AddedRisk Factors
other assets, such as loans. See the “Liquidity” section within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K for our liquidity policy.
The 10-K against last year's
253 changes: 53 added, 45 removed, 152 reworded, 3 quiet changes
10-K 0001281761-26-000019 (2026-02-24) vs 10-K 0001281761-25-000010 (2025-02-21)
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 228 words changed in this paragraph; it is 37% similar to last year's version.
In addition, technology has lowered barriers to entry and made it possible for non-banks to offer products and services, such as loans and payment services, that traditionally were banking products, and made it possible for technology companies to compete with financial institutions in providing electronic, internet-based, and mobile phone–based financial solutions. Competition with non-banks, including technology companies, to provide financial products and services is intensifying. In particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow. Fintechs have and may continue to offer bank or bank-like products. For example, a number of fintechs have applied for, and in some cases been granted, bank or industrial loan charters. In addition, other fintechs have partnered with existing banks to allow them to offer deposit products to their customers. Regulatory changes, such as the revisions to the FDIC’s rules on brokered deposits intended to reflect recent technological changes and innovations, may also make it easier for fintechs to partner with banks and offer deposit products. In addition to fintechs, traditional technology companies have begun to make efforts toward providing financial services directly to their customers and are expected to continue to explore new ways to do so. Many of these companies, including our competitors, have fewer regulatory constraints, and some have lower cost structures, in part due to lack of physical locations. Regions provides an array of digital products and services to our customers and we expect a bank’s digital offerings to be a key competitive differentiator. The move toward digital banking and financial services, and customer expectations regarding digital offerings, will require us to invest greater resources in technological improvements and may put us at a disadvantage to banks and non-banks with greater resources to spend on technology.
Source: Item 1A, 10-K 0001281761-26-000019 vs Item 1A, 10-K 0001281761-25-000010
MD&A 203 words changed in this paragraph; it is 30% similar to last year's version.
In the fourth quarter of 2024, 2025, the Company added $3.0 $3.5 billion in forward-starting interest rate receive-fixed swaps (floating rate loan hedges) with a receive rate of 3.6 3.4 percent, which will become active throughout 2026 with 5-year maturities, to partially hedge 2026 expected fixed-rate loan turnover. A portion of these hedges were terminated subsequent to December 31, 2025, consistent with the timing of the fixed-rate loan production the swaps were intended to hedge. Additionally, subsequent to December 31, 2025, the Company continued the execution of this strategy and added $1.25 billion in forward-starting receive-fixed swaps with a receive rate of 3.5 percent, which will become active in both July the third and fourth quarters of 2026 and July 2028 and mature in July 2031. The Company also added $2.0 billion in pay-fixed interest rate swaps (AFS securities hedges) with an average pay rate of 3.9 percent and an average maturity in 2030 to reduce AOCI volatility in the AFS securities portfolio. As an offset to the interest rate risk associated with these pay-fixed fair value hedges, 5-year maturities. Separately, the Company added $2.0 billion in spot-starting a $250 million forward-starting receive-fixed interest rate swaps (floating rate loan hedges) swap with an average a receive rate of 3.8 percent and an average maturity percent, which becomes active in 2030. Cash flow swaps (floating rate loan hedges) typically have the first quarter of 2029 with a different day count convention than fair value swaps (AFS securities hedges), resulting in a lower fixed rate. 3-year maturity.
Source: Item 7, 10-K 0001281761-26-000019 vs Item 7, 10-K 0001281761-25-000010
Accounting Policies 153 words changed in this paragraph; it is 50% similar to last year's version.
Foreclosed property and other real estate is carried in other assets at the lower of the recorded investment in the loan or fair value less estimated costs to sell the property. The fair value for foreclosed property that is based on either observable transactions of similar instruments or formally committed sale prices is classified as a Level 2 measurement. If no formally committed sale price is available, Regions also obtains valuations from professional valuation experts and/or third party appraisers. Updated valuations are obtained on at least an annual basis. Foreclosed property exceeding established dollar thresholds is valued based on appraisals. Appraisals are performed by third-parties with appropriate professional certifications and conform to generally accepted appraisal standards as evidenced by the Uniform Standards of Professional Appraisal Practice. Regions’ policies related to appraisals conform to regulations established by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and other regulatory guidance. Professional valuations are considered Level 2 measurements because they are based largely on observable inputs. Regions has a centralized appraisal review function that is responsible for reviewing appraisals for compliance with banking regulations and guidelines as well as appraisal standards. Based on these reviews, Regions may make adjustments to the market value conclusions determined in the appraisals of real estate (either as other real estate or loans held for sale) when the appraisal review function determines that the valuation is based
Source: Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001281761-26-000019 vs Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001281761-25-000010
Legal Proceedings 75 words changed in this paragraph; it is 82% similar to last year's version.
