RF Form 4: Director defers fees into 1,212.6112 phantom shares

Rhea-AI Filing Summary

Regions Financial (RF) reported a director’s transaction involving deferred compensation. On 10/15/2025, the director acquired 1,212.6112 units of phantom stock at a price of $24.74 per unit under the company’s Director Compensation Program and Directors’ Deferred Investment Plan.

Each phantom stock unit represents the cash value of one share of common stock and is payable in cash, in a lump sum or up to 10 annual installments, after the director’s service ends as provided by the plan. Following this transaction, the director beneficially owned 19,069.0472 derivative securities directly. The reported balance includes quarterly cash dividends deemed reinvested in phantom stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hill J Thomas

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,212.611	$24.74	$30K

Holdings After Transaction: Phantom Stock — 19,069.047 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.

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 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)
10/15/2025

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)	10/15/2025		A(2)		1,212.6112		(3)	(3)	Common Stock	1,212.6112	$24.74	19,069.0472(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.

	/s/ Elizabeth H. Townsend - Attorney-in-Fact	10/17/2025
	** 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

What did Regions Financial (RF) disclose in this Form 4?

A director acquired 1,212.6112 phantom stock units on 10/15/2025 at $24.74 per unit under the director compensation deferral plan.

What is phantom stock in the RF director’s filing?

Each phantom stock unit represents the cash value of one share of Regions’ common stock, settled in cash per plan terms.

How many derivative securities does the director hold after the transaction?

Following the transaction, the director beneficially owned 19,069.0472 derivative securities directly.

How and when are RF phantom stock units paid out?

They are payable in cash, in a lump sum or up to 10 annual installments, within 30 days after the close of the plan year when service as director ends.

Why did the director receive phantom stock instead of cash?

The director elected to receive phantom stock in lieu of cash compensation under Regions’ Director Compensation Program.

Do dividends affect the phantom stock balance?

Yes. Quarterly cash dividends are deemed reinvested in phantom stock and included in the reported balance.