Form 4: Regions Financial Director Acquires Phantom Stock

Regions Financial Director Mark A. Crosswhite acquired 1,263.1366 shares of phantom stock as part of his compensation plan.

Summary

• Mark A. Crosswhite, a Director of Regions Financial Corp (RF), acquired 1,263.1366 shares of phantom stock on October 15, 2025.
• The acquisition was made at an implied price of $24.74 per share, representing the cash value of one share of Regions' common stock.
• This transaction was an election by Mr. Crosswhite to receive phantom stock in lieu of cash compensation under Regions' Director Compensation Program.
• The phantom stock is accrued under Regions' Directors' Deferred Investment Plan.
• Following this transaction, Mr. Crosswhite beneficially owns a total of 19,483.8325 shares of phantom stock.
• The total beneficial ownership includes quarterly cash dividends that have been reinvested in phantom stock.
• Phantom stock is payable in cash, either as a lump sum or up to 10 annual installments, at the reporting person's election, within 30 days after the close of the plan year in which service as a director terminates.

Sentiment

Score: 7

Explanation: The filing indicates a routine, compensation-related transaction where a director elected to receive phantom stock instead of cash. This is generally viewed as a neutral to slightly positive event, as it demonstrates continued alignment of the director's interests with the company's long-term performance.

Positives

• The acquisition of phantom stock by a director demonstrates continued alignment of management's interests with those of shareholders.
• The election to receive phantom stock over cash compensation indicates a long-term commitment to the company's performance.

Future Outlook

The acquired phantom stock will be payable in cash, either as a lump sum or in up to 10 annual installments, at the reporting person's election, within 30 days after the close of the plan year in which the reporting person terminates service as a director.

Industry Context

The use of phantom stock as a component of director compensation is a common practice in the financial services industry and other sectors, aligning executive and director incentives with long-term shareholder value.

Comparison to Industry Standards

• The structure of phantom stock awards, where they represent the cash value of common stock and are deferred until termination of service, is a standard compensation mechanism used by many publicly traded companies, including peers in the banking sector like JPMorgan Chase & Co. or Bank of America Corp., to retain talent and align interests.
• The option for lump sum or installment payments upon termination is also a common feature in deferred compensation plans across the industry.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock by a director as part of a compensation program is a standard related-party transaction, governed by the company's compensation policies and disclosed as required by SEC regulations.

Stakeholder Impact

• Shareholders: Benefit from increased alignment of director's financial interests with the company's long-term performance through equity-linked compensation.
• Employees: No direct impact mentioned in this filing.
• Customers: No direct impact mentioned in this filing.
• Suppliers: No direct impact mentioned in this filing.
• Creditors: No direct impact mentioned in this filing.

Next Steps

• The phantom stock will continue to accrue, including reinvested dividends, until the director's termination of service.
• Upon termination of service, the phantom stock will be paid out in cash according to the director's election (lump sum or installments).

Key Dates

Recommendation

This Form 4 filing details a routine compensation-related acquisition of phantom stock by a director. It does not present new material information that would alter the fundamental investment thesis for Regions Financial Corp. Investors should continue to hold based on broader company performance and market conditions, as this transaction is a standard part of director compensation and does not indicate a significant change in company outlook or valuation.

Keywords

Regions Financial, RF, Phantom Stock, Insider Transaction, Director Compensation, Mark A. Crosswhite, SEC Form 4