Regions Financial Corp (RF) May 2026 Annual General Meeting Transcript

Good morning, everyone. On behalf of the Board of Directors of Regions Financial Corporation, I'd like to extend a warm welcome to Regions' 2026 annual meeting with shareholders. My name is John Turner, Regions Chairman, President, and CEO. At this time, I call the meeting to order. The proxy statement, rules of conduct, and agenda for today's meeting are available through the meeting materials section of the virtual meeting website. In order to conduct an orderly meeting, we ask that shareholders abide by the procedures set forth in the rules of conduct. The polls are already open on the virtual meeting website for shareholders who have not yet voted on the proposals on the agenda for today's meeting, as set forth in the proxy statement. If you have previously voted, you do not need to vote today unless you wish to change your vote. At this time, I'd like to recognize the members of our board of directors who are standing for re-election. In addition to myself, we have Mark Crosswhite, Nupur Davis, John Agro-Ladriga, Tom Hill, Roger Jenkins, Joya Johnson, Ruth Ann Marshall, Allison Rand, Lee Steislinger, Jose Sequet, and Tim Vines. Together these directors bring a strong mix of skills, experience, and perspectives that meaningfully support the company's continued progress. I'm grateful to each of you for your leadership, commitment, and willingness to serve. Let me also take this opportunity to recognize and thank Director Jim Prokopenko, who is retiring from the board at this meeting following 10 years of distinguished leadership and dedicated service. Jim, your unwavering commitment, sound judgment, and strategic insight have been invaluable to regions and the board during your service as a director and as chair of the risk committee. We extend our sincere appreciation and deep respect for your leadership and for the enduring impact of your contributions to the company. Next, representing Ernst & Young LLP, our independent registered public accounting firm, are Laurie Goodson and Matt Whipp. We appreciate your participation today. Broadridge Financial Solutions, who has been appointed by the Board to act as Inspector of Election and count and certify the votes for this meeting, is represented today by Gary Wozniak. Thank you for being with us, Gary. I'll now turn the meeting over to Tara Plimpton, Region's Chief Legal Officer and Corporate Secretary, for the official business of the meeting.

Thank you, John. Notice of this meeting was duly given and a quorum is present for purposes of transacting shareholder business. Reports of such will be filed with the minutes of this meeting. The record date for receiving notice of and voting at this meeting was the close of business on March 10th. This year, there are eight proposals to be considered and acted upon. Descriptions of these proposals have been provided in the proxy statement. As detailed in the proxy statement, the Board has recommended that you vote for the election of each of the 13 director nominees for the say-on-pay proposal, for the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2026, and for the amendments to the Certificate of Incorporation to eliminate certain supermajority voting requirements, eliminate certain business combination restrictions and the related supermajority voting standard, limit certain liability of officers as permitted by Delaware law, and implement other miscellaneous changes as described in the proxy statement the board has recommended that you vote against the shareholder proposal relating to special shareholder meeting at this

time we will ask mr john cheveton the proponent of the shareholder proposal to introduce the proposal into the meeting this is john cheveton proposal 8 shareholder ability to call for a special shareholder meeting those ask our board of directors to take the steps necessary to amend the appropriate governing documents to give the owners a combined 10 percent of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting. There shall be no poison pill type rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting. Regions Financial is a Delaware company and shareholders in a Delaware company can have the right to call for a special shareholder meeting and the right to act by written consent region's shareholders have no right to act by written consent which is all the more reason to have an attainable right for region's shareholders to call for a special shareholder meeting region's financial concern about requiring 10 percent of shares to call for special shareholder meeting is unfounded shareholders at more than 100 companies have voted on a shareholder right to call for a special shareholder meeting but not one of these 100 companies, have ever claimed that a special meeting ever actually took place at any company anywhere that requires 15% or more shares to call for a special shareholder meeting. Of course, companies want a 15% or higher figure because they know that a 15% or higher figure means a special meeting will never take place and shareholders will have a meaningless right. There's no concern that a special shareholder meeting gives a small group of shareholders too much influence because a majority vote would be required for approval of the special shareholder meeting topics. Regions Financial concludes by making an appeal to distraction by claiming that shareholders should not be interested in proving their rights and simply be grateful that Regions has the usual governance practices that most other companies have. Please vote yes. Shareholder ability to call for special shareholder meeting proposal 8.

