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): September 21, 2023

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 communication 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 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B	RF PRB	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

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 September 21, 2023, C. Matthew Lusco, Senior Executive Vice President, Chief Risk Officer of Regions Financial Corporation (the “Company”), notified the Company of his intent to retire from the Company on or around December 31, 2023.

The Company has appointed Russell Zusi as Senior Executive Vice President, Chief Risk Officer of the Company, effective as of the commencement of his employment with the Company, which is expected to occur on or around January 2, 2024.

Item 7.01 Regulation FD Disclosure.

On September 21, 2023, the Company issued a press release announcing Mr. Lusco’s planned retirement from the Company and Mr. Zusi’s appointment as Senior Executive Vice President, Chief Risk 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 September 21, 2023.
104	Cover Page Interactive Data (embedded within the Inline XBRL document).

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.

REGIONS FINANCIAL CORPORATION
By:	/s/ Tara A. Plimpton
Name:	Tara A. Plimpton
Title:	Chief Legal Officer and Corporate Secretary

Date: September 21, 2023

EX-99.1

Exhibit 99.1

NEWS RELEASE

Media Contact:
Jeremy D. King	Regions News Online: regions.doingmoretoday.com
Regions Bank	Regions News on Twitter: @RegionsNews
205-264-4551

Regions Financial Announces Matt Lusco to Retire, Russell Zusi to Serve as Chief Risk Officer

Lusco’s retirement is effective at the end of the year; Zusi will join the company as Lusco’s successor in January.

BIRMINGHAM, Ala. – Sept. 21, 2023 – Regions Financial Corp. (NYSE:RF) on Thursday announced Chief Risk Officer Matt Lusco will retire at the end of 2023 following a nearly 45-year career in risk, finance, auditing, and accounting roles. Russell Zusi has been named to succeed Lusco effective Jan. 2, 2024.

“Since joining Regions in 2011, Matt’s strategic leadership has reinforced a strong risk-management culture throughout our company,” said John Turner, President and CEO of Regions Financial Corp. “As a result of his insights and experience, Regions Bank has adopted more comprehensive risk frameworks, policies, and programs. We’ve built stronger risk-management teams, and all our associates understand their role in managing risks. We are deeply thankful for Matt’s contributions. With the foundation he has established, we are well positioned to continue to deliver value to all our stakeholders.”   “Regions is operating from a position of strength, and that is a testament to how our teams across the bank prioritize and carefully manage risks while ensuring we are meeting the needs of customers and responsibly innovating in the marketplace,” Lusco added. “It has been an honor to be a part of the Regions leadership team and to lead our risk-management functions. I am confident Regions will continue to grow and excel. Russ Zusi is a proven leader who’s joining an incredible organization, and he will be supported by very talented risk-management teams and associates throughout the company who are united in our focus on properly recognizing, assessing, and managing risks.”   Matt Lusco

Zusi joins Regions from Bank of America, where he has spent nearly 20 years in Risk Management and Finance roles, leading to his most recent position as co-head of Global Compliance and Operational Risk and Global Technology and Operations Chief Risk Officer.   In this role, Zusi was responsible for overseeing the company’s strategy, governance, and execution of the Compliance and Operational Risk program. He prioritized comprehensive risk-management coverage and a culture of effectively managing risks, including ensuring a prudent control environment while supporting the company’s growth strategy. He also maintained strong relationships with key regulators and supervisory institutions worldwide, the bank’s senior leadership team, governance committees and the board of directors.   As Regions’ Chief Risk Officer, Zusi will report directly to Turner and will serve on the company’s Executive Leadership Team. His responsibilities will include overseeing Regions’ company-wide risk-management functions, including Financial Risk, Non-Financial Risk, Compliance and Regulatory Risk, Enterprise Risk, Risk Initiative Management and Integration, and Business Unit Risk Groups for the Corporate Banking Group, Consumer Banking Group, and Wealth Management.   Russ Zusi

“Risk management is a foundational element of our business at Regions,” Turner said. “It’s a strategic priority and a fundamental part of our culture. Our industry is currently operating in a fast-changing and complex environment with new and emerging challenges and opportunities. Russ understands the crucial role of effective risk management, and we are pleased to welcome his experience and insights.”

“Regions has built a solid reputation as a financial institution that’s dedicated to responsible growth and thoughtful, comprehensive risk management,” Zusi added. “I look forward to joining Regions and collaborating with teams across the company on ways to consistently evolve and enhance risk management while striving to exceed the expectations of all stakeholders.”

Zusi graduated from Cornell University with a Bachelor of Science in Operations Research and Industrial Engineering and a Master of Business Administration. He serves as a board member and head of the finance committee for LIFESPAN, a nonprofit supporting people with disabilities.

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $156 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 more than 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.

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XML

Document and Entity Information	Sep. 21, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	REGIONS FINANCIAL CORP
Amendment Flag	false
Entity Central Index Key	0001281761
Document Type	8-K
Document Period End Date	Sep. 21, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-34034
Entity Tax Identification Number	63-0589368
Entity Address, Address Line One	1900 Fifth Avenue North
Entity Address, City or Town	Birmingham
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35203
City Area Code	(800)
Local Phone Number	734-4667
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $.01 par value
Trading Symbol	RF
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B
Trading Symbol	RF PRB
Security Exchange Name	NYSE
Series C Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	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
Trading Symbol	RF PRC
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/40th Interest in a Share of 4.45% Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	RF PRE
Security Exchange Name	NYSE