8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 12, 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 communications 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2026, Regions Financial Corporation (the “Company”) announced that David J. Turner, Jr. has provided notice of his intent to retire from his position as Senior Executive Vice President, Chief Financial Officer of the Company, effective March 31, 2026.

The Company also announced that, effective upon Mr. Turner’s retirement, it has appointed Anil D. Chadha to serve as Senior Executive Vice President, Chief Financial Officer of the Company.

Mr. Chadha, 47, has served Regions as Controller since December 2021 and as head of Corporate Finance since December 2023. He previously served as Executive Vice President, Head of Risk Shared Services & Analytics from May 2018 to November 2021, and as Senior Vice President, Assistant Treasurer from September 2015 to April 2018. Before joining Regions in August 2011 as Senior Vice President, Debt & Capital Planning Manager, he worked in Finance and Treasury at Ally Financial, Wachovia/Wells Fargo, and Capital One.

Mr. Chadha has no family relationships with any of the Company’s directors or executive officers, there are no arrangements or understandings between Mr. Chadha and any other person pursuant to which Mr. Chadha was appointed to his new position with the Company, and there are no related party transactions between the Company and Mr. Chadha reportable under Item 404(a) of Regulation S-K.

The material terms of the compensation arrangements for Mr. Chadha and Mr. Turner, if any, related to these transitions will be disclosed once they have been approved.

Item 7.01 Regulation FD Disclosure.

On January 12, 2026, the Company issued a press release announcing Mr. Turner’s planned retirement from the Company and Mr. Chadha’s appointment as Senior Executive Vice President, Chief Financial Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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	Press release dated January 12, 2026.
104	Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Regions Financial Corporation
Date: January 12, 2026	By:	/s/ Tara A. Plimpton
		Name:	Tara A. Plimpton
		Title:	Chief Legal Officer and Corporate Secretary

Document

Exhibit 99.1

NEWS RELEASE

Media Contact:

Jeremy D. King

Regions Bank

205-264-4551

Regions News Online: regions.doingmoretoday.com

Regions Financial Announces David Turner to Retire, Anil Chadha to Serve as Chief Financial Officer

After a remarkable career in finance and audit, Turner will step down in March.

BIRMINGHAM, Ala. – Jan. 12, 2026 – Regions Financial Corp. (NYSE:RF) on Monday announced Chief Financial Officer David Turner will retire March 31 following a nearly 40-year career in auditing and finance, including 20 years of service at the bank. Regions Bank veteran Anil Chadha, who currently serves on Turner’s Finance Department leadership team as Controller and head of Corporate Finance, will succeed Turner as Chief Financial Officer.

Turner was elevated to CFO at Regions in 2010 and is credited with helping successfully lead the company through what was a tumultuous time for the banking industry. His focus on effective capital allocation and his commitment to prudent risk management were key in strengthening the bank’s position and setting the stage for the peer-leading financial performance Regions is experiencing today.

“David has been a steady and trusted leader through some of the most pivotal moments in our company’s history,” said John Turner, Chairman, President and CEO of Regions Financial Corp. “His financial acumen, his integrity and his unwavering commitment to making sound, strategic decisions have left a lasting legacy. We are deeply grateful for his tremendous service and wish him all the best in this well-earned next chapter.”

During David Turner’s tenure, Regions has delivered sustained growth, achieving strong earnings and consistent value creation for shareholders. Net income reached more than $1.7 billion in 2024, supported by strategic execution and operational discipline. The company’s stock price has grown by approximately 320 percent since 2010, and based on third quarter 2025 results, Regions is on track to lead its peer group in return on average tangible common equity (ROATCE) for the fifth consecutive year.

Regions maintains a strong balance sheet, robust capital and liquidity positions and a strategic hedging program that has helped the company manage interest-rate risk while maintaining resilience through diverse market and economic conditions.

