v3.25.4
Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Shareholders' Equity and Accumulated Other Comprehensive Income (Loss)
NOTE 14. SHAREHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
PREFERRED STOCK
The following table presents a summary of the non-cumulative perpetual preferred stock:
20252024
Issuance DateEarliest Redemption Date
Dividend Rate (1)
Liquidation AmountLiquidation preference per ShareLiquidation preference per Depositary ShareOwnership Interest per Depositary ShareShares Issued and OutstandingCarrying AmountCarrying Amount
(Dollars in millions, except for share and per share amounts)
Series C4/30/20195/15/20295.700 %
(2)
$500 1,000 25 1/40th500,000$490 $490 
Series D(3)
6/5/20206/15/20255.750 %

— 100,000 1,000 1/100th— — 346 
Series E5/4/20216/15/20264.450 %400 1,000 25 1/40th400,000390 390 
Series F7/29/20249/15/20296.950 %
(4)
500 1,000 25 1/40th500,000 489 489 
$1,400 1,400,000 $1,369 $1,715 
_________
(1)Dividends on all series of preferred stock, if declared, accrue and are payable quarterly in arrears.
(2)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to August 15, 2029, 5.700%, and (ii) for each period beginning on or after August 15, 2029, three-month CME Term SOFR plus 3.410% which includes a 0.262% spread adjustment for the transition to SOFR in accordance with ISDA protocols.
(3)Prior to the shares' full redemption on June 16, 2025, dividends were paid quarterly at an annual rate equal to 5.750%.
(4)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning on September 15, 2024, 6.950% and (ii) for each period beginning on or after September 15, 2029, the five-year Treasury rate as of the most recent reset dividend determination date plus 2.771%.
All series of preferred stock have no stated maturity and redemption is solely at Regions' option, subject to regulatory approval, in whole, or in part, after the earliest redemption date or in whole, but not in part, at any time following a regulatory capital treatment event for the Series C, Series E, and Series F preferred stock.
The Board declared a total of $91 million and $104 million in cash dividends on preferred stock in 2025 and 2024, respectively.
During the second quarter of 2025, the Company redeemed all 3,500 outstanding shares of Series D non-cumulative perpetual preferred stock and the corresponding depositary fractional shares at par for $350 million. Upon redemption, net income available to common shareholders was reduced by $4 million related to issuance costs.
In the event Series C, Series E, or Series F preferred shares are redeemed in full at their respective liquidation amounts, $10 million, $10 million, or $11 million in excess of the redemption amount over the carrying amount will be recognized, respectively. These excess amounts represent issuance costs that were recorded as reductions to preferred stock, including related surplus, and will be recorded as reductions to net income available to common shareholders.
COMMON STOCK
The Company's results of the 2024 stress test from the Federal Reserve reflect that the Company exceeded all minimum capital levels and the Company's SCB was floored at 2.5 percent from the fourth quarter of 2024 through the third quarter of 2025. As a Category IV bank, Regions was not required to participate in the 2025 stress test. Nonetheless, like other Category IV banking organizations, the Company did receive results from the Federal Reserve during the second quarter of 2025. From the fourth quarter of 2025 through the third quarter of 2026, the Company's SCB will remain floored at 2.5 percent.
On April 20, 2022, the Board authorized the repurchase of up to $2.5 billion of the Company's common stock, permitting purchases from the second quarter of 2022 through the fourth quarter of 2024 and was subsequently extended on December 10, 2024 permitting repurchases through the fourth quarter of 2025. As of December 31, 2025, Regions had repurchased approximately 78 million shares of common stock at a total cost of $1.7 billion under this plan. All of these shares were immediately retired upon repurchase and therefore were not included in treasury stock. On December 10, 2025, the Board authorized the repurchase of up to $3.0 billion of the Company's common stock for the period beginning January 1, 2026 and extending through December 31, 2027. This authorization supersedes the prior share repurchase program, which expired on December 31, 2025.
