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Regions Financial director granted phantom stock

Regions Financial Corp director Timothy Vines received an acquisition of 992.6938 shares of phantom stock on July 15, 2026 at a transaction price of $31.4800 per share, as deferred director compensation in lieu of cash fees.

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

Rhea-AI Filing Summary

Regions Financial Corp director Timothy Vines received an acquisition of 992.6938 shares of phantom stock on July 15, 2026 at a transaction price of $31.4800 per share, as deferred director compensation in lieu of cash fees.

Each share of phantom stock represents the right to the cash value of one Regions common share and is payable in cash, in a lump sum or up to 10 annual installments after he terminates service as a director; his phantom stock balance increased to 55,881.6102 shares, including deemed reinvested dividends.

Positive

  • None.

Negative

  • None.
Insider VINES TIMOTHY
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 — 55,881.6102 shares (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.
Phantom stock shares granted 992.6938 shares Grant to director Timothy Vines on 2026-07-15 in lieu of cash fees
Transaction price per phantom share $31.4800 Price used for the 992.6938 phantom stock shares granted on 2026-07-15
Total phantom stock after grant 55,881.6102 shares Timothy Vines’ phantom stock balance following the 2026-07-15 acquisition
Underlying common stock equivalent 992.6938 shares Each phantom share represents the cash value of one Regions common share
Maximum annual installments 10 Phantom stock payable in a lump sum or up to 10 annual cash installments
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"

FAQ

What insider transaction did Regions Financial (RF) report for Timothy Vines?
Regions Financial reported that director Timothy Vines acquired 992.6938 shares of phantom stock on July 15, 2026. This grant was received as deferred director compensation in lieu of cash fees, with each phantom share tracking the cash value of one common share.

How many phantom stock shares does Timothy Vines now hold at Regions Financial (RF)?
After the July 15, 2026 grant, Timothy Vines’ total balance is 55,881.6102 shares of phantom stock. This balance includes quarterly cash dividends that have been deemed reinvested in additional phantom stock under the company’s director compensation and deferral programs.

What is phantom stock in the context of Regions Financial (RF)?
At Regions Financial, each share of phantom stock represents the right to the cash value of one share of Regions’ common stock. It is a cash-settled, deferred compensation instrument rather than actual common shares issued to the director.

What price was used for Timothy Vines’ phantom stock grant at Regions Financial (RF)?
The July 15, 2026 grant to Timothy Vines was recorded at a transaction price of $31.4800 per share for 992.6938 shares of phantom stock. This price is used to determine the credited value of the deferred compensation grant.

When will Timothy Vines receive cash from his phantom stock at Regions Financial (RF)?
Shares of phantom stock are payable in cash within 30 days after the close of the plan year in which he terminates service as a director. Payment can be taken as a lump sum or up to 10 annual installments, as elected.

Is the Regions Financial (RF) phantom stock grant a market purchase or sale?
The Form 4 shows a grant/award acquisition of phantom stock, not a market purchase or sale. Vines elected to receive phantom stock instead of cash compensation under Regions’ Director Compensation Program and Directors’ Deferred Investment Plan.

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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*
VINES TIMOTHY
(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)
07/15/2026		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)07/15/2026A(2)992.6938 (3) (3)Common Stock992.6938$31.4855,881.6102(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-Fact07/17/2026
** 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