Regions Financial (NYSE: RF) director takes fees in phantom stock units

Rhea-AI Filing Summary

Regions Financial director J. Thomas Hill received a grant of phantom stock as part of his board compensation. He acquired 1,077.1993 phantom stock units, each tied to the cash value of one share of Regions Financial common stock at $27.85 per unit, bringing his total phantom stock holdings to 21,585.7725 units.

These units are credited quarterly in lieu of cash director fees under Regions’ Director Compensation Program and its Directors’ Deferred Investment Plan, with payment made in cash after his service as a director ends.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hill J Thomas

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,077.199	$27.85	$30K

Holdings After Transaction: Phantom Stock — 21,585.773 shares (Direct)

Footnotes (1)

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

Key Figures

Phantom stock units granted: 1,077.1993 units Phantom stock total after grant: 21,585.7725 units Reference price per unit: $27.85 per unit +1 more

4 metrics

Phantom stock units granted 1,077.1993 units Grant/award acquisition on April 15, 2026

Phantom stock total after grant 21,585.7725 units Holdings following reported transaction

Reference price per unit $27.85 per unit Phantom stock transaction price per unit

Conversion price $0.00 Conversion or exercise price of phantom stock

Key Terms

Phantom Stock, Regions' Director Compensation Program, Directors' Deferred Investment Plan

3 terms

Phantom Stock financial

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

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.

Regions' Director Compensation Program financial

"in lieu of cash compensation payable pursuant to Regions' Director Compensation Program"

Directors' Deferred Investment Plan financial

"accrued under Regions' Directors' Deferred Investment Plan on the date such fees"

Form 4 Insider Transactions: What Each Field Means →

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^*

Hill J Thomas

(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)
04/15/2026

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)	04/15/2026		A(2)		1,077.1993		(3)	(3)	Common Stock	1,077.1993	$27.85	21,585.7725(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	04/16/2026
	** 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)

FAQ

What did Regions Financial (RF) director J. Thomas Hill report in this Form 4?

Director J. Thomas Hill reported receiving 1,077.1993 phantom stock units. These units are part of his director compensation and are tied to the cash value of Regions Financial common stock, increasing his total phantom stock holdings to 21,585.7725 units.

What is phantom stock in the Regions Financial (RF) director filing?

Phantom stock represents the right to the cash value of one share of Regions Financial common stock. It mirrors the share price in value but is paid out in cash under the company’s deferred compensation plan rather than giving the director actual shares.

How did J. Thomas Hill earn the phantom stock units from Regions Financial (RF)?

J. Thomas Hill elected to receive phantom stock instead of cash fees under Regions’ Director Compensation Program. The units are credited quarterly in arrears to the Directors’ Deferred Investment Plan when director fees would otherwise be paid in cash.

When will the Regions Financial (RF) phantom stock be paid to director J. Thomas Hill?

The phantom stock will be paid in cash after Hill’s service as a director ends. Payment occurs within 30 days after the close of the plan year in which his service terminates, either as a lump sum or in up to ten annual installments.

Does the Regions Financial (RF) phantom stock include reinvested dividends?

Yes. The reported phantom stock balance includes quarterly cash dividends deemed reinvested into additional phantom stock units, which increases the number of units over time as dividends are credited to the deferred compensation account.