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Regions Financial (RF) director adds 1,660 phantom stock units in deferred pay

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

Rhea-AI Filing Summary

MARSHALL RUTH ANN reported acquisition or exercise transactions in this Form 4 filing.

Regions Financial Corp director Ruth Ann Marshall received a grant of 1,660.6822 shares of phantom stock as compensation. Each phantom stock share represents the right to the cash value of one share of Regions common stock and was valued at $27.85 per share on the grant date.

The phantom stock was received in lieu of cash fees under Regions' Director Compensation Program and is accrued quarterly in arrears under the Directors' Deferred Investment Plan. After this grant, Marshall holds a total of 171,054.0791 phantom stock shares, which are payable in cash in a lump sum or up to 10 annual installments after her service as a director ends, and include deemed reinvested quarterly cash dividends.

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Insider MARSHALL RUTH ANN
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock 1,660.682 $27.85 $46K
Holdings After Transaction: Phantom Stock — 171,054.079 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.
Phantom stock granted 1,660.6822 shares Grant on April 15, 2026
Grant value per unit $27.85 per share Phantom stock reference price
Total phantom stock after grant 171,054.0791 shares Holdings following this transaction
Maximum installment period 10 annual installments Optional payout schedule after service ends
Payout timing window Within 30 days After close of plan year of termination
Phantom Stock financial
"Each share of phantom stock represents the right to the cash value of one share of Regions' common stock."
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.
Regions' Director Compensation Program financial
"The reporting person has elected to receive shares of phantom stock in lieu of cash compensation payable pursuant to Regions' Director Compensation Program."
Directors' Deferred Investment Plan financial
"The shares of phantom stock are accrued under Regions' Directors' Deferred Investment Plan on the date such fees would otherwise be payable"
quarterly cash dividends financial
"Includes quarterly cash dividends that have been deemed reinvested in phantom stock."
Form 4 Insider Transactions: What Each Field Means →
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*
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026		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)04/15/2026A(2)1,660.6822 (3) (3)Common Stock1,660.6822$27.85171,054.0791(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-Fact04/16/2026
** 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

FAQ

What did Regions Financial (RF) director Ruth Ann Marshall report on this Form 4?

Ruth Ann Marshall reported receiving 1,660.6822 phantom stock shares as compensation. These were granted under Regions' Director Compensation Program and accrued in the Directors' Deferred Investment Plan, increasing her total phantom stock holdings to 171,054.0791 shares tied to Regions common stock value.

What is phantom stock in the Regions Financial (RF) director plan?

Each phantom stock share represents a right to the cash value of one Regions common share. It is not actual stock but a cash-settled compensation unit that tracks the common stock price, with value ultimately paid in cash according to the plan’s payout rules.

How and when will Ruth Ann Marshall’s Regions (RF) phantom stock be paid out?

The phantom stock is payable only in cash after Marshall’s service as a director ends. Payment occurs within 30 days after the close of the plan year of termination, either in one lump sum or up to 10 annual installments, based on her election.

Why did Ruth Ann Marshall receive phantom stock instead of cash from Regions (RF)?

Marshall elected to receive phantom stock in lieu of cash fees under Regions' Director Compensation Program. The fees that would be paid quarterly in cash are instead credited as phantom stock in the Directors' Deferred Investment Plan, deferring compensation and linking it to common stock value.

Do Regions Financial (RF) phantom stock units receive dividends?

Yes. The filing notes that quarterly cash dividends are deemed reinvested in phantom stock. This means dividend equivalents are credited as additional phantom stock units, increasing the total number of phantom shares accumulated over time in the deferred compensation account.