Regions Financial (NYSE: RF) SEVP awarded 22,358 performance-based RSUs

Rhea-AI Filing Summary

Massey Charles Dandridge reported acquisition or exercise transactions in this Form 4 filing.

Regions Financial Corp senior executive Charles Dandridge Massey received a grant of 22,358 restricted stock units (RSUs) tied to common stock. The RSUs were awarded at no cash cost to him as part of equity compensation and increase his directly held RSU-based interest to about 95,514 units.

The RSUs are subject to a service requirement and will vest on April 1, 2029. The actual number of shares delivered at vesting depends on Regions meeting specified performance thresholds for the period from January 1, 2026 through December 31, 2028. The position also reflects quarterly cash dividends that have been reinvested into additional RSUs.

Insights

Bank compensation & governance analyst

Routine long-term RSU grant, performance-based and service-vested.

The filing shows Regions Financial SEVP Charles Dandridge Massey receiving 22,358 restricted stock units as a compensation award. The grant carries no purchase price and represents stock-settled, equity-based pay rather than an open-market transaction.

The RSUs vest in 2029 and depend on performance over the 2026–2028 period, aligning part of compensation with multi-year results. This is a standard structure for senior bank executives and, by itself, does not materially change the investment case for the company.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Massey Charles Dandridge

Role SEVP

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	22,358	$0.00	--

Holdings After Transaction: Restricted Stock Units — 95,513.728 shares (Direct)

Footnotes (1)

1. 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.

Key Figures

RSUs granted: 22,358 units Holdings after grant: 95,513.7278 units Exercise/Conversion price: $0.00 per unit +3 more

6 metrics

RSUs granted 22,358 units Restricted stock units granted on April 1, 2026

Holdings after grant 95,513.7278 units Total RSU holdings following the reported transaction

Exercise/Conversion price $0.00 per unit No cash exercise price; compensation award

Underlying common shares 22,358 shares Each RSU represents one share of common stock

Vesting date April 1, 2029 Scheduled vesting date for the RSU award

Performance period Jan 1, 2026 – Dec 31, 2028 Period over which performance thresholds are measured

Key Terms

Restricted Stock Units, service requirement, performance thresholds, dividends reinvested in restricted stock units

4 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share 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.

service requirement financial

"The restricted stock units vest on April 1, 2029, subject to a service requirement."

performance thresholds financial

"The number of shares to be delivered upon vesting is contingent on the issuer meeting certain performance thresholds during the period"

dividends reinvested in restricted stock units financial

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

Form 4 Insider Transactions: What Each Field Means →

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^*

Massey Charles Dandridge

(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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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)
			Code	V	Amount	(A) or (D)	Price

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	(1)	04/01/2026		A		22,358		(2)	(2)	Common Stock	22,358	$0	95,513.7278(3)	D

Explanation of Responses:

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

2. 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.

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

Remarks:

Ex-24 Power of Attorney attached.

	/s/ Elizabeth H. Townsend - Attorney-in-Fact	04/03/2026
	** 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)

FAQ

What did RF executive Charles Dandridge Massey report in this Form 4?

He reported receiving a grant of 22,358 restricted stock units in Regions Financial common stock as compensation. These units increase his RSU-based holdings and will ultimately settle in shares if service and performance conditions are met.

How many Regions Financial (RF) RSUs does Massey hold after this transaction?

After the grant, Massey is shown holding 95,513.7278 restricted stock units directly. This figure reflects the newly awarded 22,358 RSUs plus previously outstanding RSUs, including units accumulated from reinvested quarterly cash dividends.

When do the new Regions Financial (RF) restricted stock units vest?

The newly granted restricted stock units vest on April 1, 2029, subject to a service requirement. Massey must remain eligible through that date, and the final number of shares delivered will also depend on performance during a specified three-year period.

What performance period affects Massey’s RF RSU payout?

The number of shares ultimately delivered from this RSU grant depends on performance from January 1, 2026 through December 31, 2028. Regions must meet defined performance thresholds during that three-year span for the full award to be earned.

Are Regions Financial (RF) dividends included in these RSU holdings?

Yes. The reported RSU balance includes quarterly cash dividends that were reinvested into additional restricted stock units. This means dividend equivalents have been credited as more units rather than paid out in cash.