8-K

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): December 10, 2024

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 December 10, 2024, the Board of Directors (the “Board”) of Regions Financial Corporation (“Regions” or the “Company”) appointed Roger W. Jenkins to the Board, such appointment to be effective on January 1, 2025. Mr. Jenkins was also appointed to serve as a member of the Board of Directors of the Company’s wholly owned subsidiary, Regions Bank (together with the Board, the “Boards”), also to be effective on January 1, 2025.

Mr. Jenkins, 63, is currently Chief Executive Officer of Murphy Oil Corporation, an independent, global oil and gas exploration and production company.

The appointment increases the size of the Boards to fourteen (14) members. Mr. Jenkins will serve on the Risk Committee and the Technology Committee of the Boards.

The Boards affirmatively determined that Mr. Jenkins is independent under New York Stock Exchange listing standards and the Company’s Corporate Governance Principles. There are no arrangements or understandings with other persons pursuant to which he was appointed to the positions described above. Additionally, there are no related person transactions involving Mr. Jenkins that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Mr. Jenkins will receive customary fees and equity awards from the Company for serving as a Director in accordance with Regions’ Director Compensation Program. Under the Director Compensation Program, Mr. Jenkins will receive a grant of restricted stock units under Regions’ 2015 Long Term Incentive Plan, to be made as of January 1, 2025, with a grant date value equal to $43,333, which is the prorated amount of the annual equity retainer paid uniformly to all non-employee Directors. The restricted stock units are subject to a continued service requirement and become vested on the date of the 2025 Annual Meeting of Shareholders, or earlier in the case of death or disability or upon termination without cause following a change in control of Regions.

Item 8.01    Other Events.

On December 11, 2024, the Company issued a press release announcing the appointment of Mr. Jenkins to the Boards. The press release is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

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.

Date: December 11, 2024

bod-jenkinsnewsreleasev9

NEWS RELEASE Media Contact: Jeremy D. King Regions Bank Regions Media Line: 205-264-4551 Regions News Online: regions.doingmoretoday.com Roger W. Jenkins Appointed to the Regions Financial Corp. and Regions Bank Boards of Directors The Murphy Oil executive will join the Regions Boards effective Jan. 1, 2025. BIRMINGHAM, Ala. – Dec. 11, 2024 – Regions Financial Corp. (NYSE:RF) on Wednesday announced Roger W. Jenkins, director and CEO of Murphy Oil Corporation, has been appointed to serve on the boards of Regions Financial Corp. and its subsidiary, Regions Bank. Jenkins’ term on the Regions boards will begin Jan. 1, 2025. An experienced corporate executive, Jenkins has been with Murphy Oil since 2001. In 2013, he was elevated to serve as director, president and CEO of the organization. Murphy Oil recently announced Jenkins will retire from Murphy’s board on Dec. 31, 2024, and will remain in an advisory role until his full retirement from Murphy on Dec. 31, 2025. Prior to serving Murphy Oil, Jenkins had a 17-year career with Texaco. As Murphy Oil’s president and CEO, Jenkins led the company in extensive business development opportunities, including achieving a leading position along the U.S. portion of the Gulf of Mexico. Jenkins also spearheaded the development of the company’s Kikeh Field, a deepwater oil and gas field off the shore of Sabah, Malaysia, that was the first of its kind in the country and one of Murphy’s largest and most profitable projects. “Roger is an accomplished board director and executive of a large, successful public company who has provided steady, strategic leadership through volatile market cycles and economic challenges,” said John Turner, Chairman, President and CEO of Regions Financial Corp. and Regions Bank. “He understands the importance of a customer-first business approach, the value of strong teams, and a commitment to effective governance and risk management. His values align with those of Regions, and with his experience and insights, I am confident we will continue to deliver soundness, profitability and growth while creating shared value for all our stakeholders.” Jenkins serves on several industry boards, including those guiding the American Petroleum Institute and the National Petroleum Council. He is the current board chair of the Louisiana State Roger W. Jenkins was appointed to the Regions Financial Corp. and Regions Bank boards, effective Jan. 1, 2025

University Foundation and was recognized as LSU Alum of the Year in 2016. In 2022, he was awarded the Spindletop Award, which honors an individual in the energy industry for contributions to both the industry and the community. Jenkins was named EY Entrepreneur of the Year for the Gulf South region in 2023. Jenkins earned a bachelor’s degree in Petroleum Engineering from Louisiana State University and an MBA in Finance from Tulane University, and completed the Advanced Management Program at Harvard Business School. “Living in Houston, I’ve seen firsthand the impressive growth and customer loyalty that Regions Bank has built in this city and throughout Texas and other rapidly expanding markets in the last few years,” Jenkins said. “With its attractive footprint, reputation for best-in-class customer service and commitment to sustainable innovation and growth, the future is bright for Regions, and I look forward to being a part of the organization’s ongoing success.” With the addition of Jenkins, the Regions Boards will consist of 14 members. Upon joining the Regions Boards, Jenkins will serve on the Risk and Technology Committees. Regions is committed to serving the long-term interests of shareholders by maintaining strong governance principles and cultivating an experienced and engaged Board of Directors with diverse skills and attributes supporting both Regions Financial Corp. and Regions Bank. Board members have adopted comprehensive Corporate Governance Principles to guide their oversight and independent governance. The Corporate Governance Principles affirm the Boards will seek members from diverse professional backgrounds, who combine a broad spectrum of experience and expertise with a reputation for integrity, to ensure the Boards maintain an appropriate mix of skills and characteristics to meet the needs of Regions and the people it serves. About Regions Financial Corporation Regions Financial Corporation (NYSE:RF), with $157 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 2,000 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. ###