Regions Financial (RF) insider details RSU vesting, sale, tax withholding

Rhea-AI Filing Summary

Regions Financial Corporation officer reports equity award activity. The Senior Executive Vice President and Chief Risk Officer reported the vesting of 64,102 restricted stock units granted on January 2, 2024, which settled in an equal number of shares of common stock. In addition, 5,809.7292 dividend-equivalent restricted stock units tied to that grant vested and were treated as cash-settled units.

The insider disposed of 5,809.7292 shares of common stock at $27.56 per share related to those cash-settled units, and 23,288 shares were withheld by the company at $27.56 per share to cover taxes on stock-settled units. After these transactions, the reporting person held 82,599 shares of common stock directly, along with 278,671.9459 cash-settled restricted stock units and 214,569.9459 stock-settled restricted stock units.

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

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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^*

Zusi Russell K

(Last) (First) (Middle)

P. O. BOX 10247

(Street)

BIRMINGHAM AL 35202-0247

(City) (State) (Zip)

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 & CRO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. 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 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	01/02/2026		M(1)		64,102	A	$0(1)	105,887	D
Common Stock	01/02/2026		M(2)		5,809.7292	A	$0(2)	111,696.7292	D
Common Stock	01/02/2026		D(3)		5,809.7292	D	$27.56	105,887	D
Common Stock	01/02/2026		F(4)		23,288	D	$27.56	82,599	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	01/02/2026		M(2)			5,809.7292	(5)	(5)	Common Stock	5,809.7292	$0.0000	278,671.9459(6)	D
Restricted Stock Units	(7)	01/02/2026		M(1)			64,102	(7)	(7)	Common Stock	64,102	$0.0000	214,569.9459(6)	D

Explanation of Responses:

1. Represents the vesting of restricted stock units granted on January 2, 2024 (second of four 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 January 2, 2024 (second of four 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:

sec16poa_zusi.txt

	Elizabeth H. Townsend - Attorney-in-Fact	01/06/2026
	** 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.

FAQ

What insider activity did Regions Financial (RF) report in this Form 4?

The Senior Executive Vice President and Chief Risk Officer of Regions Financial Corporation (RF) reported the vesting of restricted stock units, a related share sale tied to cash-settled dividend-equivalent units, and shares withheld for tax purposes, all dated January 2, 2026.

How many Regions Financial (RF) restricted stock units vested in this filing?

The filing shows 64,102 restricted stock units vested from a grant made on January 2, 2024, settling 1-for-1 in shares of common stock, plus 5,809.7292 dividend-equivalent restricted stock units that vest and settle in cash.

How many Regions Financial (RF) shares were sold and at what price?

The insider disposed of 5,809.7292 shares of common stock at a price of $27.56 per share, associated with dividend-equivalent restricted stock units that settle in cash.

How many Regions Financial (RF) shares were withheld for taxes?

The company withheld 23,288 shares of common stock at $27.56 per share to satisfy tax withholding obligations on restricted stock units that settle in shares of common stock.

What is the reporting person’s position and relationship to Regions Financial (RF)?

The reporting person is an officer of Regions Financial Corporation, serving as Senior Executive Vice President & Chief Risk Officer (SEVP & CRO), and filed the form as a single reporting person.

What are the reporting person’s holdings after these Regions Financial (RF) transactions?

After the reported transactions, the insider directly owned 82,599 shares of common stock, 278,671.9459 restricted stock units that settle in cash (including reinvested cash dividends), and 214,569.9459 restricted stock units that represent a right to receive one share of common stock each.