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Regions Financial (NYSE: RF) director adds phantom stock in fee deferral

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

STYSLINGER LEE J III reported acquisition or exercise transactions in this Form 4 filing.

Regions Financial Corp director Lee J. Styslinger III received a grant of 1,122.0826 units of phantom stock, representing the right to the cash value of an equal number of Regions common shares. This award, taken in lieu of cash director fees, increased his phantom stock balance to 276,041.7166 units.

The phantom stock accrues quarterly under the company’s Directors' Deferred Investment Plan, with cash dividends deemed reinvested in additional phantom stock. Payouts are made in cash, either in a lump sum or installments, after the director’s service ends.

Positive

  • None.

Negative

  • None.
Insider STYSLINGER LEE J III
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock 1,122.083 $27.85 $31K
Holdings After Transaction: Phantom Stock — 276,041.717 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.
Phantom stock units granted 1,122.0826 units Grant/award acquisition on April 15, 2026
Reference share price $27.85 per unit Transaction price per phantom stock unit
Total phantom units after grant 276,041.7166 units Phantom stock holdings following the transaction
Conversion price $0.00 Conversion or exercise price of phantom stock
Phantom Stock financial
"Each share of phantom stock represents the right to the cash value of one share of Regions' common stock."
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.
Director Compensation Program financial
"The reporting person has elected to receive shares of phantom stock in lieu of cash compensation payable pursuant to Regions' Director Compensation Program."
Directors' Deferred Investment Plan financial
"The shares of phantom stock are accrued under Regions' Directors' Deferred Investment Plan on the date such fees would otherwise be payable."
quarterly cash dividends financial
"Includes quarterly cash dividends that have been deemed reinvested in phantom stock."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
STYSLINGER LEE J III
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)04/15/2026A(2)1,122.0826 (3) (3)Common Stock1,122.0826$27.85276,041.7166(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-Fact04/16/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Regions Financial (RF) director Lee J. Styslinger III report on this Form 4?

Director Lee J. Styslinger III reported receiving 1,122.0826 phantom stock units as compensation. These units mirror the cash value of Regions Financial common stock and are credited instead of cash director fees under the company’s deferred investment and compensation programs.

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

After this transaction, the director holds a total of 276,041.7166 phantom stock units. Each unit represents the right to the cash value of one Regions Financial common share, reflecting accumulated fee deferrals and reinvested dividends over time.

How does the Regions Financial (RF) phantom stock compensation work for directors?

Each phantom stock unit equals the cash value of one Regions common share. Directors can elect to receive phantom stock instead of cash fees, credited quarterly in arrears, with associated cash dividends deemed reinvested into additional phantom stock under the Directors' Deferred Investment Plan.

When are Regions Financial (RF) phantom stock units paid out to the director?

Phantom stock units are paid in cash after a director’s service ends. The director may choose a lump-sum payment or up to 10 annual installments, with payment occurring within 30 days after the close of the plan year in which service terminates.

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

Yes. The phantom stock balance includes quarterly cash dividends that are deemed reinvested into additional phantom stock units. This mechanism increases the director’s total phantom units over time, tracking dividends that would have been received on equivalent common shares.