REGIONS FINANCIAL CORP SEC Filings

Keenan David R. reported acquisition or exercise transactions in this Form 4 filing.

REGIONS FINANCIAL CORP senior executive vice president David R. Keenan received a grant of 22,358 restricted stock units tied to the company’s common stock. These units were awarded as compensation and do not represent an open-market purchase.

The restricted stock units are subject to a service requirement and vest on April 1, 2029. The number of shares ultimately delivered will depend on Regions Financial meeting specified performance thresholds during the period from January 1, 2026 through December 31, 2028. After this grant, Keenan holds 93,684.6811 restricted stock units directly, including units from reinvested cash dividends.

Regions Financial Corp: Amendment to Schedule 13G filing by The Vanguard Group reporting zero beneficial ownership. The filing states Amount beneficially owned: 0 and Percent of class: 0%. The amendment explains an internal realignment at The Vanguard Group, Inc. on 01/12/2026 that led to disaggregated reporting by subsidiaries.

Regions Financial Corporation is asking shareholders to vote at its virtual 2026 annual meeting on May 6, 2026, on director elections, executive pay, auditor ratification, four management charter amendments, and one shareholder proposal on special meetings that the Board recommends voting against.

The Board supports amendments eliminating supermajority voting and certain business combination restrictions and adding Delaware-permitted officer liability limits, while highlighting recent by-law changes giving 25% holders the right to call special meetings. Regions reports $158.8B in total assets, $7.5B in total revenue, $2.1B in net income available to common shareholders, and diluted EPS of $2.30 for 2025.

Regions Financial Corporation is soliciting votes for its 2026 virtual Annual Meeting on May 6, 2026, with record shareholders of record as of March 10, 2026. The proxy asks shareholders to elect 13 directors and vote on advisory executive compensation, ratify the auditor, and approve four Charter amendments to remove certain supermajority provisions.

The Board highlights recent governance changes, including a By-Laws amendment granting shareholders owning 25% the right to call a special meeting and proposed Charter updates to eliminate legacy supermajority voting standards. Financial context provided: $158.8B total assets, $7.5B total revenue, $2.1B net income available to common shareholders, and $2.30 diluted EPS for the year ended December 31, 2025.

Regions Financial Corporation files its annual report describing a regional bank holding company focused on the South, Midwest and Texas. At December 31, 2025, it reported approximately $158.8 billion in assets, $131.1 billion in deposits and $19.0 billion in shareholders’ equity.

The company operates through Corporate Bank, Consumer Bank and Wealth Management segments, with 1,247 branches and 1,786 ATMs. It is a Category IV banking organization subject to enhanced prudential standards, with its stress capital buffer floored at 2.5% through the third quarter of 2027.

The report emphasizes extensive banking regulation, detailed capital and liquidity requirements, broad consumer-protection and cybersecurity obligations, and a long list of market, credit, technology, climate and operational risks. Regions also highlights strong human-capital programs supporting 19,969 full-time equivalent employees.

Regions Financial Corporation filed an amended report to update details about its chief financial officer transition. The company previously announced that David J. Turner, Jr. will retire as Senior Executive Vice President and Chief Financial Officer on March 31, 2026, and that Anil D. Chadha will assume the CFO role at that time.

The amendment discloses that on February 3, 2026, the Compensation and Human Resources Committee approved Mr. Chadha’s compensation as CFO, including an annual base salary of $600,000, a target short‑term incentive equal to 115% of base salary, and a target long‑term incentive award opportunity of $1,250,000.

Regions Financial Corporation is furnishing an investor presentation outlining recent performance and its 2026 outlook. For 2025, net income available to common shareholders was $2,061M with diluted EPS of $2.30, total revenue of $7,526M, and an efficiency ratio of about 57%. Return on average tangible common equity was 18.25% on a reported basis and 18.51% on an adjusted basis, supported by a 0.53% net charge-off ratio. The bank highlights above‑median organic loan and deposit growth versus peers, strong fee income from wealth and treasury management, and disciplined expense control. For 2026 it expects net interest income to grow 2.5–4%, adjusted non‑interest income 3–5%, adjusted expenses 1.5–3.5%, low‑single‑digit growth in average loans and deposits, and net charge‑offs between 40–50 basis points.

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.