Form 4: Regions Financial Director Elects Phantom Stock for Compensation

Regions Financial Director Mark A. Crosswhite acquired 1,300.4578 shares of phantom stock at $24.03 per share in lieu of cash compensation, increasing his total beneficial ownership to 18,038.3169 phantom shares.

Summary

• Mark A. Crosswhite, a Director of Regions Financial Corp, acquired 1,300.4578 shares of phantom stock.
• The transaction occurred on July 15, 2025.
• The phantom stock was acquired at a price of $24.03 per share.
• This acquisition was made in lieu of cash compensation payable pursuant to Regions' Director Compensation Program and accrued under the Directors' Deferred Investment Plan.
• Following this transaction, Mr. Crosswhite beneficially owns a total of 18,038.3169 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 includes quarterly cash dividends that have been deemed reinvested.
• 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.

Sentiment

Score: 7

Explanation: The director's election to receive phantom stock instead of cash compensation indicates confidence in the company's future performance and aligns their interests with long-term shareholder value, which is a positive signal.

Positives

• Director Mark A. Crosswhite is increasing his stake in the company through phantom stock, which aligns his financial interests with those of shareholders.
• The election to receive phantom stock instead of cash compensation demonstrates confidence in the company's future performance and long-term value.
• The phantom stock program allows for deferred compensation, which can be a beneficial retention tool for key personnel.

Risks

• The value of the phantom stock is directly tied to the cash value of Regions' common stock, meaning its value will fluctuate with the company's share price.
• Payment of the phantom stock is deferred until termination of service, exposing the director to long-term market fluctuations and company performance risks.

Future Outlook

The phantom stock is payable in cash upon the director's termination of service, either in a lump sum or up to 10 annual installments, within 30 days after the close of the plan year. The future value of this compensation is directly linked to the performance of Regions' common stock.

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.

Industry Context

Director compensation programs frequently include equity-based components like phantom stock to align the interests of directors with long-term shareholder value. This is a common practice across the financial services industry to incentivize performance, foster retention, and manage compensation in a tax-efficient manner.

Comparison to Industry Standards

• Many financial institutions, such as JPMorgan Chase & Co. (JPM) and Bank of America Corp. (BAC), utilize similar deferred equity compensation plans for their directors and executives to foster long-term alignment and retention.
• The specific structure of phantom stock, which provides cash value equivalent to shares without actual share ownership until payout, is a common mechanism for deferring compensation and managing tax implications for both the company and the recipient, consistent with industry best practices.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock by a director in lieu of cash compensation is a related-party transaction, conducted under the company's established Director Compensation Program and Directors' Deferred Investment Plan.

Stakeholder Impact

• Shareholders: The transaction indicates increased alignment of the director's interests with long-term shareholder value, as the value of the phantom stock is tied to the company's common stock performance.

Next Steps

• The phantom stock will be paid out in cash upon the director's termination of service, either in a lump sum or up to 10 annual installments, within 30 days after the close of the plan year.

Key Dates

Recommendation

Keywords

Regions Financial Corp, RF, Mark A. Crosswhite, Director Compensation, Phantom Stock, Insider Transaction, SEC Form 4, Deferred Compensation, Corporate Governance, Shareholder Alignment