Regions declared $1.03 per common share in cash dividends for 2025, $0.98 per common share for 2024, and $0.88 per common share for 2023.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following tables present the balances and activity in AOCI on a pre-tax and net of tax basis for the years ended December 31:
 2025
 Pre-tax AOCI Activity
Tax Effect and Other (1)
Net AOCI Activity
 (In millions)
Total accumulated other comprehensive income (loss), beginning of period$(3,912)$984 $(2,928)
Unrealized losses on securities transferred to held to maturity:
Beginning balance$(744)$188 $(556)
Unrealized gains (losses) on securities transferred from available for sale during the period(227)57 (170)
Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)
104 (26)78 
Change in AOCI from securities held to maturity activity in the period(123)31 (92)
Ending balance$(867)$219 $(648)
Unrealized gains (losses) on securities available for sale:
Beginning balance$(1,958)$490 $(1,468)
Unrealized (gains) losses on securities transferred to held to maturity during the period227 (57)170 
Unrealized gains (losses) arising during the period1,104 (274)830 
Reclassification adjustments for securities (gains) losses realized in net income (3)
53 (13)40 
Change in AOCI from securities available for sale activity in the period1,384 (344)1,040 
Ending balance$(574)$146 $(428)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance$(662)$168 $(494)
Unrealized gains (losses) on derivative instruments arising during the period
329 (84)245 
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)
242 (61)181 
Change in AOCI from derivative activity in the period571 (145)426 
Ending balance$(91)$23 $(68)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(548)$138 $(410)
Net actuarial gains (losses) arising during the period(4)3 (1)
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)
27 (7)20 
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period23 (4)19 
Ending balance$(525)$134 $(391)
Total other comprehensive income 1,855 (462)1,393 
Total accumulated other comprehensive income (loss), end of period$(2,057)$522 $(1,535)
2024
Pre-tax AOCI Activity
Tax Effect (1)
Net AOCI Activity
(In millions)
Total accumulated other comprehensive income (loss), beginning of period$(3,773)$961 $(2,812)
Unrealized losses on securities transferred to held to maturity:
Beginning balance$(9)$1 $(8)
Unrealized gains (losses) on securities transferred from available for sale during the period(754)192 (562)
Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)
19 (5)14 
Change in AOCI from securities held to maturity activity in the period(735)187 (548)
Ending balance$(744)$188 $(556)
Unrealized gains (losses) on securities available for sale:
Beginning balance$(2,759)$703 $(2,056)
Unrealized (gains) losses on securities transferred to held to maturity during the period754 (192)562 
Unrealized gains (losses) arising during the period(161)31 (130)
Reclassification adjustments for securities (gains) losses realized in net income (3)
208 (52)156 
Change in AOCI from securities available for sale activity in the period801 (213)588 
Ending balance$(1,958)$490 $(1,468)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance$(399)$102 $(297)
Unrealized gains (losses) on derivative instruments arising during the period
(683)172 (511)
Reclassification adjustments for (gains) losses on derivative instruments realized in net income (2)
420 (106)314 
Change in AOCI from derivative activity in the period(263)66 (197)
Ending balance$(662)$168 $(494)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(606)$155 $(451)
Net actuarial gains (losses) arising during the period27 (9)18 
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)
31 (8)23 
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period58 (17)41 
Ending balance$(548)$138 $(410)
Total other comprehensive income (loss)(139)23 (116)
Total accumulated other comprehensive income (loss), end of period$(3,912)$984 $(2,928)
2023
Pre-tax AOCI Activity
Tax Effect (1)
Net AOCI Activity
(In millions)
Total accumulated other comprehensive income (loss), beginning of period$(4,481)$1,138 $(3,343)
Unrealized losses on securities transferred to held to maturity:
Beginning balance$(11)$2 $(9)
Reclassification adjustments for amortization on unrealized losses (2)
2 (1)1 
Ending balance$(9)$1 $(8)
Unrealized gains (losses) on securities available for sale:
Beginning balance$(3,433)$872 $(2,561)
Unrealized gains (losses) arising during the period669 (168)501 
Reclassification adjustments for securities (gains) losses realized in net income (3)
5 (1)4 
Change in AOCI from securities available for sale activity in the period674 (169)505 
Ending balance$(2,759)$703 $(2,056)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance$(468)$119 $(349)
Unrealized gains (losses) on derivatives arising during the period(167)43 (124)
Reclassification adjustments for (gains) losses realized in net income (2)
236 (60)176 
Change in AOCI from derivative activity in the period69 (17)52 
Ending balance$(399)$102 $(297)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(569)$145 $(424)
Net actuarial gains (losses) arising during the period(82)21 (61)
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)
45 (11)34 
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period(37)10 (27)
Ending balance$(606)$155 $(451)
Total other comprehensive income (loss)708 (177)531 
Total accumulated other comprehensive income (loss), end of period$(3,773)$961 $(2,812)
____
(1)The impact of all AOCI activity is shown net of the related tax impact, calculated using a nominal tax rate of approximately 25 percent.
(2)Reclassification amount is recognized in net interest income in the consolidated statements of income.
(3)Reclassification amount is recognized in securities gains (losses), net in the consolidated statements of income.
(4)Reclassification amount is recognized in other non-interest expense in the consolidated statements of income. Additionally, these accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost (see Note 17 for additional details).