Regions Financial (RF) director grants 1,095 phantom stock units in fee deferral

Rhea-AI Filing Summary

Regions Financial Corporation director reports additional phantom stock compensation. Director Mark A. Crosswhite reported an acquisition of 1,095.7223 units of phantom stock on 01/15/2026 at a reference price of $28.52 per unit. After this transaction, he beneficially holds 20,766.8994 phantom stock units on a direct basis.

Each phantom stock unit represents the right to receive the cash value of one share of Regions Financial common stock. Mr. Crosswhite elected to receive these phantom stock units in lieu of cash fees under the company’s Director Compensation Program, with awards accrued quarterly under the Directors’ Deferred Investment Plan. The phantom stock is settled in cash in a lump sum or up to ten annual installments, within 30 days after the close of the plan year in which the director’s board service ends, and includes quarterly cash dividends deemed reinvested into additional phantom stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Crosswhite Mark A.

(Last) (First) (Middle)

P. O. BOX 10247

(Street)

BIRMINGHAM AL 35202-0247

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REGIONS FINANCIAL CORP [ RF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	01/15/2026		A(2)		1,095.7223		(3)	(3)	Common Stock	1,095.7223	$28.52	20,766.8994(4)	D

Explanation of Responses:

1. Each share of phantom stock represents the right to the cash value of one share of Regions' common stock.

2. The reporting person has elected to receive shares of phantom stock in lieu of cash compensation payable pursuant to Regions' Director Compensation Program. The shares of phantom stock are accrued under Regions' Directors' Deferred Investment Plan on the date such fees would otherwise be payable (i.e., quarterly, in arrears).

3. Shares of phantom stock are payable in cash in a lump sum or up to 10 annual installments, at the election of the reporting person, within 30 days after the close of the plan year in which the reporting person terminates service as a director.

4. Includes quarterly cash dividends that have been deemed reinvested in phantom stock.

Remarks:

	/s/ Elizabeth H. Townsend - Attorney-in-Fact	01/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Regions Financial (RF) report for Mark A. Crosswhite?

Regions Financial reported that director Mark A. Crosswhite acquired 1,095.7223 units of phantom stock on 01/15/2026, recorded as a derivative security on a Form 4.

How many phantom stock units does the Regions Financial (RF) director hold after this Form 4 transaction?

Following the reported transaction, Mark A. Crosswhite beneficially owns 20,766.8994 phantom stock units, held in direct ownership.

What is phantom stock in the context of Regions Financial (RF) director compensation?

Each unit of phantom stock represents the right to the cash value of one share of Regions Financial common stock, rather than actual shares, and is settled in cash.

Why did the Regions Financial (RF) director receive phantom stock instead of cash?

Mark A. Crosswhite elected to receive phantom stock in lieu of cash compensation under Regions Financial’s Director Compensation Program, with units accrued quarterly in arrears under the Directors’ Deferred Investment Plan.

When is the Regions Financial (RF) phantom stock payable to the director?

The phantom stock is payable in cash in a lump sum or up to 10 annual installments, at the director’s election, within 30 days after the close of the plan year in which the director terminates service on the board.

Do Regions Financial (RF) phantom stock units include dividends for the director?

Yes. The reported phantom stock holdings include quarterly cash dividends that have been deemed reinvested into additional phantom stock units.