Regions sells commercial loans to Fannie Mae through the DUS lending program and through other platforms. The DUS program provides liquidity to the multi-family housing market. Regions services loans sold to Fannie Mae and is required to provide a loss share guarantee equal to one-third of the principal balance for the majority of the commercial servicing portfolio. At December 31, 2025 and 2024, the Company's DUS servicing portfolio totaled approximately $7.8 billion and $7.0 billion, respectively. Regions has additional loans sold to Fannie Mae outside of the DUS program that are also subject to a loss share guarantee and at December 31, 2024 2025 and 2023, 2024, these serviced loans totaled approximately $665 $823 million and $653 $665 million, respectively. Regions' maximum quantifiable contingent liability related to all loans subject to a loss share guarantee was approximately $2.4 $2.7 billion and $2.3 $2.4 billion at December 31, 2024 2025 and 2023, 2024, respectively. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement. Therefore, the maximum quantifiable contingent liability is not representative of the actual loss the Company would be expected to incur. The estimated fair value of the associated loss share guarantee recorded as a liability on the Company's consolidated balance sheets was immaterial at both December 31, 2024 2025 and 2023. 2024. Refer to Note 1 for additional information.
Source: Item 3, via Note 23 – COMMITMENTS, CONTINGENCIES AND GUARANTEES, 10-K 0001281761-26-000019 vs Item 3, via Note 23 – COMMITMENTS, CONTINGENCIES AND GUARANTEES, 10-K 0001281761-25-000010
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of RF's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-21. Each links to the text at sec.gov.
AddedRisk Factors
The development and use of AI presents risks and challenges that may adversely impact our business.
AddedRisk Factors
We and our third-party vendors, clients or counterparties develop, deploy and incorporate AI technology in certain business processes, services and products. Our current and increasing development, deployment and use of AI presents a number of risks and challenges to our business. The legal and regulatory environment relating to AI is uncertain and rapidly
AddedRisk Factors
evolving, both in the U.S. and internationally, and includes regulatory schemes targeted specifically at AI as well as new and existing provisions in intellectual property, privacy, cybersecurity, consumer protection, employment and other laws applicable to the use of AI and changes in interpretation of the foregoing. These evolving laws and regulations could require changes in our implementation of AI technology and increase our compliance costs and the risk of non-compliance. AI models, particularly generative AI models, may, and often do, produce output or take action that is incorrect, that result in the release of personal, confidential or proprietary information, that reflect or introduce discrimination, errors or biases included in the data on which they are trained or prompts or algorithms on which they rely, that infringe on the intellectual property rights of others or that is otherwise harmful. In addition, the complexity of many AI models makes it challenging to understand why they are generating particular outputs. This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of the AI models, reducing erroneous output, eliminating bias and complying with applicable laws and regulations, including those that require documentation or explanation of the basis on which decisions are made. Additionally, if we do not have sufficient rights to use AI models, the data on which they are trained or prompts or algorithms on which they rely or the output thereof, we could also incur liability through the violation of applicable laws and regulations, third-party intellectual property, privacy or other rights or contracts to which we are a party.
AddedRisk Factors
Further, we currently rely, and expect to continue to rely, on AI models developed by third parties, and are and would be dependent in part on the manner in which those third parties develop, train and deploy their models, which involves risks arising from any discrimination, errors or bias in the models and the data on which they are trained or prompts or algorithms on which they rely, as well as the risk of inadvertent disclosure or incorporation of our personal, confidential or proprietary information into publicly available training sets. Any of these risks may impact our ability to realize the benefit of such information or adequately maintain, protect and enforce our intellectual property rights, and could result in regulatory compliance failures and otherwise harm our competitive position and business. The use of AI by companies has resulted in, and may in the future result in, systems failures or errors and cyber-attacks or other similar incidents. We may not be able to sufficiently mitigate, remediate or detect any of the foregoing limitations or risks given our and other market participants’ evolving experience with using AI, the pace of technological change, and rapid adoption of AI by our third-party vendors, clients, counterparties or competitors. Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation and the public perception of our business or the effectiveness of our security measures.
