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Regions Financial (NYSE: RF) director adds 1,122 Phantom Stock units as deferred pay

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

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 1,122.0826 shares of Phantom Stock, each tied to the cash value of one share of Regions' common stock. Following this award, his Phantom Stock balance increased to 22,097.9125 shares, held directly.

The director elected to receive Phantom Stock instead of cash fees under Regions' Director Compensation Program, with amounts credited quarterly in arrears under the Directors' Deferred Investment Plan. These Phantom Stock units, including deemed‑reinvested quarterly cash dividends, are settled in cash in a lump sum or up to 10 annual installments after his service as a director ends.

Positive

  • None.

Negative

  • None.
Insider Crosswhite Mark A.
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock 1,122.083 $27.85 $31K
Holdings After Transaction: Phantom Stock — 22,097.913 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 1,122.0826 units Grant/award acquisition on 2026-04-15
Phantom Stock price reference $27.85 per unit Transaction price per Phantom Stock unit
Total Phantom Stock after award 22,097.9125 units Holdings following transaction, direct ownership
Underlying common stock linkage 1 unit = 1 share value Each Phantom Stock unit equals cash value of one RF share
Payout structure Lump sum or up to 10 installments Cash payout after plan year of director’s termination
Dividend reinvestment Quarterly cash dividends deemed reinvested Dividends credited as additional Phantom Stock units
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
"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 such fees"
quarterly cash dividends financial
"Includes quarterly cash dividends that have been deemed reinvested in phantom stock"
installments financial
"payable in cash in a lump sum or up to 10 annual installments"
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*
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)
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)1,122.0826 (3) (3)Common Stock1,122.0826$27.8522,097.9125(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 Mark A. Crosswhite report on this Form 4?

He reported receiving 1,122.0826 shares of Phantom Stock tied to Regions' common stock. This award reflects director compensation he elected to receive in stock-based form instead of cash fees under the company’s Director Compensation Program.

How many Phantom Stock units does Mark A. Crosswhite hold after this transaction at RF?

After the transaction, he holds 22,097.9125 Phantom Stock units directly. These units track the cash value of an equal number of Regions Financial common shares and represent deferred director compensation under the company’s Directors' Deferred Investment Plan.

How is Phantom Stock valued for Regions Financial (RF) directors?

Each Phantom Stock unit represents the cash value of one share of Regions’ common stock. The units mirror the underlying share price, allowing directors to defer compensation in a stock-linked form without receiving actual shares while they remain in service.

Why did the RF director receive Phantom Stock instead of cash compensation?

Under Regions' Director Compensation Program, the director elected to take Phantom Stock in lieu of cash fees. The fees are accrued quarterly in arrears into Phantom Stock units within the Directors' Deferred Investment Plan rather than being paid out in cash.

When will Regions Financial (RF) pay out the Phantom Stock held by the director?

The Phantom Stock is payable in cash after the director leaves the board. Payment occurs in a lump sum or up to 10 annual installments, within 30 days after the close of the plan year in which his service as a director terminates.

Do Regions Financial (RF) Phantom Stock units include dividends for directors?

Yes. The Phantom Stock award includes quarterly cash dividends that are deemed reinvested into additional Phantom Stock units. This allows deferred compensation to reflect both share price changes and dividend-equivalent accruals over time for the participating director.