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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 27, 2025

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 7.01 Regulation FD Disclosure.
Regions Financial Corporation (“Regions” or the “Company”) executives will make various presentations regarding, among other things, the Company’s operations and performance, to institutional investors at various meetings and events during the months of February and March 2025.
A copy of the materials to be used at these various meetings and events (the “Presentation Materials”) is being furnished as Exhibit 99.1 to this report, substantially in the form intended to be used. In addition, an excerpt of the Presentation Materials, which will be presented to institutional investors and analysts at the RBC Global Financial Institutions Conference to be held March 4-5, 2025 (the “RBC Materials”), is being furnished as Exhibit 99.2 to this report, substantially in the form intended to be used. Exhibits 99.1 and 99.2 are incorporated by reference under this Item 7.01. The Presentation Materials and the RBC Materials are also available on Regions’ website at www.regions.com.
In accordance with general instruction B.2. of Form 8-K, the information included in and incorporated by reference under this Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number |  | Description of Exhibit
99.1 |  | Copy of Presentation Materials that Regions Financial Corporation intends to provide to institutional investors at various meetings during the months of February and March 2025.
99.2 |  | Copy of RBC Materials that Regions Financial Corporation intends to provide to institutional investors at the RBC Global Financial Institutions Conference to be held March 4-5, 2025.
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 K. Allen
Name: |  | Karin K. Allen
Title: |  | Executive Vice President and Assistant Controller (Chief Accounting Officer and Authorized Officer)

Date: February 27, 2025