David Turner is also known for cultivating strong, engaged teams and mentoring the next generation of leaders. Chadha, his successor as CFO, is a good example, having worked closely with Turner since joining Regions in 2011.

“Regions is well positioned for continued success,” David Turner said. “I’m proud of the hard work and dedication of our teams over the years to achieve strong financial performance while keeping customers at the forefront. I’ve enjoyed being part of the journey, and it’s been an honor to serve this company and its incredible associates. I’m thrilled to pass the baton to Anil, a strong and capable leader whose deep expertise in finance and risk management – combined with his strategic vision and passion for innovation – will serve Regions well in the years ahead.”

As Chief Financial Officer, Chadha will oversee all finance operations, including financial systems, investor relations, corporate treasury, corporate tax, management planning and reporting, accounting and corporate development.

Most recently, Chadha has served as Controller and head of Corporate Finance and as a member of the company’s Executive Leadership Team. In that role, Chadha has managed financial reporting, accounting policy, accounting operations and all financial planning activities.

Previously, he was assistant treasurer, where he managed capital, funding and liquidity. Chadha also led the Shared Risk Services & Analytics team in Regions Risk Management, which included managing credit data reporting and analytics and overseeing the allowance for credit losses and commercial real estate appraisals and evaluations. Before joining Regions, Chadha worked in Finance and Treasury at Ally Financial, Wachovia/Wells Fargo and Capital One.

He earned a bachelor’s in Business Administration from the University of Alabama-Birmingham and a master’s in Business from the Babcock Graduate School of Management at Wake Forest University.

“I am humbled and grateful for the opportunity to succeed David in this position and build on the strong foundation he has established,” Chadha said. “It’s been a privilege to work with and learn from David, from both a professional and a personal standpoint. He brings exceptional insights and sound judgment to every discussion, while consistently delivering thoughtful, people-focused solutions.”

Chadha is active in the community, serving on the Finance Advisory Board of the University of Alabama at Birmingham Collat School of Business and the UAB Athletics Foundation Board. He is also on the executive committee of the board of REV Birmingham, a nonprofit focused on economic development and revitalization, and the Mike Slive Foundation board. Chadha is a former Birmingham Business Journal “Top 40 Under 40” honoree and part of the 2021 Birmingham cohort of the Young American Leaders Program at the Harvard Business School.

Turner and Chadha will continue working closely together through March, ensuring a smooth transition and seamless handoff.

“While we’ll certainly miss David’s leadership – not to mention his trademark sense of humor – I’m genuinely excited about working closely with Anil,” John Turner said. “He brings a deep understanding of Regions’ strategic vision and is fully aligned with our near-term goals and long-term priorities. At the same time, Anil offers a fresh perspective that will help us continue evolving and strengthening our business.

“We are carrying forward the momentum and clarity David brought to our team,” the CEO added. “Regions is well positioned as an industry leader, and we remain focused on executing our strategy and delivering strong value to our customers, our communities, our associates and our shareholders.”

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $160 billion in assets, is a member of the S&P 500 Index and is one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, and mortgage products and services. Regions serves customers across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,250 banking offices and more than 1,850 ATMs. Regions Bank is an Equal Housing Lender and Member FDIC. Additional information about Regions and its full line of products and services can be found at www.regions.com.

Forward-Looking Statements

This release may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, which reflect Regions’ current views with respect to future events and financial performance. The words “future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “predicts,” “potential,” “objectives,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “would,” “will,” “may,” “might,” “could,” “should,” “can,” and similar terms and expressions often signify forward-looking statements. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results, or other developments. Forward-looking statements are based on management’s current expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made, and are subject to various known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from the views, beliefs, and projections expressed in such statements. Factors that may cause actual results to differ from those described in forward-looking statements include those risks and other factors identified in Regions’ Annual Report on Form 10-K for the year ended December 31, 2024, and in Regions’ subsequent filings with the Securities and Exchange Commission. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Regions assumes no obligation and does not intend to update or revise any forward-looking statements that are made from time to time.