Thank you, Mr. Chavez. That concludes the presentation of the proposals. The polls have been open during the meeting and are about to be closed. If you wish to vote online, please follow the instructions on the screen. We will pause to allow shareholders an additional opportunity to submit their votes. No other business has been properly brought before the meeting. Therefore, I now declare the polls for voting closed. We will pause to allow the administrator to close the polls. The vote tabulation will be finalized and certified by the inspector of election and filed with the minutes of the meeting. The company will report the final voting results in a Form 8K to be filed with the SEC within four business days of this meeting. I will now turn the meeting back over to John Turner, our chairman, president, and CEO, for closing remarks.

Thank you, Tara. The formal meeting now stands adjourned. On behalf of the board, I want to express our genuine appreciation to our shareholders for your continued support. We recognize the trust you place in us and are committed to honoring that trust through disciplined execution and a continued focus on long-term sustainable growth that protects and strengthens your investment in Regents. We will now move into a question and answer session. Tom Spear, Regents Head of Investor Relations, will cover a few guidelines that will follow for Q&A. Thank you, John.

To encourage shareholder participation and replicate the environment of an in-person annual meeting, we welcome shareholder questions. As a reminder, shareholders who have logged into the virtual meeting website using their control number can submit up to two questions using the Ask a Question text box to be addressed in accordance with the rules of conduct for today's meeting. As a preliminary matter, please note that the forward-looking statement disclaimer and non-GAAP information set forth in the proxy statement cover today's Q&A in the proxy statement. Shareholders were able to submit questions in advance of today's meeting. Three meeting questions that were submitted in accordance with the rules of conduct for the meeting were addressed prior to submitted today that questions not answered individually or as part of a bundled question may be raised separately after the meeting by reaching out to us using the information under the section How to Contact Us on page 51 of the proxy For all questions, shareholders must identify themselves by name, and shareholders may be identified by name as questions. We will now address questions submitted.

Thank you, Tom. So the first question we've received is, please advise the RF response to reports from early 2026 noted that the company's revenue was flat over the previous two years, leading to concerns about slow growth. We actually reported revenue growth of 6% 2025 versus 2024, and on an adjusted basis, 4% revenue growth, which we think is pretty good. For the first quarter of 2026 versus 2025, we reported, again, about 4% revenue growth, and that was on loan growth that really didn't occur until later in the quarter. So we feel like we have good momentum. Our balance sheet is well positioned. We're executing our plan very well, we believe, making investments in talent, in markets, in technology, all of which positions regions to continue to grow and grow nicely, we think. The second question we received is, please advise the RF response to analysts flagged a slight uptick in net charge-offs in late 2025 and early 2026, raising concerns about borrower creditworthiness and potential impacts on future profitability. Again, we have signaled, I think, over the last number of quarters that we expected charge-offs to be somewhat elevated as we work through problems that we previously identified in a couple specific portfolios. That has actually occurred. We did report slightly elevated charge-offs in the first quarter of 2026. But at the same time, our credit metrics continue to improve. Criticized loans are coming down. The level of non-performing assets or non-accruals continues to come down. And we've committed to 40 to 50 basis points of charge-offs for the year and feel very good about our ability to perform within that range. So I would say all in all, we believe credit quality is continuing to improve and returning to more normalized levels, which we feel good about. Next question is, how would you ensure a more profitable business going on? Performance in the last five years has been very poor. We take issue with that characterization to be sure. We think that we have performed very well over the last five years. In fact, we performed at the top of our peer group when using return on average tangible common equity as a metric. In fact, if you look at our 15-member peer group, our total shareholder return over the last five years has been 105%, which ranks us third amongst those 15 peers. And over the last two years, our total shareholder return is 304%, which ranks us well ahead of every member of the 15-member peer group. So if you've invested in regions over that period of time, we think you've experienced a very nice return, and we believe our company will continue to deliver those kinds of results for shareholders in the future. That is all the questions that we've received today. We appreciate your interest in our company. Thank you for participating in today's meeting. And if you have any additional questions, please reach out to our investor relations team they'll be happy to engage with you in the future again thank you very much this now concludes the meeting thank you for joining and have a pleasant day