Brian R Willman Form 3 REGIONS FINANCIAL / Brian R Willman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Willman Brian R

(Last) (First) (Middle)

P. O. BOX 10247

(Street)

BIRMINGHAM AL 35202-0247

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2024

3. Issuer Name and Ticker or Trading Symbol
REGIONS FINANCIAL CORP [ RF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SEVP

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	20,985.6265(2)	(3)	D

Explanation of Responses:

1. 5,866 restricted stock units awarded April 1, 2022, to be settled in shares of common stock as of April 1, 2025, subject to a service requirement, with the number of shares delivered upon vesting contingent upon the issuer meeting certain performance thresholds during the period from January 1, 2022 through December 31, 2024; 6,966 restricted stock units awarded April 3, 2023, to be settled in shares of common stock as of April 3, 2026, subject to a service requirement, with the number of shares delivered upon vesting contingent upon the issuer meeting certain performance thresholds during the period from January 1, 2023 through December 31, 2025; and 6,789 restricted stock units awarded April 1, 2024, to be settled in shares of common stock as of April 1, 2027, subject to a service requirement, with the number of shares delivered upon vesting contingent upon the issuer meeting certain performance thresholds during the period from January 1, 2024 through December 31, 2026.

2. Includes quarterly cash dividends that were reinvested in restricted stock units.

3. Each restricted stock unit represents a contingent right to receive one share of common stock and a contingent right to receive cash on cash dividends that have been reinvested in restricted stock units.

Remarks:

poa_willman.txt

	/s/ Elizabeth H. Townsend - Attorney-in-Fact	10/31/2024
	** 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 5 (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.
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