Regions Financial director granted phantom stock

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

Accepted by SEC EDGAR 07/17/2026 - 04:20 PM EDT Learn about SEC filing dates

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 992.6938 shares of phantom stock, each representing the cash value of one share of common stock, in lieu of cash director fees under a deferred investment plan. After this award, he holds 279,409.4446 phantom stock units, including amounts from reinvested dividends, payable in cash in a lump sum or installments after he leaves the board.

Insider Trade Summary

Grant/Award: 992.6938 shares

Grant/Award 1 txn

Insider STYSLINGER LEE J III

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 — 279,409.4446 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 units Reference value per phantom unit: $31.48 per unit Total phantom stock after grant: 279,409.4446 units +1 more

4 metrics

Phantom stock units granted 992.6938 units Grant of phantom stock to director on 2026-07-15

Reference value per phantom unit $31.48 per unit Transaction price per phantom stock unit for this award

Total phantom stock after grant 279,409.4446 units Director’s phantom stock balance following the reported transaction

Underlying common stock 992.6938 shares Common stock equivalent represented by the phantom stock units granted

Key Terms

Phantom Stock, Director Compensation Program, Directors' Deferred Investment Plan, reinvested in phantom stock

4 terms

Phantom Stock financial

"Each share of phantom stock represents the right to the cash value of one share"

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

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

Directors' Deferred Investment Plan financial

"accrued under Regions' Directors' Deferred Investment Plan on the date such fees"

reinvested in phantom stock 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 RF director Lee J. Styslinger III report on this Form 4?

Lee J. Styslinger III reported receiving 992.6938 phantom stock units tied to Regions Financial common stock as part of the director compensation program, increasing his total phantom stock holdings to 279,409.4446 units under the company’s deferred investment plan.

What is the value basis of the phantom stock units reported by RF on this Form 4?

Each phantom stock unit represents the cash value of one share of Regions Financial common stock, with this award referencing a value of $31.48 per unit, aligning the director’s deferred compensation with future movements in the company’s share price.

How does Regions Financial (RF) grant phantom stock to directors under its compensation program?

The director elected to receive phantom stock instead of cash fees under Regions’ Director Compensation Program. Units are accrued quarterly in arrears in the Directors’ Deferred Investment Plan on the dates when board fees would otherwise have been paid in cash.

When will the phantom stock units reported by RF for Lee J. Styslinger III be paid out?

The phantom stock units are payable in cash after the director’s service ends, either as a lump sum or up to 10 annual installments, within 30 days after the close of the plan year in which he terminates service as a director.

Do the RF phantom stock holdings for Lee J. Styslinger III include reinvested dividends?

Yes. The reported 279,409.4446 phantom stock units include quarterly cash dividends that are deemed reinvested into additional phantom stock units, causing the director’s deferred balance to grow over time alongside dividends on Regions Financial common shares.

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^*

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)

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	279,409.4446(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)