Regions Financial (RF) director Vines receives phantom stock grant in lieu of cash

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Regions Financial Corp director Timothy Vines received a compensation-related grant of phantom stock rather than cash fees. He acquired 1,122.0826 phantom stock units tied to Regions’ common stock at a reference price of $27.85 per share, bringing his phantom stock balance to 54,420.6866 units.

The phantom stock accumulates quarterly in lieu of director cash compensation and reinvests deemed cash dividends. It will be paid out in cash, either as a lump sum or in up to 10 annual installments, after his service as a director ends.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider VINES TIMOTHY

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,122.083	$27.85	$31K

Holdings After Transaction: Phantom Stock — 54,420.687 shares (Direct)

Footnotes (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.

Key Figures

Phantom stock units granted: 1,122.0826 units Reference price per unit: $27.85 per unit Total phantom units after grant: 54,420.6866 units +1 more

4 metrics

Phantom stock units granted 1,122.0826 units Grant/award acquisition on April 15, 2026

Reference price per unit $27.85 per unit Phantom stock grant valuation

Total phantom units after grant 54,420.6866 units Phantom stock balance following transaction

Underlying security 1,122.0826 common shares equivalent Each phantom unit equals one share’s cash value

Key Terms

Phantom Stock, Director Compensation Program, Directors' Deferred Investment Plan

3 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

"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"

Form 4 Insider Transactions: What Each Field Means →

04/16/2026 - 05:06 PM

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^*

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)

X	Director	10% 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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	04/15/2026		A⁽²⁾		1,122.0826		⁽³⁾	⁽³⁾	Common Stock	1,122.0826	$27.85	54,420.6866⁽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	04/16/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Regions Financial (RF) director Timothy Vines report on this Form 4?

Director Timothy Vines reported receiving 1,122.0826 phantom stock units as compensation. These units were granted instead of cash fees and are tied to the value of Regions Financial common stock, increasing his total phantom stock holdings to 54,420.6866 units.

Is Timothy Vines buying or selling Regions Financial (RF) stock in this filing?

He is not buying or selling stock in the market. The filing shows an acquisition of 1,122.0826 phantom stock units as a grant in lieu of cash director fees, a routine compensation arrangement rather than an open-market transaction in Regions Financial common shares.

How does phantom stock work for Regions Financial (RF) directors?

Each phantom stock unit represents the right to receive the cash value of one share of Regions common stock. Units accrue quarterly instead of cash fees and include deemed reinvested dividends, with payment in cash after the director’s service ends, either in a lump sum or installments.

When will Timothy Vines receive cash from his Regions Financial (RF) phantom stock?

Phantom stock is payable in cash within 30 days after the close of the plan year in which he terminates service as a director. At that time, he can elect a lump sum or up to 10 annual cash installments based on the then-current stock value.

Does this Form 4 indicate a trading signal for Regions Financial (RF) shares?

This filing reflects routine director compensation rather than a trading decision. Vines received phantom stock units instead of cash fees, with no open-market buys or sells reported. It primarily updates his deferred compensation balance linked to the company’s share price performance.