | David R. Keenan Chief Administrative Officer | 2025 | 645,192 | — | 989,890 | 1,226,047 | 981,407 | 100,488 | 3,943,024 | 2,961,617 | | | | 2024 | 620,289 | — | 907,272 | 1,340,511 | — | 89,158 | 2,957,230 | 2,957,230 | | | | 2023 | 590,962 | — | 776,607 | 1,045,044 | 179,336 | 110,803 | 2,701,572 | 2,522,236 | | | Russell K. Zusi (7) Chief Risk Officer | 2025 | 650,000 | — | 989,890 | 973,245 | — | 130,102 | 2,743,237 | 2,743,237 | | | | 2024 | 637,500 | 1,550,000 | 6,477,046 | 887,814 | — | 48,901 | 9,601,261 | 9,601,261 |

  103. ACCOUNTING FOR STOCK-BASED COMPENSATION

    | Grants of Plan-Based Awards | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | Name | Grant Date | Threshold ($) (1) | Target ($) | Maximum ($) | Threshold (#) (1) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | | John M. Turner, Jr. | 01/01/25(3) | — | 2,380,769 | 4,761,538 | | | | | | | | | 04/01/25(4) | — | 2,133,334 | 3,200,001 | — | 97,904 | 146,856 | 97,904 | 4,223,579 | | | David J. Turner, Jr. | 01/01/25(3) | — | 906,491 | 1,812,982 | | | | | | | | | 04/01/25(4) | — | 583,334 | 875,001 | — | 26,771 | 40,157 | 26,771 | 1,154,901 | | | C. Dandridge Massey | 01/01/25(3) | — | 828,846 | 1,657,692 | | | | | | | | | 04/01/25(4) | — | 500,000 | 750,000 | — | 22,946 | 34,419 | 22,946 | 989,890 | | | David R. Keenan | 01/01/25(3) | — | 741,971 | 1,483,942 | | | | | | | | | 04/01/25(4) | — | 500,000 | 750,000 | — | 22,946 | 34,419 | 22,946 | 989,890 | | | Russell K. Zusi | 01/01/25(3) | — | 747,500 | 1,495,000 | | | | | | | | | 04/01/25(4) | — | 500,000 | 750,000 | — | 22,946 | 34,419 | 22,946 | 989,890 |

  104. ACCOUNTING FOR STOCK-BASED COMPENSATION

    | Outstanding Equity Awards at December 31, 2025 | | | | | | | | | | | Stock Awards (1) | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: # of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(1) (b) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) (2) | | | John M. Turner, Jr. | 04/03/23 | 97,527 | 2,642,982 | 63,393 | 1,717,950 | | | | 04/01/24 | 106,900 | 2,896,990 | 106,900 | 2,896,990 | | | | 04/01/25 | 99,917 | 2,707,751 | 99,917 | 2,707,751 | | | David J. Turner, Jr. | 04/03/23 | 26,123 | 707,933 | 16,980 | 460,158 | | | | 04/01/24 | 28,989 | 785,602 | 28,989 | 785,602 | | | | 04/01/25 | 27,321 | 740,399 | 27,321 | 740,399 | | | C. Dandridge Massey | 04/03/23 | 20,899 | 566,363 | 13,584 | 368,126 | | | | 04/01/24 | 25,366 | 687,419 | 25,366 | 687,419 | | | | 04/01/25 | 23,418 | 634,628 | 23,418 | 634,628 | | | David R. Keenan | 04/03/23 | 20,899 | 566,363 | 13,584 | 368,126 | | | | 04/01/24 | 23,554 | 638,313 | 23,554 | 638,313 | | | | 04/01/25 | 23,418 | 634,628 | 23,418 | 634,628 | | | Russell K. Zusi(3) | 01/02/24 | 192,307 | 5,211,520 | — | — | | | | 04/01/24 | 25,366 | 687,419 | 25,366 | 687,419 | | | | 04/01/24 | 24,319 | 659,045 | — | — | | | | 04/01/25 | 23,418 | 634,628 | 23,418 | 634,628 |

  105. ACCOUNTING FOR STOCK-BASED COMPENSATION

    | Option Exercises and Stock Vested | | | | | | | Stock Awards | | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | | John M. Turner, Jr. | 187,088 | 4,035,488 | | | David J. Turner, Jr. | 53,453 | 1,152,981 | | | C. Dandridge Massey | 17,516 | 423,362 | | | David R. Keenan | 35,636 | 768,669 | | | Russell K. Zusi | 64,103 | 1,491,036 |

