How are performance share units described in this Regions Financial Form 4?

Performance share units vested and were settled in common shares at a 0.65-to-1 conversion rate. The number of units earned depended on Regions Financial meeting specified performance thresholds and goals during the period from January 1, 2023 through December 31, 2025, as described in the footnotes.

Regions Financial CLO reports routine stock awards

Regions Financial Corp senior executive Tara A. Plimpton reported routine equity compensation activity involving restricted stock units, performance share units, and related common shares.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Regions Financial Corp senior executive Tara A. Plimpton reported routine equity compensation activity involving restricted stock units, performance share units, and related common shares. She exercised or converted derivative awards into a total of 19,919.3007 shares of common stock, reflecting vesting of prior grants and dividend equivalents.

Plimpton also received a grant of 11,320 shares of common stock, while 2,503.3007 shares were returned to the issuer and 12,745 shares were withheld at $26.47 per share to cover tax obligations. After these transactions, she directly holds 90,534 shares of Regions Financial common stock.

Insider Trade Summary

19,919.3007 shares exercised/converted

Exercise 7 txns

Insider Plimpton Tara A

Role SEVP & Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	17,416	$0.00	$0.00
Exercise	Restricted Stock Units	2,503.3007	$0.00	$0.00
Exercise	Common Stock	17,416	$0.00	$0.00
Exercise	Common Stock	2,503.3007	$0.00	$0.00
Disposition	Common Stock	2,503.3007	$26.47	$66K
Grant/Award	Common Stock	11,320	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	12,745	$26.47	$337K

Holdings After Transaction: Restricted Stock Units — 50,962.6868 contracts (Direct); Common Stock — 90,534 shares (Direct)

Footnotes (7)

F1. Represents the vesting of restricted stock units granted on April 3, 2023 that settle in shares of common stock on a 1-for-1 basis.
F2. Represents the vesting of cash dividends on restricted stock units granted on April 3, 2023 that were deemed reinvested in restricted stock units and settle in cash.
F3. Represents the disposition of cash dividends that were deemed reinvested in restricted stock units and settle in cash.
F4. Performance share units vested and were settled in shares of common stock at a conversion rate of .65 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, 2023 through December 31, 2025.
F5. Each restricted stock unit represents a contingent right to receive one share of common stock.
F6. Includes quarterly cash dividends that were reinvested in restricted stock units.
F7. Each restricted stock unit represents a contingent right to receive cash due to cash dividends that have been deemed reinvested in restricted stock units.

Key Figures

Derivative shares exercised/converted: 19,919.3007 shares New stock grant: 11,320 shares Disposition to issuer: 2,503.3007 shares +3 more

6 metrics

Derivative shares exercised/converted 19,919.3007 shares Common stock from vested restricted and dividend-equivalent units

New stock grant 11,320 shares Common stock award to Tara A. Plimpton

Disposition to issuer 2,503.3007 shares Common stock returned to Regions Financial at $26.47

Tax-withholding shares 12,745 shares Common stock delivered at $26.47 to cover tax liabilities

Post-transaction holdings 90,534 shares Regions Financial common stock directly owned after all transactions

Exercise price for tax/issuer dispositions $26.47 per share Applied to 2,503.3007 issuer disposition shares and 12,745 tax-withholding shares

Key Terms

Restricted Stock Units, Performance share units, tax-withholding disposition, disposition to issuer, +1 more

5 terms

Restricted Stock Units financial

"Represents the vesting of restricted stock units granted on April 3, 2023 that settle in shares of common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

disposition to issuer financial

"Represents the disposition of cash dividends that were deemed reinvested in restricted stock units"

cash dividends deemed reinvested financial

"Represents the vesting of cash dividends on restricted stock units granted on April 3, 2023 that were deemed reinvested"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did RF executive Tara Plimpton report in this Form 4 filing?

Tara A. Plimpton reported routine equity compensation activity, including vesting and conversion of restricted and performance share units into 19,919.3007 common shares and a grant of 11,320 shares, plus related share dispositions for tax withholding and a return of shares to Regions Financial.

How many Regions Financial (RF) shares does Tara Plimpton hold after these transactions?

After these transactions, Tara A. Plimpton directly owns 90,534 shares of Regions Financial common stock. This figure reflects all exercises, grants, the disposition of 2,503.3007 shares to the issuer, and 12,745 shares withheld at $26.47 each to satisfy tax obligations.

What derivative awards were exercised or converted by RF’s Tara Plimpton?

She exercised or converted restricted stock units and related dividend-equivalent units totaling 19,919.3007 underlying common shares. Footnotes explain that these units, including performance share units, vested based on performance from January 1, 2023 through December 31, 2025 and settled primarily in common stock.

Why were some Regions Financial (RF) shares disposed of in this Form 4?

Two disposal transactions occurred: 2,503.3007 shares were returned to the issuer, and 12,745 shares were surrendered at $26.47 per share to cover tax liabilities. The filing characterizes the latter as a tax-withholding disposition, not an open-market sale, related to the equity vesting events.

What does the tax-withholding disposition mean in Tara Plimpton’s RF filing?

The tax-withholding disposition shows 12,745 shares of Regions Financial common stock delivered at $26.47 per share to satisfy tax obligations from her equity awards. This mechanism pays taxes using shares instead of cash and does not represent an open-market sale or discretionary trading decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 04/07/2026 - 06:02 PM

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Plimpton Tara A

(Last)

(First)

(Middle)

P. O. BOX 10247

(Street)

BIRMINGHAM

ALABAMA

35202-0247

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 & Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/03/2026		M⁽¹⁾		17,416	A	$0⁽¹⁾	91,959	D
Common Stock	04/03/2026		M⁽²⁾		2,503.3007	A	$0⁽²⁾	94,462.3007	D
Common Stock	04/03/2026		D⁽³⁾		2,503.3007	D	$26.47	91,959	D
Common Stock	04/03/2026		A⁽⁴⁾		11,320	A	$0⁽⁴⁾	103,279	D
Common Stock	04/03/2026		F		12,745	D	$26.47	90,534	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽⁵⁾	04/03/2026		M⁽¹⁾			17,416	⁽⁵⁾	⁽⁵⁾	Common Stock	17,416	$0	53,465.9875⁽⁶⁾	D
Restricted Stock Units	$0⁽⁷⁾	04/03/2026		M⁽²⁾			2,503.3007	⁽⁷⁾	⁽⁷⁾	Common Stock	2,503.3007	$0	50,962.6868⁽⁶⁾	D

Explanation of Responses:

1. Represents the vesting of restricted stock units granted on April 3, 2023 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 April 3, 2023 that were deemed reinvested in restricted stock units and settle in cash.

3. Represents the disposition of cash dividends that were deemed reinvested in restricted stock units and settle in cash.

4. Performance share units vested and were settled in shares of common stock at a conversion rate of .65 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, 2023 through December 31, 2025.

5. Each restricted stock unit represents a contingent right to receive one share of common stock.

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

7. Each restricted stock unit represents a contingent right to receive cash due to cash dividends that have been deemed reinvested in restricted stock units.

Remarks:

	/s/ Elizabeth H. Townsend - Attorney-in-Fact	04/07/2026
	** 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 Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR