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): ~~January~~February 164, 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

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 25.0203 ~~Results~~Amendments to Articles of ~~Operations~~Incorporation ~~and~~or ~~Financial~~Bylaws; ~~Condition~~Change in Fiscal Year.

On ~~January~~February 164, 2026, ~~Regions~~the ~~Financial~~Board ~~Corporation~~of Directors (the “~~Regions~~Board”) ~~issued a press release announcing its preliminary results~~ of ~~operations~~Regions ~~for~~Financial Corporation (the ~~quarter~~“Company”) approved and ~~year~~adopted ~~ended~~amendments ~~December 31, 2025. A copy of~~ (the ~~press~~“Amendments”) ~~release~~to ~~is attached hereto as Exhibit 99.1. Supplemental financial information for~~ the ~~quarter~~Company’s ~~and~~Amended ~~year ended December 31, 2025 is attached as Exhibit 99.2. Each of Exhibits 99.1~~ and ~~99.2~~Restated ~~are~~By-Laws ~~incorporated~~(the ~~herein by reference and may also be found on Regions’ website at www~~“By-Laws”).~~regions.com.~~

~~Item 7.01 Regulation~~The FDAmendments ~~Disclosure.~~to the By-Laws include:

On•Amendments ~~January~~to ~~16,~~Article ~~2026~~II, ~~executives~~Section ~~from~~2 ~~Regions~~to ~~will~~allow ~~review~~one ~~its~~or ~~preliminary~~more ~~results~~stockholders ofwho ~~operations~~own ~~for~~at ~~the~~least ~~quarter~~25% ~~and~~of ~~year~~the ~~ended~~Company’s ~~December~~stock ~~31,~~the ~~2025,~~ability ~~via~~to arequest ~~live~~that ~~audio~~a ~~webcast.~~special Ameeting ~~copy~~ of astockholders ~~visual presentation that will~~ be acalled, ~~part~~so oflong ~~that review is attached~~ as ~~Exhibit~~such ~~99.3.~~stockholders ~~Exhibit~~meet ~~99.3~~certain isinformational, ~~incorporated~~timing, ~~herein by reference~~ and ~~may~~other ~~also~~requirements beset ~~found~~forth onin ~~Regions’ website at www.regions.com. An archived recording of~~ the ~~webcast will be available for a limited time on the Investor Relations page of that website~~By-Laws.

In•Amendments ~~accordance~~to ~~with~~Article ~~general instruction B.2. of Form 8-K~~II, ~~the~~Section ~~information~~7 ~~included~~to inmake orminor ~~incorporated~~modifications ~~into~~to ~~Item~~the ~~2.02~~advance ornotice ~~Item~~provisions ~~7.01~~for ofstockholders ~~this~~to ~~Current~~make ~~Report~~nominations onand ~~Form~~propose ~~8-K~~other isbusiness, ~~being~~including ~~furnished~~with ~~and~~respect ~~shall~~to ~~not~~the betiming ~~deemed~~to ~~filed~~submit ~~for~~notice ~~purposes~~if ofthe ~~Section~~date 18 of the ~~Securities~~annual ~~Exchange~~meeting ~~Act~~is ofmore ~~1934~~than ~~(the~~30 ~~“Exchange~~days ~~Act”),~~before or ~~otherwise~~70 ~~subject~~days toafter the ~~liabilities~~anniversary date of ~~that~~the ~~section~~prior year’s annual meeting, ~~nor~~removal ~~shall~~of itrequirements beto ~~deemed~~provide ~~incorporated~~information byfrom ~~reference~~those acting in ~~any~~concert ~~filing~~with ~~under~~ the ~~Securities~~stockholder ~~Act~~submitting a notice of ~~1933,~~nomination asor ~~amended~~other business, orand ~~the~~revisions ~~Exchange~~with ~~Act,~~respect ~~except~~to asnominations ~~may~~at bespecial ~~expressly~~meetings ~~set~~to ~~forth~~conform byto ~~specific~~the ~~reference~~amendments indescribed ~~any~~above ~~such~~to ~~filing~~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
99.1						Press Release dated January 16, 2026.
3.2						By-Laws of Regions Financial Corporation, as amended and restated February 4, 2026.
99.2						Supplemental Financial Information for the Quarter and Year Ended December 31, 2025.
99.3						Visual Presentation of January 16, 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/ ~~Karin~~Tara KA. ~~Allen~~Plimpton Name: ~~Karin~~Tara KA. ~~Allen~~Plimpton Title: ~~Executive Vice President and Assistant Controller (~~Chief ~~Accounting~~Legal Officer and ~~Authorized~~Corporate ~~Officer)~~Secretary

Date: ~~January~~February 164, 2026

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