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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Massey Charles Dandridge
  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 (Month/Day/Year)
07/01/2024
(Street)

BIRMINGHAM, AL 35202-0247		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 07/01/2024   M(1)   17,517 A $ 0 (1) 29,198 D  
Common Stock 07/01/2024   M(2)   1,665.0579 A $ 0 (2) 30,863.0579 D  
Common Stock 07/01/2024   D(3)   1,665.0579 D $ 19.9 29,198 D  
Common Stock 07/01/2024   F(4)   5,142 D $ 19.9 24,056 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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
Restricted Stock Units (5) 07/01/2024   M(2)     1,665.0579   (5)   (5) Common Stock 1,665.0579 $ 0 82,961.8302 (6) D  
Restricted Stock Units (7) 07/01/2024   M(1)     17,517   (7)   (7) Common Stock 17,517 $ 0 65,444.8302 (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Massey Charles Dandridge
P. O. BOX 10247
BIRMINGHAM, AL 35202-0247		       SEVP  

Signatures

 Elizabeth H. Townsend - Attorney-in-Fact   07/03/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the vesting of restricted stock units granted on July 1, 2022 (second of three equal annual installments) that settle in shares of common stock on a 1-for-1 basis.
(2) Represents the vesting of cash dividends (on restricted stock units granted on July 1, 2022 (second of three equal annual installments)) that were deemed reinvested in restricted stock units that settle in cash.
(3) Represents the disposition of cash dividends that were deemed reinvested in restricted stock units and settle in cash.
(4) Represents shares withheld by the Company for tax withholding on restricted stock units that settle in shares of common stock on a 1-for-1 basis.
(5) Each restricted stock unit represents a contingent right to receive cash due to cash dividends that have been deemed reinvested in restricted stock units.
(6) Includes quarterly cash dividends that have been deemed reinvested in restricted stock units and settle in cash.
(7) Each restricted stock unit represents a contingent right to receive one share of common stock.
 
Remarks:
poa_massey.txt

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