[8-K] REGIONS FINANCIAL CORP Reports Material Event

Rhea-AI Filing Summary

Regions Financial Corporation updated its corporate by-laws following approval by the Board of Directors on February 4, 2026. The changes give one or more stockholders who own at least 25% of the company’s stock the ability to request a special stockholder meeting, if they satisfy detailed informational, timing, and other requirements in the by-laws.

The company also refined advance notice rules for stockholder nominations and other business, adjusted who qualifies as an “officer” for indemnification and advancement purposes, and made additional clarifying and conforming updates to align the by-laws with current Delaware law.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  FORM 8-K

 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 4, 2026

 REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-34034

63-0589368

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1900 Fifth Avenue North

Birmingham, Alabama 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (800) 734-4667

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

RF

New York Stock Exchange

Depositary Shares, each representing a 1/40th Interest in a Share of

5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C

RF PRC

New York Stock Exchange

Depositary Shares, each representing a 1/40th Interest in a Share of

4.45% Non-Cumulative Perpetual Preferred Stock, Series E

RF PRE

New York Stock Exchange

Depositary Shares, each representing a 1/40th Interest in a Share of

Non-Cumulative Perpetual Preferred Stock, Series F

RF PRF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 4, 2026, the Board of Directors (the “Board”) of Regions Financial Corporation (the “Company”) approved and adopted amendments (the “Amendments”) to the Company’s Amended and Restated By-Laws (the “By-Laws”).

The Amendments to the By-Laws include:

•Amendments to Article II, Section 2 to allow one or more stockholders who own at least 25% of the Company’s stock the ability to request that a special meeting of stockholders be called, so long as such stockholders meet certain informational, timing, and other requirements set forth in the By-Laws.

•Amendments to Article II, Section 7 to make minor modifications to the advance notice provisions for stockholders to make nominations and propose other business, including with respect to the timing to submit notice if the date of the annual meeting is more than 30 days before or 70 days after the anniversary date of the prior year’s annual meeting, removal of requirements to provide information from those acting in concert with the stockholder submitting a notice of nomination or other business, and revisions with respect to nominations at special meetings to conform to the amendments described above to Article II, Section 2.

•Amendments to Article V, Section 12 to define “officers” for purposes of the indemnification and advancement provisions as the Chief Executive Officer, President, Secretary, Chief Financial Officer or those other officers appointed by the Board.

•Amendments to update various provisions to conform to changes in Delaware law and reflect certain conforming, clarifying, ministerial, and other changes.

The foregoing summary is qualified in its entirety by reference to the By-Laws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated in this Item 5.03 by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description of Exhibit
3.2						By-Laws of Regions Financial Corporation, as amended and restated February 4, 2026.
104						Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

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

                                

REGIONS FINANCIAL CORPORATION
By:						/s/ Tara A. Plimpton
Name:						Tara A. Plimpton
Title:						Chief Legal Officer and Corporate Secretary

Date: February 4, 2026

FAQ

What did Regions Financial Corporation (RF) change in its by-laws?

Regions Financial Corporation approved amendments to its by-laws on February 4, 2026. The changes address stockholder-called special meetings, advance notice for nominations and proposals, the definition of officers for indemnification purposes, and various conforming and clarifying updates aligned with Delaware law.

How can Regions Financial (RF) stockholders now request a special meeting?

Under the amended by-laws, one or more stockholders owning at least 25% of Regions Financial’s stock may request a special meeting. They must comply with specific informational, timing, and other procedural requirements described in Article II, Section 2 of the company’s amended and restated by-laws.

How were advance notice provisions for RF stockholder nominations changed?

Regions Financial adjusted Article II, Section 7 to make minor changes to advance notice for nominations and other business. Updates address timing when annual meeting dates shift significantly, remove some information requirements for persons acting in concert, and align special-meeting nomination rules with the new special meeting framework.

Which officers are covered by Regions Financial’s indemnification provisions now?

The amended by-laws define “officers” for indemnification and advancement as the Chief Executive Officer, President, Secretary, Chief Financial Officer, and any other officers appointed by the Board. This clarification appears in Article V, Section 12 of the updated by-laws for Regions Financial Corporation.

Why did Regions Financial update its by-laws for Delaware law changes?

Regions Financial’s amendments include updates to conform various provisions of its by-laws to changes in Delaware law. The company also made related conforming, clarifying, ministerial, and other adjustments to keep its governance framework current and internally consistent with applicable corporate law requirements.

Where can investors find the full text of Regions Financial’s amended by-laws?

Investors can review the complete amended and restated by-laws of Regions Financial Corporation in Exhibit 3.2 to the current report. The exhibit is identified as “By-Laws of Regions Financial Corporation, as amended and restated February 4, 2026” and is incorporated by reference.