Regions Financial (RF) CEO reports vested stock units, new grant and tax share disposals

Rhea-AI Filing Summary

REGIONS FINANCIAL CORP Chairman, President and CEO John M. Turner Jr. reported multiple equity compensation events. Restricted stock units and performance-based awards vested and were exercised into a combined 111,545.1101 shares of common stock on a 1-for-1 basis, with portions tied to reinvested cash dividends.

Turner received a separate grant of 63,393 shares of common stock as a compensation award. To cover obligations, 71,369 shares were disposed of at $26.47 per share to satisfy tax liabilities, and 14,018.1101 shares were returned to the issuer. Following these transactions, he directly holds 1,006,157 shares and indirectly holds 5,414.9223 shares through a 401(k) plan.

Insights

Equity compensation and governance analyst

CEO equity transactions are largely routine compensation-related, with no clear directional signal.

These Form 4 entries show John M. Turner Jr. receiving stock through vesting of restricted stock units and performance share units, plus a new share grant. The 111,545.1101 shares from vested units and 63,393-share award reflect standard long-term incentive structures rather than open-market trading.

Dispositions include 71,369 shares used to satisfy tax obligations at $26.47 per share and 14,018.1101 shares returned to the issuer, both typical mechanics when equity awards vest. After the transactions, Turner still holds over 1.0 million shares directly, indicating these are proportional, routine compensation events rather than a significant change in his economic exposure.

Insider Trade Summary

111,545.11 shares exercised/converted

Mixed 8 txns

Insider Turner John M JR

Role Chairman, President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	97,527	$0.00	--
Exercise	Restricted Stock Units	14,018.11	$0.00	--
Exercise	Common Stock	97,527	$0.00	--
Exercise	Common Stock	14,018.11	$0.00	--
Disposition	Common Stock	14,018.11	$26.47	$371K
Grant/Award	Common Stock	63,393	$0.00	--
Tax Withholding	Common Stock	71,369	$26.47	$1.89M
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 318,645.386 shares (Direct); Common Stock — 1,014,133 shares (Direct); Common Stock — 5,414.922 shares (Indirect, By 401(k))

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 vested units: 111,545.1101 shares New share grant: 63,393 shares Tax withholding shares: 71,369 shares at $26.47 +4 more

7 metrics

Shares from vested units 111,545.1101 shares Common stock received upon RSU and performance share unit vesting

New share grant 63,393 shares Common stock award granted to CEO

Tax withholding shares 71,369 shares at $26.47 Shares delivered to satisfy tax liabilities

Shares returned to issuer 14,018.1101 shares Disposition to issuer related to vested awards

Direct holdings after transactions 1,006,157 shares CEO’s direct common stock ownership following all entries

Indirect 401(k) holdings 5,414.9223 shares Common stock held indirectly via 401(k) plan

Exercise price for tax dispositions $26.47 per share Price used for tax and issuer-related share dispositions

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"

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.

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"

401(k) financial

"Indirect ownership noted as 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.

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^*

Turner John M JR

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

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)		97,527	A	$0(1)	1,014,133	D
Common Stock	04/03/2026		M(2)		14,018.1101	A	$0(2)	1,028,151.1101	D
Common Stock	04/03/2026		D(3)		14,018.1101	D	$26.47	1,014,133	D
Common Stock	04/03/2026		A(4)		63,393	A	$0(4)	1,077,526	D
Common Stock	04/03/2026		F		71,369	D	$26.47	1,006,157	D
Common Stock								5,414.9223	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(5)	04/03/2026		M(1)			97,527	(5)	(5)	Common Stock	97,527	$0	318,645.3856(6)	D
Restricted Stock Units	$0(7)	04/03/2026		M(2)			14,018.1101	(7)	(7)	Common Stock	14,018.1101	$0	304,627.2755(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 CEO John M. Turner Jr. report in this Form 4?

He reported vesting and exercise of equity awards that delivered 111,545.1101 shares of common stock and a separate 63,393-share grant, along with related tax and issuer dispositions, reflecting routine compensation activity rather than open-market buying or selling.

How many Regions Financial (RF) shares does the CEO hold after these transactions?

After the reported transactions, John M. Turner Jr. directly holds 1,006,157 shares of Regions Financial common stock and indirectly holds 5,414.9223 shares through a 401(k) plan, according to the filing’s post-transaction ownership figures.

Were any Regions Financial (RF) shares sold on the open market in this Form 4?

The filing shows no open-market sales. Dispositions consist of 71,369 shares delivered at $26.47 per share to cover tax liabilities and 14,018.1101 shares returned to the issuer, both linked to equity award vesting mechanisms rather than discretionary market sales.

What is the significance of the 111,545.1101 shares reported for RF’s CEO?

Those 111,545.1101 shares represent common stock received when restricted stock units and performance share units vested and were settled. The awards, some tied to reinvested dividends and multi-year performance goals, reflect long-term incentive compensation reaching its vesting date.

What new equity award did the Regions Financial (RF) CEO receive?

John M. Turner Jr. received a grant of 63,393 shares of common stock as a compensation award. This award increased his direct holdings before subsequent tax-related and issuer-related share dispositions associated with the overall equity compensation activity reported.

How were performance share units treated in this RF Form 4 filing?

Performance share units vested based on meeting performance thresholds from January 1, 2023 through December 31, 2025 and were settled in shares of common stock at a 0.65-to-1 conversion rate, contributing to the total shares acquired upon vesting.