Sec Form 4 Filing - KIMBROUGH HARDIE B. JR @ REGIONS FINANCIAL CORP - 2021-04-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KIMBROUGH HARDIE B. JR 2. Issuer Name and Ticker or Trading Symbol REGIONS FINANCIAL CORP [ RF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Controller (Last) (First) (Middle) P. O. BOX 10247 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2021 (Street) BIRMINGHAM, AL35202-0247 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Stock Units (2021) ( 1 ) 04/01/2021 A 4,776 ( 2 ) ( 3 ) ( 3 ) Common Stock 7,164 ( 2 ) $ 0 4,776 D Restricted Stock Units $ 0 ( 4 ) 04/01/2021 A 4,776 ( 5 ) ( 5 ) Common Stock 4,776 $ 0 19,129 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KIMBROUGH HARDIE B. JR P. O. BOX 10247 BIRMINGHAM, AL35202-0247 Controller Signatures Lachelle S. Koon - Attorney-in-Fact 04/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance stock unit is the economic equivalent of up to one and one-half shares of Regions Financial Corporation common stock with deemed reinvestment of dividends. ( 2 )The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 150% of the target amount depending on the level of company achievement of performance thresholds and goals during the performance period from January 1, 2021, through December 31, 2023. ( 3 )The performance stock units will be settled in shares of common stock as of April 1, 2024, subject to a service requirement and performance thresholds and goals and subject to earlier vesting in whole or in part under certain conditions. ( 4 )Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock with deemed reinvestment of dividends. ( 5 )The restricted stock units will be settled in shares of common stock as of April 1, 2024, subject to a service requirement and performance thresholds and subject to earlier vesting in whole or in part under certain conditions.

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.
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