Regions Financial Corporation

02/04/2026 | Press release | Distributed by Public on 02/04/2026 16:22

Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 4, 2026, the Board of Directors (the "Board") of Regions Financial Corporation (the "Company") approved and adopted amendments (the "Amendments") to the Company's Amended and Restated By-Laws (the "By-Laws").
The Amendments to the By-Laws include:
•Amendments to Article II, Section 2 to allow one or more stockholders who own at least 25% of the Company's stock the ability to request that a special meeting of stockholders be called, so long as such stockholders meet certain informational, timing, and other requirements set forth in the By-Laws.
•Amendments to Article II, Section 7 to make minor modifications to the advance notice provisions for stockholders to make nominations and propose other business, including with respect to the timing to submit notice if the date of the annual meeting is more than 30 days before or 70 days after the anniversary date of the prior year's annual meeting, removal of requirements to provide information from those acting in concert with the stockholder submitting a notice of nomination or other business, and revisions with respect to nominations at special meetings to conform to the amendments described above to Article II, Section 2.
•Amendments to Article V, Section 12 to define "officers" for purposes of the indemnification and advancement provisions as the Chief Executive Officer, President, Secretary, Chief Financial Officer or those other officers appointed by the Board.
•Amendments to update various provisions to conform to changes in Delaware law and reflect certain conforming, clarifying, ministerial, and other changes.
The foregoing summary is qualified in its entirety by reference to the By-Laws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated in this Item 5.03 by reference.
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