Regions Financial (RF) SEVP Massey reports award vesting, grant and tax share withholding

Rhea-AI Filing Summary

Regions Financial senior executive vice president Charles Dandridge Massey reported equity compensation activity involving restricted stock units, performance share units, and common stock. On April 3, 2026, awards vested and were converted into a total of 23,902.9321 shares of common stock, and he received an additional 13,584 shares as a grant. The filing also shows 3,003.9321 shares returned to the issuer and 15,294 shares withheld at $26.47 per share to cover tax obligations and related cash dividend-equivalent amounts. After these transactions, Massey directly held 54,201.755 shares of Regions Financial common stock.

Insights

Equity compensation analyst

Routine vesting, grants, and tax withholding reshape but do not transform the executive’s equity position.

Senior executive vice president Charles Dandridge Massey saw restricted stock units and performance share units vest into 23,902.9321 common shares, alongside a grant of 13,584 additional shares. These are compensation-related events rather than open‑market trades.

The filing also shows a 3,003.9321-share disposition to the issuer and 15,294 shares withheld at $26.47 per share to satisfy tax and dividend-equivalent obligations. Following all activity, he directly owns 54,201.755 common shares, suggesting a continued, meaningful equity stake.

Insider Trade Summary

23,902.932 shares exercised/converted

Mixed 7 txns

Insider Massey Charles Dandridge

Role SEVP

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	20,899	$0.00	--
Exercise	Restricted Stock Units	3,003.932	$0.00	--
Exercise	Common Stock	20,899	$0.00	--
Exercise	Common Stock	3,003.932	$0.00	--
Disposition	Common Stock	3,003.932	$26.47	$80K
Grant/Award	Common Stock	13,584	$0.00	--
Tax Withholding	Common Stock	15,294	$26.47	$405K

Holdings After Transaction: Restricted Stock Units — 74,614.728 shares (Direct); Common Stock — 55,911.755 shares (Direct)

Footnotes (1)

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. 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. Represents the disposition of cash dividends that were deemed reinvested in restricted stock units and settle in cash. 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 Each restricted stock unit represents a contingent right to receive one share of common stock. Includes quarterly cash dividends that were reinvested in restricted stock units. 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

Shares from award vesting: 23,902.9321 shares New share grant: 13,584 shares Shares disposed to issuer: 3,003.9321 shares +3 more

6 metrics

Shares from award vesting 23,902.9321 shares Common stock received from RSU/PSU exercises on April 3, 2026

New share grant 13,584 shares Common stock grant on April 3, 2026

Shares disposed to issuer 3,003.9321 shares Common stock disposition to issuer (code D) at $26.47

Tax withholding shares 15,294 shares Common stock withheld for tax at $26.47 per share

Price for tax/issuer transactions $26.47 per share Applied to disposition and tax-withholding entries

Post-transaction holdings 54,201.755 shares Direct common stock owned after all April 3, 2026 transactions

Key Terms

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

5 terms

Restricted Stock Units financial

"Represents the vesting of restricted stock units granted on April 3, 2023"

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.

Performance share units financial

"Performance share units vested and were settled in shares of common stock"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer""

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

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.

contingent right to receive cash financial

"represents a contingent right to receive cash due to cash dividends"

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)
04/03/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/03/2026		M(1)		20,899	A	$0(1)	55,911.755	D
Common Stock	04/03/2026		M(2)		3,003.9321	A	$0(2)	58,915.6871	D
Common Stock	04/03/2026		D(3)		3,003.9321	D	$26.47	55,911.755	D
Common Stock	04/03/2026		A(4)		13,584	A	$0(4)	69,495.755	D
Common Stock	04/03/2026		F		15,294	D	$26.47	54,201.755	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	$0(5)	04/03/2026		M(1)			20,899	(5)	(5)	Common Stock	20,899	$0	74,614.7278(6)	D
Restricted Stock Units	$0(7)	04/03/2026		M(2)			3,003.9321	(7)	(7)	Common Stock	3,003.9321	$0	71,610.7957(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)

FAQ

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

Charles Dandridge Massey reported vesting and conversion of equity awards, plus a new share grant. Restricted stock units and performance share units became common stock, and some shares were returned to the issuer or withheld to cover tax and dividend-equivalent obligations.

How many Regions Financial (RF) shares did Massey acquire through vesting and grants?

Massey’s awards converted into 23,902.9321 shares of common stock, and he received an additional 13,584-share grant. These transactions reflect equity compensation vesting and awards rather than open‑market purchases, increasing his direct common stock holdings before tax and other required dispositions.

How many Regions Financial (RF) shares were withheld or disposed of in Massey’s filing?

The filing shows 3,003.9321 shares of common stock disposed of to the issuer and 15,294 shares withheld at $26.47 per share. These actions covered tax liabilities and obligations tied to cash dividend-equivalent restricted stock units, not discretionary open‑market sales.

What is Charles Dandridge Massey’s Regions Financial (RF) share ownership after these transactions?

After all reported transactions, Massey directly holds 54,201.755 shares of Regions Financial common stock. This figure reflects the net result of equity award vesting, new grants, and shares used for tax and related obligations disclosed in the Form 4 filing.

How do restricted stock units and performance share units work in this RF Form 4?

The filing notes restricted stock units that settle one-for-one in common stock, and performance share units converting at 0.65 shares each based on 2023–2025 goals. Some dividend-equivalent restricted stock units instead settle in cash, with related amounts handled through separate dispositions.

Was there any open-market buying or selling by Massey in this RF Form 4?

The reported transactions involve exercises, conversions, grants, a disposition to the issuer, and tax withholding at $26.47 per share. They do not indicate open‑market purchases or sales, but rather routine administration of equity compensation and associated tax and dividend-equivalent obligations.