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RFRegions Financial Corporation

Financials · Banks · NYSE
RF quote by TradingView
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The 10-K against last year's

253 changes: 53 added, 45 removed, 152 reworded, 3 quiet changes

10-K Feb 24, 2026 vs Feb 21, 2025
Risk FactorsRedline ↓
16.8%
of the text changed · 18,084 words now
MD&ARedline ↓
22.4%
of the text changed · 20,936 words now
Legal ProceedingsRedline ↓
11.0%
of the text changed · 1,521 words now
Accounting PoliciesRedline ↓
10.9%
of the text changed · 14,137 words now

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.

All 253 Added 53Removed 45Reworded 152Quiet changes 3
RemovedRisk Factors
could affect the ability of borrowers to repay loans. These factors could result in higher delinquencies and greater charge-offs in future periods, which could materially adversely affect our business, financial condition or results of operations.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
Instability in geopolitical matters could have a material adverse effect on our results of operations and financial condition. The macroeconomic environment in the United States is susceptible to global events and volatility in financial markets. For example, trade negotiations between the United States and other nations remain uncertain and could adversely impact economic and market conditions for our and our clients and counterparties. Global political and military conflicts, including the ongoing conflicts in the Ukraine and the Middle East, present destabilizing forces, including higher and more volatile commodity and food prices, which may cause international and domestic economic deterioration. Financial markets may be adversely affected by the current or anticipated impact of military conflicts, including the conflicts in the Ukraine and the Middle East, terrorism or other geopolitical events (including China-Taiwan and U.S.-China relations), which could cause higher inflation. Any of the above consequences could have significant negative effects on the U.S. economy, and, as a result, our operations and earnings. We could also experience more numerous and aggressive cyber-attacks launched by or under the sponsorship of one or more of the adversaries in such a conflict.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
The former U.S. presidential administration called on all regulatory agencies to reduce or eliminate certain fees relating to a number of services, including banking services and during this same time, the CFPB launched an initiative to reduce the amounts and types of fees financial institutions may charge, including the issuance of final rules that would significantly reduce the permissible amount of credit card late fees and that would impose certain requirements on overdraft fees unless the IDI limits the overdraft fee. While the new administration may impact the government's position on fees, the changes proposed by the former administration could affect the Company’s ability or willingness to provide certain products or services, necessitate changes to the Company’s business practices or have an adverse effect on our results of operations.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
development or marketing of certain products or services, or increase the costs of offering them to customers. For more information concerning our legal and regulatory obligations with respect to privacy and cybersecurity, please see the “Privacy and Cybersecurity” discussion within Item 1. “Business” and the “Technology Risks” discussion within in Item 1. “Risk Factors.”

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
significantly decrease the value of our MSRs. Any of these actions could adversely affect our reported financial condition and results of operations.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
On January 21, 2025, the U.S. Treasury began taking extraordinary measures to prevent a default on U.S. government debt, which measures are expected to continue until such time as the U.S. Congress increases the debt ceiling. However, it is unclear how long such extraordinary measures will forestall a default in the event of extended Congressional negotiations or inaction. A U.S. government debt default would have material adverse impact on our business and financial performance, including a decrease in the value of Treasury bonds and other government securities held by us, which could negatively impact our capital position and our ability to meet regulatory requirements. Other negative impacts could be volatile capital markets, an adverse impact on the U.S. economy and the U.S. dollar, as well as increased default rates among borrowers in light of increased economic uncertainty. Some of these impacts might occur even in the absence of an actual default but as a consequence of extended political negotiations around the threat of such a default and a government shutdown.