  106. RETIREMENT PLAN

    RETIREMENT PLAN The Retirement Plan is a qualified defined benefit plan providing for a lifetime monthly annuity following retirement. Benefits earned by our NEOs under the Retirement Plan are generally based on the following formula:

  107. RETIREMENT PLAN

    | NEO Retirement Plan Benefits Formula | | | | | | 1.3% of “Average Monthly Earnings” up to Covered Compensation | | 1.8% of “Average Monthly Earnings” in excess of Covered Compensation | | Years of Service up to a maximum of 30 total years | | | | | | |

  108. RETIREMENT PLAN

    “Average Monthly Earnings” is defined as the average of the highest five consecutive years of base compensation within the last 10 years of service, and “Covered Compensation” is defined as the estimated average maximum amount of a participant’s earnings on which Social Security benefits will be based assuming that in each year of the participant’s working career, the participant’s wages equaled the Social Security Taxable Wage Base. Any accrued benefit under the Retirement Plan is generally 100% vested after five years of service. While the Retirement Plan defines normal retirement age as age 65, there is no reduction in benefits due to age after a participant has reached age 62. Upon separation of service, benefits are payable as early as age 55, although between age 55 and 62, benefits are subject to a reduction for early payment. Mr. D. Turner and Mr. Keenan participate in the Retirement Plan. While Mr. J. Turner has a vested benefit in the Retirement Plan that he earned during a previous period of employment, he is no longer accruing additional benefits because he was rehired subsequent to the closure of the Retirement Plan. Mr. Massey and Mr. Zusi do not participate in the Retirement Plan.

  109. SERP

    | | | | Pension Benefits | | | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1) | Payments During Last Fiscal Year ($) | | John M. Turner, Jr. | Regions Retirement Plan for Associates (2) | 9 | 84,142 | — | | | Regions Post 2006 SERP (3) | N/A | N/A | N/A | | David J. Turner, Jr. | Regions Retirement Plan for Associates | 20 | 1,284,061 | — | | | Regions Post 2006 SERP (4) | N/A | — | — | | C. Dandridge Massey | Regions Retirement Plan for Associates (5) | N/A | N/A | N/A | | | Regions Post 2006 SERP (5) | N/A | N/A | N/A | | David R. Keenan | Regions Retirement Plan for Associates | 22 | 1,158,432 | — | | | Regions Post 2006 SERP(6) | 22 | — | 6,097,317 | | Russell K. Zusi | Regions Retirement Plan for Associates (7) | N/A | N/A | N/A | | | Regions Post 2006 SERP (7) | N/A | N/A | N/A |

  110. SERP

    | | | Nonqualified Deferred Compensation | | | | | | Name | | Executive Contributions in 2025 ($) (1) | Company Contributions in 2025 ($) (2) | Aggregate Earnings (Losses) in 2025 ($) (3) | Aggregate Withdrawals/ Distributions ($) (4) | Aggregate Balance at December 31, 2025 ($) (5) | | John M. Turner, Jr. (6) | Excess 401(k) Plan | 297,085 | 166,331 | 2,330,074 | — | 39,028,656 | | David J. Turner, Jr. (6) | Excess 401(k) Plan | 80,858 | 70,137 | 2,292,536 | — | 15,166,726 | | C. Dandridge Massey | Excess 401(k) Plan | 51,821 | 76,244 | 28,692 | — | 253,957 | | David R. Keenan (6) | Excess 401(k) Plan | 69,442 | 57,952 | 952,107 | — | 11,015,909 | | Russell K. Zusi | Excess 401(k) Plan | 26,250 | 69,647 | 4,506 | — | 57,006 |

  111. PENSION BENEFITS

    PENSION BENEFITS Benefits under the Retirement Plan are fully vested; therefore, upon termination of employment for any reason, each NEO who participates in the Pension Plan would be entitled to receive the amounts designated as Retirement Plan benefits represented in the “Present Value of Accumulated Benefit” column of the Pension Benefits table. In December 2025, Mr. Keenan’s SERP benefit of $5,861,065.04 was rolled over into the Excess 401(k) Plan.

  112. NONQUALIFIED DEFERRED COMPENSATION PLAN BENEFITS

    NONQUALIFIED DEFERRED COMPENSATION PLAN BENEFITS Each participating NEO is currently fully vested in the amounts reported in the “Aggregate Balance at December 31, 2025” column of the Nonqualified Deferred Compensation table on page 92, and therefore, these amounts would be payable to the NEOs upon termination of employment for any reason.

