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Regions Financial (RF) CFO gets 15,970 RSUs, tax shares withheld

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Regions Financial Corp Chief Financial Officer Anil D. Chadha reported equity compensation and related share movements. He received a grant of 15,970 restricted stock units, each representing a contingent right to one share of common stock. These units vest on April 1, 2029, subject to continued service and performance thresholds for the period from January 1, 2026 through December 31, 2028.

On the same date, 5,542 previously granted restricted stock units vested and were exercised into 5,542 shares of common stock. Of these, 2,458 shares were withheld by the company at $26.34 per share to cover tax obligations. After these transactions, Chadha directly holds 9,670.0181 shares of common stock, has 1,340.0714 shares held indirectly through a 401(k), and 37,233.8337 restricted stock units, which include quarterly cash dividends reinvested in additional units.

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Insider Chadha Anil D
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 15,970 $0.00 --
Exercise Restricted Stock Units 5,542 $0.00 --
Exercise Common Stock 5,542 $0.00 --
Tax Withholding Common Stock 2,458 $26.34 $65K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 37,233.834 shares (Direct); Common Stock — 12,128.018 shares (Direct); Common Stock — 1,340.071 shares (Indirect, By 401(k))
Footnotes (1)
  1. Represents the vesting of restricted stock units granted on April 1, 2024 (second of three equal annual installments) that settle in shares of common stock on a 1-for-1 basis 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. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest on April 1, 2029, 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, 2026 through December 31, 2028. Includes quarterly cash dividends that were reinvested in restricted stock units.
New RSU grant 15,970 units Restricted stock units granted to CFO on April 1, 2026
Vested RSUs exercised 5,542 units Previously granted restricted stock units settling into common stock
Shares withheld for taxes 2,458 shares at $26.34 Common shares withheld to cover tax obligations on RSU vesting
Direct common stock holdings 9,670.0181 shares Direct ownership after reported transactions
401(k) common stock holdings 1,340.0714 shares Indirect ownership through 401(k) plan after transactions
RSU holdings 37,233.8337 units Total restricted stock units including reinvested dividends
Restricted Stock Units financial
"Represents the vesting of restricted stock units granted on April 1, 2024"
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.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"
tax withholding financial
"Represents shares withheld by the Company for tax withholding on restricted stock units"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
401(k) financial
"Common Stock, indirect ownership, nature of ownership: By 401(k)"
A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.
performance thresholds financial
"contingent on the issuer meeting certain performance thresholds during the period"
quarterly cash dividends financial
"Includes quarterly cash dividends that were reinvested in restricted stock units"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Chadha Anil D
(Last)(First)(Middle)
1900 5TH AVENUE NORTH
(Street)
BIRMINGHAM ALABAMA 35203
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026M(1)5,542A$0(1)12,128.0181D
Common Stock04/01/2026F(2)2,458D$26.349,670.0181D
Common Stock1,340.0714IBy 401(k)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)04/01/2026A15,970 (4) (4)Common Stock15,970$037,233.8337(5)D
Restricted Stock Units(3)04/01/2026M(1)5,542 (3) (3)Common Stock5,542$031,691.8337(5)D
Explanation of Responses:
1. Represents the vesting of restricted stock units granted on April 1, 2024 (second of three equal annual installments) that settle in shares of common stock on a 1-for-1 basis
2. 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.
3. Each restricted stock unit represents a contingent right to receive one share of common stock.
4. The restricted stock units vest on April 1, 2029, 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, 2026 through December 31, 2028.
5. Includes quarterly cash dividends that were reinvested in restricted stock units.
Remarks:
/s/ Elizabeth H. Townsend - Attorney-in-Fact04/03/2026
** Signature of Reporting PersonDate
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

FAQ

What did Regions Financial (RF) CFO Anil D. Chadha report in this Form 4?

Anil D. Chadha reported new equity compensation and related share movements. He received a grant of 15,970 restricted stock units and saw 5,542 previously granted units vest into common shares, with part of those shares withheld for taxes.

How many restricted stock units did the Regions (RF) CFO receive and on what terms?

He received 15,970 restricted stock units. Each unit is a contingent right to one share of common stock, vesting on April 1, 2029, subject to continued service and performance thresholds measured from January 1, 2026 through December 31, 2028.

What happened when Anil D. Chadha’s prior restricted stock units vested at Regions Financial (RF)?

On April 1, 2026, 5,542 previously granted restricted stock units vested and converted into 5,542 common shares. These units were part of a three-year award granted April 1, 2024, representing the second of three equal annual installments.

Why were some Regions Financial (RF) shares withheld in the CFO’s Form 4?

The company withheld 2,458 shares of common stock at $26.34 per share. These shares were used to satisfy tax withholding obligations related to the vesting of restricted stock units that settle in common stock on a one-for-one basis.

What are Anil D. Chadha’s holdings in Regions Financial (RF) after these transactions?

Following the reported transactions, he directly holds 9,670.0181 shares of common stock, plus 1,340.0714 shares held indirectly through a 401(k) plan, and 37,233.8337 restricted stock units, which include quarterly cash dividends reinvested in additional units.

How do dividends affect the Regions Financial (RF) CFO’s restricted stock unit balance?

His restricted stock unit balance includes quarterly cash dividends reinvested in additional units. This means cash dividends that would have been paid on underlying shares are instead used to acquire more restricted stock units, increasing the total reported RSU holdings over time.