AddedRisk Factors
We are also exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyber-attacks and other similar incidents. Generative AI, if used to perpetrate fraud or launch cyberattacks or other similar incidents, could create panic at a particular financial institution or securities exchange, which could pose a threat to financial stability.
AddedRisk Factors
Moreover, inappropriate or controversial data practices by AI developers and users, or other factors adversely affecting public opinion of AI, could also impair the acceptance of AI. If the AI technology that we incorporate into our business processes, services or products are, or are perceived to be, deficient, inaccurate or controversial, we could suffer operational inefficiencies, competitive harm, legal liability, brand or reputational harm or other adverse impacts on our business, results of operations and financial condition. Additionally, our competitors and other third parties may incorporate AI into their business processes, services and products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our business, results of operations and financial condition.
AddedRisk Factors
Industry competition, including competition from decentralized finance platforms, cryptocurrencies and blockchain technologies, could disrupt our business model and adversely affect our revenues, market share or liquidity.
Show the other 16
AddedRisk Factors
In addition, technology has lowered barriers to entry and made it possible for non-banks to offer products and services, such as loans and payment services, that traditionally were banking products, and made it possible for technology companies to compete with financial institutions in providing electronic, internet-based, and mobile phone–based financial solutions. Competition with non-banks, including technology companies, to provide financial products and services is intensifying. In
AddedRisk Factors
The rapid emergence and increasing adoption of DeFi platforms, cryptocurrencies and related blockchain-enabled financial products and services could disrupt traditional banking services and accelerate competitive pressures on our business. As customers and counterparties gain access to alternative platforms that facilitate payments, lending, trading, custody, settlement and other financial services outside of, or with reduced reliance on, traditional financial institutions, we may experience reduced demand for certain of our products and services, lower volumes and compression of pricing and fee incomes. If we do not effectively develop, acquire, partner with or otherwise adapt our products to respond to evolving customer preferences and competitive dynamics, then we may lose customers to existing or new competitors, including non-bank competitors, resulting in reduced market share and lower revenues.
AddedRisk Factors
Continued growth in the acceptance of DeFi platforms, cryptocurrencies and blockchain technologies could also reduce traditional banking deposits and income streams and increase volatility in our deposit base, which could adversely affect our liquidity position, funding costs and overall financial condition. The evolving regulatory and supervisory environment applicable to DeFi platforms, cryptocurrencies and blockchain technologies may increase our compliance costs, constrain our ability to pursue strategic initiatives or engage in certain activities and heighten our exposure to reputational and operational risks. Developments in the regulatory landscape, such as the enactment and implementation of the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (GENIUS Act) and potential enactment of the Digital Asset Market Clarity Act of 2025 (CLARITY Act) or similar market structure legislation, may also affect our clients’ needs and expectations for products and services. In addition, adverse events involving DeFi platforms and cryptocurrencies, including security breaches, fraud, market manipulation, insolvencies or other failures, could negatively impact customer confidence in financial institutions generally or in us, even if we are not directly involved, and thereby adversely affect our business and results of operations.
AddedRisk Factors
Our geographic footprint includes markets that are experiencing significant population growth and economic development, which makes these areas attractive to both existing and new financial institutions. As a result, we could face increased competition from other financial institutions seeking to expand in these markets. If we are unable to compete effectively, our ability to grow loans and deposits, maintain customer relationships, and achieve desired profitability could be adversely affected.
AddedMD&A
After what is expected to be full-year 2025 growth of 2.2 percent, Regions' baseline forecast anticipates real GDP growth of 2.7 percent for 2026. The economic environment faces challenges such as lingering trade policy uncertainty, a weaker pace of hiring, and persistent inflation pressures; however, the economy is supported by ample liquidity in the household and corporate sectors, elevated profit margins, expansionary fiscal policy, accommodative financial conditions, and accelerating trend productivity growth.