  113. CEO PAY RATIO AND COMPENSATION PHILOSOPHY

    CEO PAY RATIO AND COMPENSATION PHILOSOPHY The guiding principles of compensation set forth by the CHR Committee and described in the CD&A form the foundation for Regions’ compensation and benefits philosophy for all associates. Accordingly, our compensation and benefit programs are designed to encourage and reward all associates who contribute to our success. We strive to ensure that the compensation of every associate reflects the level of their job impact and responsibilities and is benchmarked to be competitive in the market where the associate is geographically located. In accordance with Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K of the Securities Act, we are required to identify and disclose the annual total compensation of our median employee, the annual total compensation of our Chairman, President and CEO, Mr. J. Turner, and the ratio of these two amounts.

  114. PAY RATIO

    PAY RATIO Using Mr. J. Turner’s income disclosed in the Summary Compensation Table, and including an additional $34,220 in Company-paid benefit costs associated with medical, dental, life, disability insurance, we calculate our CEO’s total compensation for purposes of the pay ratio to be $10,071,648. As a result, the ratio of our CEO’s annual total compensation to that of our median employee is 118 to 1. We believe that the pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and based upon reasonable judgment and assumptions. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions. As a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies, including those within our peer groups and industry.

  115. PAY RATIO

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  116. PAY RATIO

    Pay Versus Performance As required by the Dodd-Frank Act and Item 402(v) of Regulation S-K, the Pay Versus Performance disclosure that follows provides information about the relationship between Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and Non-PEO NEOs, as well as certain financial performance measures of the Company. For further information concerning Regions’ pay-for-performance philosophy and how the Company aligns executive compensation with performance, see our CD&A.

  117. PAY RATIO

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non‑PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) | Total Shareholder Return ($) (4) | Peer Group Total Shareholder Return ($) (5) | Net Income ($ in millions) (6) | Adjusted ROATCE (non-GAAP) (%) (7) | | 2025 | 10,037,428 | 9,329,034 | 3,513,513 | 3,503,643 | 205 | 225 | 2,156 | 15.37 | | 2024 | 10,526,012 | 13,175,416 | 5,115,583 | 5,985,636 | 171 | 168 | 1,893 | 15.31 | | 2023 | 9,217,718 | 7,864,907 | 3,575,402 | 2,560,329 | 134 | 121 | 2,074 | 18.01 | | 2022 | 14,552,365 | 11,382,593 | 3,416,909 | 3,674,803 | 143 | 109 | 2,245 | 21.09 | | 2021 | 14,267,077 | 14,651,530 | 3,549,359 | 4,515,449 | 139 | 135 | 2,521 | 17.92 |

  118. PAY RATIO

    (1)The amounts reported in this column reflect the total compensation reported for Mr. J. Turner (our Chairman, President and CEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Executive Compensation Tables and Other Information – Summary Compensation Table. (2)The amounts reported in these columns represent the amount of CAP to Mr. J. Turner and the other NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. J. Turner or to the other NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. J. Turner’s total compensation and to average total compensation for the other NEOs as a group for each year to determine the CAP:

  119. PAY RATIO

    | Year | Executive(s) | Reported Summary Compensation Table Total ($) | Reported Value of Equity Awards ($) (a) | Aggregate Equity Award Adjustments ($) (b) | Reported Change in the Actuarial Present Value of Pension Benefits ($) (c) | Aggregate Pension Benefit Adjustments ($) (d) | Compensation Actually Paid ($) | | 2025 | PEO | 10,037,428 | (4,223,579) | 3,515,184 | — | — | 9,329,034 | | | Average for Non-PEO NEOs | 3,513,513 | (1,031,143) | 1,234,454 | (287,995) | 74,815 | 3,503,643 | | 2024 | PEO | 10,526,012 | (4,117,592) | 6,766,996 | 0 | — | 13,175,416 | | | Average for Non-PEO NEOs | 5,115,583 | (2,404,386) | 3,325,391 | (245,003) | 194,051 | 5,985,636 | | 2023 | PEO | 9,217,718 | (3,624,103) | 2,296,453 | (25,161) | — | 7,864,907 | | | Average for Non-PEO NEOs | 3,575,402 | (873,669) | 585,636 | (857,652) | 130,612 | 2,560,329 | | 2022 | PEO | 14,552,365 | (3,305,994) | 4,021,581 | (3,885,359) | — | 11,382,593 | | | Average for Non-PEO NEOs | 3,416,909 | (863,969) | 1,022,060 | (79,488) | 179,291 | 3,674,803 | | 2021 | PEO | 14,267,077 | (3,767,112) | 8,517,923 | (4,883,636) | 517,278 | 14,651,530 | | | Average for Non-PEO NEOs | 3,549,359 | (936,037) | 2,020,212 | (461,627) | 343,542 | 4,515,449 |

