Director J. Thomas Hill accrues phantom stock at Regions (NYSE: RF)

Rhea-AI Filing Summary

Regions Financial Corporation director reports deferred compensation grant in phantom stock. Director J. Thomas Hill reported receiving 1,051.8934 shares of phantom stock on 01/15/2026 at a reference price of $28.52 per share under the company’s director compensation and deferred investment programs. After this grant, Hill beneficially owns 20,304.2968 phantom stock shares on a direct basis.

Each phantom stock share represents the right to the cash value of one share of Regions Financial common stock. The director elected to receive this phantom stock in lieu of cash fees, with units accrued quarterly in arrears. These phantom stock units are payable in cash in a lump sum or up to 10 annual installments, within 30 days after the close of the plan year in which Hill’s board service ends, and the total includes dividends deemed reinvested in 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

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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^*

Hill J Thomas

(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)		1,051.8934		(3)	(3)	Common Stock	1,051.8934	$28.52	20,304.2968(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

Who is the insider in this Regions Financial (RF) Form 4 filing?

The insider is J. Thomas Hill, who is reported as a director of Regions Financial Corporation and filed the Form 4 as a single reporting person.

What transaction did J. Thomas Hill report for Regions Financial (RF)?

Hill reported an acquisition (code A) of 1,051.8934 phantom stock shares on 01/15/2026, with a reference price of $28.52 per phantom share.

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

Following the reported transaction, J. Thomas Hill beneficially owns 20,304.2968 phantom stock units on a direct ownership basis.

What does phantom stock represent in this Regions Financial (RF) filing?

Each share of phantom stock represents the right to receive the cash value of one share of Regions Financial’s common stock, rather than actual shares.

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

According to the filing, Hill elected to receive phantom stock in lieu of cash compensation payable under Regions’ Director Compensation Program, with units accrued under the Directors’ Deferred Investment Plan on the dates fees would otherwise be paid.

When will the phantom stock reported by the Regions Financial (RF) director be paid out?

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

Do the reported phantom stock holdings for Regions Financial (RF) include reinvested dividends?

Yes. The filing states that the reported phantom stock amount includes quarterly cash dividends that have been deemed reinvested in phantom stock.