AddedMD&A
The pace of nonfarm job growth slowing has been a function of diminished hiring as opposed to a rising pace of layoffs. Lingering policy uncertainty, uncertainty around the economic outlook, and a drive for greater efficiency are likely weighing on hiring while a significant outflow of foreign born labor has left a gap in the supply of labor which is weighing on hiring. A slower pace of labor force growth will largely offset the slowing pace of job growth, leaving the unemployment rate little changed; the unemployment rate averaged 4.3 percent in 2025, which we expect will be the average for 2026 as well.
AddedMD&A
Though growth in aggregate labor earnings is slowing, it continues to outpace inflation. Growth in consumer spending has slowed partially reflecting payback for purchases of consumer durable goods that were pulled forward in 2025 as consumers looked to avoid tariff-related price increases. After slowing mid-year, growth in spending on discretionary services firmed up in the fall, but a significant decline in equity prices would likely lead to a pronounced pullback in such spending. Additionally, flagging consumer sentiment and uncertainty about the path of the labor market may weigh on spending growth. That said, overall household financial conditions remain healthy, with elevated household net worth and still-low monthly debt service burdens. Moreover, changes in the tax code will lead to a significant boost to after-tax household income in the first quarter of 2026 that is expected to support spending amongst lower-to-middle income households.
AddedMD&A
More favorable tax treatment seems to have bolstered business investment spending over recent months and the momentum is expected to carry forward in 2026. Corporate profit margins remain notably elevated, particularly relative to the years immediately prior to 2020, which has enabled firms to absorb some portion of the higher tariffs already put in place. However, there is some remaining uncertainty around how the costs of higher tariffs will impact longer-term decisions on capital spending, hiring, and pricing.
AddedMD&A
While increased emphasis on the downside risks to the labor market led the FOMC to cut the Federal funds rate three times in 2025, most recently by twenty-five basis points at their December 2025 meeting, the extent of further cuts in 2026 remains unclear. Several Committee members remain focused on the upside risks to inflation. While this does not rule out additional Federal funds rate cuts, it likely limits the scope for further cuts barring a more pronounced deterioration in labor market conditions.
AddedMD&A
activities, executed through multiple, distinct debt securities repositioning transactions. See Table 2 "Volume and Yield/Rate Variances" for further details.
AddedMD&A
Non-interest income increased year-over-year, totaling $2.5 billion in 2025 compared to $2.3 billion 2024. The improvement was primarily driven by a decline in securities losses associated with less repositioning activity in 2025 compared to 2024. Additionally, most categories of non-interest income increased including investment management and trust fee income, investment services income, other miscellaneous income, and service charges on deposit accounts. See Table 3 "Non-Interest Income" for further details.
AddedMD&A
Partially offsetting the decrease in funding costs were lower loan balances and lower loan yields. The Company's loan yields are primarily influenced by short-term interest rates such as 30-day term SOFR, which averaged 4.28 percent in 2025 compared to 5.19 percent in 2024. While floating-rate loan yields declined, the decline was mitigated by the Company's use of financial derivative instruments as hedges in order to provide interest income benefits in periods of lower interest rates. In addition, loan yields were also supported in 2025 from legacy fixed rate asset maturities and their replacement in the current elevated interest rate environment.
AddedMD&A
The Company continues to monitor and evaluate the potential impact of proposals to lower the maximum interchange fee that a large debit card issuer can receive for a debit card transaction, which remain subject to ongoing litigation.
AddedMD&A
was due primarily to favorable mortgage servicing rights valuation adjustments, partially offset by negative pipeline valuation adjustments.
AddedMD&A
Other miscellaneous income includes net revenue from affordable housing, income from SBIC investments, valuation adjustments to equity investments, commercial loan and leasing related income, fees from safe deposit boxes, check fees, and other miscellaneous income including unusual gains. Net revenue from affordable housing includes actual gains and losses resulting from the sale of affordable housing investments, cash distributions from the investments and any related impairment charges. Other miscellaneous income increased in 2025 compared to 2024 primarily due to increases in commercial leasing income and improvements in valuation adjustments on certain equity investments.
AddedMD&A
FDIC insurance assessments decreased in 2025 compared to 2024 primarily resulting from updates to the special assessment which was initially recorded in 2023 due to bank failures. In 2025, the Company reduced the special assessment accrual by $17 million based upon revised loss estimates related to the failures compared to an increase in the special assessment of $16 million in 2024. Also contributing to the decrease was a reduction of the base assessment primarily due to higher unsecured debt, lower concentration risk, and improved credit metrics.