Form 4: Regions Financial Director Elects Phantom Stock

Regions Financial Director Ruth Ann Marshall elected to receive phantom stock in lieu of cash compensation, acquiring 1,621.669 shares.

Summary

• Ruth Ann Marshall, a Director of Regions Financial Corp (RF), acquired 1,621.669 shares of phantom stock on January 15, 2026.
• The phantom stock was acquired at a price of $28.52 per share.
• This acquisition was a result of Ms. Marshall electing to receive phantom stock instead of cash compensation through Regions' Director Compensation Program.
• Following this transaction, Ms. Marshall beneficially owns a total of 167,706.1483 shares of phantom stock.
• Each share of phantom stock represents the right to the cash value of one share of Regions' common stock.
• The phantom stock is accrued under Regions' Directors' Deferred Investment Plan and is payable in cash upon termination of service as a director, either in a lump sum or up to 10 annual installments.

Sentiment

Score: 6

Explanation: The filing reports a routine director compensation election, where a director chose phantom stock over cash, which generally aligns director interests with shareholders.

Positives

• Director Ruth Ann Marshall elected to receive equity-like phantom stock instead of cash compensation, aligning her interests with shareholders.

Future Outlook

NA

Management Comments

• The reporting person has elected to receive shares of phantom stock in lieu of cash compensation payable pursuant to Regions' Director Compensation Program.
• 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.

Industry Context

NA

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock by Director Ruth Ann Marshall is part of the company's established Director Compensation Program, representing a routine compensation arrangement with a related party.

Stakeholder Impact

• Shareholders: The election of phantom stock by a director aligns their interests with shareholders, as the value of the phantom stock is tied to the company's common stock performance.
• Director: Ruth Ann Marshall receives equity-like compensation, deferring cash income and potentially benefiting from future stock appreciation.

Key Dates

Recommendation

This Form 4 filing details a routine director compensation election, where a director chose to receive phantom stock instead of cash. This action, while aligning director interests with shareholders, does not provide new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It's a standard insider transaction that typically has minimal impact on the stock's fundamental valuation.

Keywords

Regions Financial, RF, Form 4, insider transaction, director compensation, phantom stock, beneficial ownership