Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Smith Ronald G.	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) SEVP
(Last)          (First)          (Middle) P. O. BOX 10247	3. Date of Earliest Transaction (MM/DD/YYYY) 4/1/2023
(Street) BIRMINGHAM, AL 35202-0247	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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)	Rule 10b5-1(c) Transaction Indication ☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	4/1/2023		A		43733.0000	A	$0.0000 (1)	294323.0000	D
Common Stock	4/1/2023		M		29155.0000	A	$0 (2)	323478.0000	D
Common Stock	4/1/2023		F		32327.0000	D	$18.5600	291151.0000	D
Common Stock								20600.6526 (3)	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Restricted Stock Units	(4)	4/1/2023		M			29155.0000	(2)	(2)	Common Stock	29155.0000	$0.0000	36300.0000 (5)	D
Restricted Stock Units	(4)	4/3/2023		A		26123.0000		(6)	(6)	Common Stock	26123.0000	$0.0000	64997.0500 (5)	D

Explanation of Responses:
(1)	Performance share units vested and were settled in shares of common stock at a conversion rate of 1.5 shares of common stock for each performance share unit. The number of performance share units earned was based on the issuer meeting certain performance thresholds and goals during the period from January 1, 2020 through December 31, 2022.
(2)	Restricted stock units vested and were settled in shares of common stock on a 1-for-1 basis on April 1, 2023.
(3)	Includes dividends acquired January 3, 2023 and April 3, 2023, pursuant to a dividend reinvestment feature of the Regions Financial Corporation 401(k) Plan. The total amount reported is expressed as ownership units in the Plan's unitized employer stock fund, which is managed such that each unit is intended to approximate the economic value of one share of common stock.
(4)	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.
(5)	Includes quarterly cash dividends that were reinvested in restricted stock units.
(6)	The restricted stock units vest on April 3, 2026, subject to a service requirement. The number of shares to be delivered upon vesting is contingent on the issuer meeting certain performance thresholds during the period from January 1, 2023 through December 31, 2025.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith Ronald G. P. O. BOX 10247 BIRMINGHAM, AL 35202-0247			SEVP

Signatures
Lachelle S. Koon - Attorney -in-Fact		4/4/2023
**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 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.