Read it in 10-K 2025-02-21 at sec.gov ↗

Show the other 13
RemovedRisk Factors
of any collateral held by us. Man-made disasters and other events connected with the Gulf region or Atlantic Ocean, such as oil spills, could have similar effects.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
After what is expected to be full-year 2024 growth of around 2.8 percent, Regions' baseline forecast anticipates real GDP growth of 2.2 percent in 2025. Though the economy grew at a robust pace in 2024, performance across individual sectors varied considerably. Interest rates rose over the latter part of 2024, reflecting persistent inflation pressures and uncertainty over looming policy changes. The Company's baseline forecast anticipates real GDP growth settling back toward the pre-pandemic trend rate of growth over coming quarters. There is considerable uncertainty around any forecast for 2025 made before the specific details of changes to fiscal, trade, immigration, and regulatory policy are made known.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
The pace of job growth slowed over the course of 2024 reflecting a slower pace of hiring amongst firms as opposed to a rising pace of layoffs. The combination of slowing job growth and rapid growth in the supply of labor pushed the unemployment rate higher in 2024. While Regions' forecast anticipates further moderation in the pace of job growth, it also anticipates much slower growth in the supply of labor, in part reflecting likely changes to immigration policy. These two factors should leave the unemployment rate relatively unchanged from where it ended 2024, with an expected annual average rate of 4.2 percent for 2025.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Despite slowing job growth, aggregate labor earnings, the largest component of personal income, have continued to grow at a rate faster than inflation, which is expected to remain the case through 2025. This will continue to act as a support for consumer spending, and Regions' forecast anticipates growth in consumer spending will align more closely with growth in after-tax income than has been the case over the past few years. Nonetheless, the divide in spending patterns across the various income cohorts that has developed over recent quarters will likely persist in 2025.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Still-soft global economic growth and uncertainty around looming policy changes have acted as headwinds for the manufacturing sector. Business capital spending has been somewhat limited in range, but the Company's forecast anticipates faster growth over the back half of 2025, in part reflecting expectations there will be a push to enhance labor productivity. Additionally, what is anticipated to be a more conducive regulatory environment could trigger a meaningful pick-up in merger and acquisition activity in 2025.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Mortgage rates moved higher along with yields on longer-dated U.S. Treasury securities during the fourth quarter of 2024, dealing a setback to construction and sales of new single family homes. Builders have been able to facilitate sales via aggressive use of incentives, including mortgage rate buydowns, but have been more focused on paring down spec inventories. As such, construction starts of new single family homes tailed off over the second half of 2024 and Regions' forecast anticipates further declines in 2025.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Though the FOMC cut the Fed funds rate at their final meeting of 2024, it signaled a slower pace of rate cuts in 2025. Inflation pressures have proven to be more persistent than had been anticipated, and while having some concerns about cooling labor market conditions, FOMC members perceive growing upside risks to their inflation forecasts. Regions' baseline forecast anticipates two twenty-five basis point funds rate cuts in 2025, though the timing of any cuts remains somewhat uncertain, particularly given the perceived inflation impacts of looming changes to fiscal, trade, and immigration policy. To the extent there is less relief on the rates front than anticipated, potential downside risks from certain pockets of commercial real estate and the volume of debt in the non-financial corporate sector coming up for refinancing over coming quarters will continue to loom over the outlook.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Non-interest income improved slightly, totaling $2.3 billion in both 2024 and 2023. The improvement was driven by increases in most categories, led by capital markets income. These increases were largely offset by net securities losses and decreased card and ATM fees. See Table 3 "Non-Interest Income" for further details.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Other identifiable intangible assets such as relationship assets and agency commercial real estate licenses are reviewed at least annually (usually in the fourth quarter) for events or circumstances which could impact the recoverability of the intangible asset. These events could include loss of customer relationships, increased competition, or adverse changes in the economy. To the extent an other identifiable intangible asset is deemed unrecoverable, an impairment loss would be recorded to reduce the carrying amount. These events or circumstances, if they occur, could be material to Regions’ operating results for any particular reporting period but the potential impact cannot be reasonably estimated. As of December 31, 2024, the Company’s review indicated there was no impairment in the value of the other identifiable intangible assets.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
2024 Compared to 2023 2023 Compared to 2022 Change Due to Change Due to Volume Yield/ Net Volume Yield/ Net Rate Rate (Taxable-equivalent basis—in millions) Interest income on: Debt securities $ 13 $ 163 $ 176 $ 4 $ 57 $ 61 Loans held for sale 2 (3) (1) (4) 8 4 Loans, including fees (71) 69 (2) 281 1,368 1,649 Interest-bearing deposits in other banks 11 12 23 (245) 327 82 Other earning assets 2 12 14 — 3 3 Total earning assets (43) 253 210 36 1,763 1,799 Interest expense on: Savings (1) — (1) (3) — (3) Interest-bearing checking 10 103 113 (11) 221 210 Money market 45 270 315 1 534 535 Time deposits 186 103 289 41 275 316 Total interest-bearing deposits 240 476 716 28 1,030 1,058 Federal funds purchased and securities sold under agreements to repurchase — (1) (1) — 1 1 Short-term borrowings (55) — (55) 95 — 95 Long-term borrowings 59 (6) 53 67 40 107 Total interest-bearing liabilities 244 469 713 190 1,071 1,261 Increase (decrease) in net interest income $ (287) $ (216) $ (503) $ (154) $ 692 $ 538

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
The mix of interest-bearing liabilities can also affect the interest spread. Funding for Regions’ earning assets comes from interest-bearing and non-interest-bearing sources. As previously discussed, in 2024 the Company continued to experience a remixing of deposits into higher-interest-bearing categories, albeit at a slower pace. Higher balances within these categories contributed to the overall increase in funding costs.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
(1) In the third quarter of 2022, the Company settled a previously disclosed matter with the CFPB. The Company received an insurance reimbursement in the fourth quarter of 2022 related to the settlement.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
On October 25, 2023, the Federal Reserve issued a proposal for public comment that, if finalized, would lower the maximum interchange fee that a large debit card issuer can receive for a debit card transaction. Under the proposed rule the maximum interchange fee would be subject to adjustments every other year based upon issuer cost data. The Company is studying the proposal and evaluating its impact.

Read it in 10-K 2025-02-21 at sec.gov ↗

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