Regions Financial director adds stock-linked pay

The phantom-stock balance is payable in cash within 30 days after the plan year in which Marshall terminates director service, as a lump sum or up to 10 annual installments.

Rhea-AI Filing Summary

Regions Financial Corp. (RF) director Ruth Ann Marshall acquired 1,785.0604 shares of phantom stock on October 15, 2026, at a reported price of $27.3100 per share. Each share represents the right to the cash value of one Regions common share. The phantom stock was elected in lieu of cash compensation under the Director Compensation Program and accrues quarterly in arrears; Marshall's reported post-transaction balance was 177,957.1016 shares, including deemed-reinvested quarterly cash dividends.

Insider Trade Summary

Grant/Award: 1,785.0604 shares

Grant/Award 1 txn

Insider MARSHALL RUTH ANN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F1, F2, F3, F4	1,785.0604	$27.31	$49K

Holdings After Transaction: Phantom Stock — 177,957.1016 contracts (Direct)

Footnotes (4)

1. F1. Each share of phantom stock represents the right to the cash value of one share of Regions' common stock.
2. F2. 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. F3. 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. F4. Includes quarterly cash dividends that have been deemed reinvested in phantom stock.

Key Figures

Phantom stock acquired: 1,785.0604 shares Reported price per share of phantom stock: $27.3100 per share Post-transaction phantom stock balance: 177,957.1016 shares +2 more

5 metrics

Phantom stock acquired 1,785.0604 shares October 15, 2026

Reported price per share of phantom stock $27.3100 per share October 15, 2026

Post-transaction phantom stock balance 177,957.1016 shares Includes quarterly cash dividends deemed reinvested in phantom stock

Cash payment timing Within 30 days After the close of the plan year in which director service terminates

Payment installments Up to 10 annual installments At the reporting person's election

Key Terms

phantom stock, Directors' Deferred Investment Plan, quarterly, in arrears

3 terms

phantom stock financial

"Each share of phantom stock represents the right to the cash value"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Directors' Deferred Investment Plan financial

"accrued under Regions' Directors' Deferred Investment Plan"

quarterly, in arrears financial

"i.e., quarterly, in arrears"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RF phantom-stock shares did director Ruth Ann Marshall acquire?

Marshall acquired 1,785.0604 shares of phantom stock on October 15, 2026, at a reported price of $27.3100 per share. Each share represents the right to the cash value of one Regions common share.

When can Ruth Ann Marshall receive cash for her RF phantom stock?

The phantom stock is payable in cash within 30 days after the close of the plan year in which Marshall terminates service as a director. At her election, payment may be a lump sum or up to 10 annual installments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/19/2026 - 04:16 PM EDT Accepted by SEC EDGAR 10/19/2026 - 04:16 PM EDT Learn about SEC filing dates

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^*

MARSHALL RUTH ANN

(Last) (First) (Middle)

P. O. BOX 10247

(Street)

BIRMINGHAM ALABAMA 35202-0247

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2026

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

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

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

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)	10/15/2026		A(2)		1,785.0604		(3)	(3)	Common Stock	1,785.0604	$27.31	177,957.1016(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	10/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)