Regions Financial director granted phantom stock units

Crosswhite Mark A. reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 07/17/2026 - 04:19 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Crosswhite Mark A. reported acquisition or exercise transactions in this Form 4 filing.

Regions Financial Corp director Mark A. Crosswhite received a grant of 992.6938 shares of phantom stock on July 15, 2026 as non-cash director compensation. Each phantom share tracks the cash value of one common share and is payable in cash after board service ends, in a lump sum or installments. This award, including deemed reinvested dividends, brings his phantom stock balance to 23,280.7344 shares.

Insider Trade Summary

Grant/Award: 992.6938 shares

Grant/Award 1 txn

Insider Crosswhite Mark A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F1, F2, F3, F4	992.6938	$31.48	$31K

Holdings After Transaction: Phantom Stock — 23,280.7344 units (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 units granted: 992.6938 shares Reference price per phantom share: $31.4800 Total phantom stock after grant: 23,280.7344 shares +2 more

5 metrics

Phantom stock units granted 992.6938 shares Grant of phantom stock to director Mark A. Crosswhite on 2026-07-15

Reference price per phantom share $31.4800 Per-share value used for the 992.6938 phantom stock units

Total phantom stock after grant 23,280.7344 shares Director Mark A. Crosswhite’s phantom stock balance following the reported transaction

Underlying common stock equivalent 992.6938 shares Each phantom share represents the cash value of one Regions common share

Maximum installment period 10 annual installments Phantom stock may be paid in a lump sum or up to 10 installments after service ends

Key Terms

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

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"

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 Regions Financial (RF) report for director Mark A. Crosswhite?

Mark A. Crosswhite reported a grant of 992.6938 phantom stock shares as director compensation. The award increases his total phantom stock holdings to 23,280.7344 shares, all settled in cash based on the value of Regions Financial common stock.

How many phantom stock units did RF director Mark A. Crosswhite receive and at what reference value?

He received 992.6938 phantom stock units with a reference price of $31.4800 per share. Each unit represents a right to the cash value of one share of Regions Financial common stock rather than delivery of actual shares.

What is "Phantom Stock" in the Regions Financial (RF) director filing?

Phantom stock represents the right to receive the cash value of one Regions common share per unit. It is a cash-settled, stock-value-based award used instead of delivering actual shares to directors under Regions’ compensation and deferral programs.

How does Regions Financial (RF) accrue phantom stock for its directors?

Crosswhite elected to receive phantom stock instead of cash fees under the Director Compensation Program. Units are accrued under the Directors' Deferred Investment Plan on the quarterly dates when director fees would otherwise be paid, in arrears.

When will Mark A. Crosswhite’s RF phantom stock be paid out?

The phantom stock is payable in cash after Crosswhite’s service as a director ends. Payment occurs within 30 days after the close of the plan year and may be taken in a lump sum or up to 10 annual installments.

Do RF phantom stock holdings for Mark A. Crosswhite include reinvested dividends?

Yes. His reported total of 23,280.7344 phantom stock shares includes quarterly cash dividends that have been deemed reinvested in additional phantom stock, increasing the number of units credited to his deferred account over time.

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

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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^*

Crosswhite Mark A.

(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)		992.6938		(3)	(3)	Common Stock	992.6938	$31.48	23,280.7344(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)