Regions Financial director granted phantom stock

Regions Financial Corp director Ruth Ann Marshall reported an acquisition of 1707.4333 shares of Phantom Stock on 2026-07-15.

Rhea-AI Filing Summary

Regions Financial Corp director Ruth Ann Marshall reported an acquisition of 1707.4333 shares of Phantom Stock on 2026-07-15. Each phantom share represents the right to the cash value of one share of Regions common stock and was credited at $31.4800 per share as deferred director compensation under Regions' Director Compensation Program. These units are accrued quarterly under the Directors' Deferred Investment Plan and are payable in cash, in a lump sum or up to 10 annual installments, after she terminates service as a director. Following this grant, her deferred phantom stock balance totals 174233.2439 shares, including dividends deemed reinvested as phantom stock.

Insider Trade Summary

Grant/Award: 1,707.4333 shares

Grant/Award 1 txn

Insider MARSHALL RUTH ANN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F1, F2, F3, F4	1,707.4333	$31.48	$54K

Holdings After Transaction: Phantom Stock — 174,233.2439 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 granted: 1707.4333 shares Grant reference price: $31.4800 per share Phantom Stock holdings after grant: 174233.2439 shares +3 more

6 metrics

Phantom Stock granted 1707.4333 shares Grant of Phantom Stock on 2026-07-15 as deferred director compensation

Grant reference price $31.4800 per share Value used to credit Phantom Stock units on grant date

Phantom Stock holdings after grant 174233.2439 shares Total Phantom Stock balance following the reported acquisition

Underlying common stock equivalence 1 share per phantom unit Each Phantom Stock share equals cash value of one Regions common share

Installment limit 10 annual installments Maximum number of annual cash installments for Phantom Stock payout

Payout timing window 30 days Payout begins within 30 days after close of plan year of service termination

Key Terms

Phantom Stock, Directors' Deferred Investment Plan, Director Compensation Program, deemed reinvested

4 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 on the date"

Director Compensation Program financial

"cash compensation payable pursuant to Regions' Director Compensation Program"

deemed reinvested financial

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

FAQ

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

What insider transaction did Ruth Ann Marshall report at Regions Financial (RF)?

Ruth Ann Marshall reported an acquisition of 1707.4333 shares of Phantom Stock on 2026-07-15. The units were credited at $31.4800 per share as deferred director compensation under Regions Financial's Director Compensation Program.

What is Phantom Stock in the context of Regions Financial (RF)?

Each share of Phantom Stock represents the right to the cash value of one share of Regions Financial common stock. It is a cash-settled, deferred compensation vehicle rather than actual common shares issued to the director.

How does the Directors' Deferred Investment Plan work at Regions Financial (RF)?

Under the Directors' Deferred Investment Plan, Marshall elected to receive phantom stock instead of cash fees. Units are accrued on the dates fees would be payable, quarterly, in arrears, providing deferred, stock-linked cash compensation.

When will Ruth Ann Marshall receive cash for her Regions Financial (RF) Phantom Stock?

Phantom Stock is payable in cash in a lump sum or up to 10 annual installments. Payment occurs within 30 days after the close of the plan year in which she terminates service as a director, based on plan terms.

How many Phantom Stock units does Ruth Ann Marshall hold at Regions Financial (RF) after this grant?

After this transaction, Marshall holds 174233.2439 shares of Phantom Stock. This total includes quarterly cash dividends that have been deemed reinvested in additional phantom stock units under the deferred compensation plan.

How are dividends treated on Regions Financial (RF) Phantom Stock held by directors?

Quarterly cash dividends on the reference common stock are deemed reinvested in Phantom Stock. This means Marshall's phantom balance, now 174233.2439 shares, already reflects additional units credited from those reinvested dividends.

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

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Accepted by SEC EDGAR 07/17/2026 - 04:19 PM 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)
07/15/2026

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)	07/15/2026		A(2)		1,707.4333		(3)	(3)	Common Stock	1,707.4333	$31.48	174,233.2439(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	07/17/2026
	** 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)