RFRegions Financial Corporation
Regions Financial Corporation is a FHC headquartered in Birmingham, Alabama operating in the South, Midwest and Texas. 10-K, Item 1
Deals between RF and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-23 reports that the one filed 2025-03-03 did not, quoted as filed.
New this year
1 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-03.
REGULATION O POLICIES AND PROCEDURES“Our wholly owned subsidiary, Regions Bank, requires that any request for an extension of credit from a Director, executive officer, or principal shareholder or their immediate family member be reviewed by Credit Risk Governance & Policy Compliance, in consultation with the appropriate credit executive, to determine applicable compliance with our policies and procedures. All requests that fall under Regulation O require the approval of the Head of Enterprise Credit Risk or the Chief Credit Officer. If a request would result in aggregate credit exposure of more than $500,000, a majority of the board of directors of Regions Bank must preapprove it. Reports of all extensions of credit made under Regulation O are provided to the Regions Bank board in compliance with the regulation.”
Read it in the proxy ↗
New wording of the review policy 2 paragraphs without an amount or a name
REGULATION O POLICIES AND PROCEDURES“We maintain additional policies and procedures to help ensure our compliance with the Federal Reserve’s Regulation O. This regulation imposes various conditions on a bank’s extension of credit to directors, executive officers, and principal shareholders and their related interests. Any such extensions of credit must comply with our Regulation O policies and procedures. All of our extensions of credit to our Directors, executive officers, principal shareholders, and their related interests comply with our Regulation O policies and procedures.”
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REGULATION O POLICIES AND PROCEDURES“Our Regulation O policies and procedures require that extensions of credit (including interest rates and collateral) to Directors, executive officers, and principal shareholders and their related interests must be made on substantially the same terms as those prevailing at the time for comparable transactions with parties who are not covered; follow credit underwriting procedures no less stringent than those prevailing at the time for comparable transactions with non-covered parties; not involve more than the normal risk of repayment or present other features unfavorable to Regions; and be reported in accordance with the Financial Institutions Rate Control and Regulatory Act of 1978 and Regulation O requirements. In addition, the amount of covered extensions of credit cannot exceed individual and aggregate regulatory lending limits.”
Read it in the proxy ↗
The whole section 10 paragraphs, proxy filed 2026-03-23
RELATED PERSON TRANSACTIONS“We may occasionally enter into or participate in transactions with certain persons related to Regions, whom we refer to as “related persons.” Related persons include our executive officers, Directors, Director nominees, and beneficial owners of 5% or more of any class of Regions voting securities, as well as the immediate family members and certain associated entities of such persons. The Board has adopted a written Related Person Transactions Policy that provides a mechanism for identifying, evaluating, and approving or prohibiting significant transactions involving Regions and related persons.”
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RELATED PERSON TRANSACTIONS“There were no related person transactions in accordance with our Related Person Transactions Policy.”
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RELATED PERSON TRANSACTIONS“For the purposes of this policy, a “related person transaction” is a transaction, arrangement, or relationship or any series of similar transactions, arrangements, or relationships, including any indebtedness or guarantee of indebtedness (each a “transaction”) in which (i) Regions was, is, or will be a participant; (ii) the amount involved exceeds $120,000 in any fiscal year; and (iii) any “related person” had, has, or will have a direct or indirect material interest. Certain types of transactions are explicitly excluded from the policy given their nature, regardless of the amount involved.”
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RELATED PERSON TRANSACTIONS“Any proposed transaction in which a related person may have a direct or indirect material interest is subject to advance notification requirements and, if confirmed that the transaction constitutes a related person transaction, the NCG Committee’s review. Facts and circumstances considered in this review include:”
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RELATED PERSON TRANSACTIONS“◼ Its potential impact on the relevant Director’s independence (if the related person is a Director, an immediate family member of a Director, or an entity in which a Director is a partner, shareholder, or executive officer);”
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RELATED PERSON TRANSACTIONS“◼ The terms of the transaction, including whether those terms are available to unrelated third parties or to associates in general; and ◼ Whether the transaction is consistent with Regions’ Code of Conduct.”
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RELATED PERSON TRANSACTIONS“The NCG Committee is authorized to approve or ratify related person transactions that are in the best interests of the Company and its shareholders and that are consistent with the Code of Conduct. Transactions that present a conflict of interest or are deemed inconsistent with the interests of Regions and its shareholders must be prohibited by the NCG Committee and cannot be entered into or continued by Regions.”
Read it in the proxy ↗
REGULATION O POLICIES AND PROCEDURES“We maintain additional policies and procedures to help ensure our compliance with the Federal Reserve’s Regulation O. This regulation imposes various conditions on a bank’s extension of credit to directors, executive officers, and principal shareholders and their related interests. Any such extensions of credit must comply with our Regulation O policies and procedures. All of our extensions of credit to our Directors, executive officers, principal shareholders, and their related interests comply with our Regulation O policies and procedures.”
Read it in the proxy ↗
REGULATION O POLICIES AND PROCEDURES“Our Regulation O policies and procedures require that extensions of credit (including interest rates and collateral) to Directors, executive officers, and principal shareholders and their related interests must be made on substantially the same terms as those prevailing at the time for comparable transactions with parties who are not covered; follow credit underwriting procedures no less stringent than those prevailing at the time for comparable transactions with non-covered parties; not involve more than the normal risk of repayment or present other features unfavorable to Regions; and be reported in accordance with the Financial Institutions Rate Control and Regulatory Act of 1978 and Regulation O requirements. In addition, the amount of covered extensions of credit cannot exceed individual and aggregate regulatory lending limits.”
Read it in the proxy ↗
REGULATION O POLICIES AND PROCEDURES“Our wholly owned subsidiary, Regions Bank, requires that any request for an extension of credit from a Director, executive officer, or principal shareholder or their immediate family member be reviewed by Credit Risk Governance & Policy Compliance, in consultation with the appropriate credit executive, to determine applicable compliance with our policies and procedures. All requests that fall under Regulation O require the approval of the Head of Enterprise Credit Risk or the Chief Credit Officer. If a request would result in aggregate credit exposure of more than $500,000, a majority of the board of directors of Regions Bank must preapprove it. Reports of all extensions of credit made under Regulation O are provided to the Regions Bank board in compliance with the regulation.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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