  120. PAY RATIO

    (a)The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The Company has not granted any option awards since 2011. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option

  121. PAY RATIO

    | 98 | Regions Financial Corporation | 2026 Proxy Statement |

  122. PAY RATIO

    awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  123. PAY RATIO

    | Year | Executive(s) | Year End Fair Value of Equity Awards ($) | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Aggregate Equity Award Adjustments ($) | | 2025 | PEO | 4,694,090 | (814,084) | — | (364,822) | — | — | 3,515,184 | | | Average for Non-PEO NEOs | 1,146,014 | 129,024 | — | (40,584) | — | — | 1,234,454 | | 2024 | PEO | 4,819,024 | 1,701,435 | — | 246,537 | — | — | 6,766,996 | | | Average for Non-PEO NEOs | 2,858,728 | 411,877 | — | 54,785 | — | — | 3,325,391 | | 2023 | PEO | 3,780,147 | (268,918) | — | (1,214,775) | — | — | 2,296,453 | | | Average for Non-PEO NEOs | 911,286 | (58,409) | — | (267,242) | — | — | 585,636 | | 2022 | PEO | 3,319,852 | 763,610 | — | (61,881) | — | — | 4,021,581 | | | Average for Non-PEO NEOs | 899,780 | 134,656 | — | (12,375) | — | — | 1,022,060 | | 2021 | PEO | 3,643,739 | 4,576,898 | 292,966 | 4,320 | — | — | 8,517,923 | | | Average for Non-PEO NEOs | 815,494 | 1,026,353 | 175,767 | 2,598 | — | — | 2,020,212 |

  124. PAY RATIO

    (c)The amounts in this column represent the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. (d)The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:

  125. PAY RATIO

    | Year | Executive(s) | Service Cost ($) | Prior Service Cost ($) | Aggregate Pension Benefit Adjustments ($) | | 2025 | PEO | — | — | — | | | Average for Non-PEO NEOs | 74,815 | — | 74,815 | | 2024 | PEO | — | — | — | | | Average for Non-PEO NEOs | 194,051 | — | 194,051 | | 2023 | PEO | — | — | — | | | Average for Non-PEO NEOs | 130,612 | — | 130,612 | | 2022 | PEO | — | — | — | | | Average for Non-PEO NEOs | 179,291 | — | 179,291 | | 2021 | PEO | 517,278 | — | 517,278 | | | Average for Non-PEO NEOs | 343,542 | — | 343,542 |

  126. PAY RATIO

    (3)The amounts in this column represent the average of the amounts reported for the Company’s other NEOs as a group (excluding Mr. J. Turner, who has served as our Chairman, President and CEO since 2018) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the other NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, David J. Turner, Jr., C. Dandridge Massey, David R. Keenan, and Russell K. Zusi; (ii) for 2024, David J. Turner, Jr., Russell K. Zusi, Ronald G. Smith, and David R. Keenan; (iii) for 2023, David J. Turner, Jr., C. Matthew Lusco, Ronald G. Smith, and David R. Keenan; (iv) for 2022, David J. Turner, Jr., C. Matthew Lusco, Ronald G. Smith, and C. Dandridge Massey; and (v) for 2021, David J. Turner, Jr., C. Matthew Lusco, Ronald G. Smith, and David R. Keenan.

  127. PAY RATIO

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  128. PAY RATIO

    (4)Cumulative Total Shareholder Return (“TSR”) reflects the return on $100 investment from December 31, 2020 to the end of each fiscal period included in the table, assuming reinvestment of dividends. (5)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each measurement period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Banks. “Measurement period” is defined as the investment from December 31, 2020 to the end of each fiscal period included in the table. (6)The dollar amounts reported represent the amount of net income as required to be reflected in the Company’s audited financial statements for the applicable year. (7)For each applicable year, Adjusted ROATCE (non-GAAP) is defined as that year’s adjusted net income available to common shareholders divided by average tangible common shareholders' equity (average shareholders' equity less average intangible assets, average deferred tax liability related to intangibles, average preferred stock, and AOCI). This metric is used by the CHR Committee as t he primary performance metric within the Long Term Incentive Plan and considered the most critical long-term performance metric to align management with shareholder value creation. While Regions uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, Regions has determined that Adjusted ROATCE is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. For further information on the Adjusted ROATCE metric in the 2025-2027 LTIP, see page 69. For non-GAAP reconciliation information, see Appendix F.