Regions Financial (NYSE: RF) SEVP adds stock via award vesting and tax withholding

Rhea-AI Filing Summary

Regions Financial Corp SEVP Brian R. Willman reported equity compensation activity involving restricted stock units and performance share units on April 3, 2026. Awards vested and were settled mostly in shares of common stock, with some units tied to reinvested cash dividends.

After exercises, grants, and related dispositions, Willman directly held 7,014 shares of common stock, and also indirectly held 29,117.5111 shares through a 401(k) plan. A total of 4,480 shares were withheld to cover tax obligations, and 1,001.2628 shares were returned to the issuer in connection with cash-settled dividend equivalents.

Insights

Equity compensation analyst

Routine equity awards and vesting, with tax withholding and no open-market trades.

The filing shows Brian R. Willman, SEVP of Regions Financial Corp, receiving common shares from vesting restricted stock units and performance share units. These units generally convert on a 1-for-1 or stated-rate basis into common stock or cash, as described in the footnotes.

He acquired shares through derivative exercises and a stock grant while some shares were returned to the issuer or withheld. A D-code entry covers 1,001.2628 shares disposed to the issuer related to cash-settled dividend equivalents, and an F-code entry shows 4,480 shares withheld at $26.47 per share to satisfy tax liabilities.

Following these transactions, he directly held 7,014 common shares and indirectly held 29,117.5111 shares via a 401(k) plan. With no open-market buying or selling reported and no remaining derivatives listed, this appears to be standard compensation vesting with neutral informational value for investors.

Insider Trade Summary

7,967.263 shares exercised/converted

Mixed 8 txns

Insider Willman Brian R

Role SEVP

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,966	$0.00	--
Exercise	Restricted Stock Units	1,001.263	$0.00	--
Exercise	Common Stock	6,966	$0.00	--
Exercise	Common Stock	1,001.263	$0.00	--
Disposition	Common Stock	1,001.263	$26.47	$27K
Grant/Award	Common Stock	4,528	$0.00	--
Tax Withholding	Common Stock	4,480	$26.47	$119K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 43,245.153 shares (Direct); Common Stock — 6,966 shares (Direct); Common Stock — 29,117.511 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

Derivative shares exercised: 7,967.2628 shares Tax withholding shares: 4,480 shares Disposition to issuer: 1,001.2628 shares +4 more

7 metrics

Derivative shares exercised 7,967.2628 shares Common stock received from vesting RSUs and performance units

Tax withholding shares 4,480 shares Shares withheld to cover taxes at $26.47 per share

Disposition to issuer 1,001.2628 shares Shares returned to issuer related to cash-settled dividend equivalents

Stock grant received 4,528 shares Common stock acquired as a grant or award

Direct holdings after transactions 7,014 shares Regions Financial common stock directly owned post-transaction

Indirect 401(k) holdings 29,117.5111 shares Common stock held indirectly through a 401(k) plan

Tax price per share $26.47 per share Value used for tax-withholding and disposition entries

Key Terms

Restricted Stock Units, Performance share units, Disposition to issuer, tax-withholding disposition, +2 more

6 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.

401(k) financial

"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.

contingent right to receive financial

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

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^*

Willman Brian R

(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)		6,966	A	$0(1)	6,966	D
Common Stock	04/03/2026		M(2)		1,001.2628	A	$0(2)	7,967.2628	D
Common Stock	04/03/2026		D(3)		1,001.2628	D	$26.47	6,966	D
Common Stock	04/03/2026		A(4)		4,528	A	$0(4)	11,494	D
Common Stock	04/03/2026		F		4,480	D	$26.47	7,014	D
Common Stock								29,117.5111	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)			6,966	(5)	(5)	Common Stock	6,966	$0	43,245.1534(6)	D
Restricted Stock Units	$0(7)	04/03/2026		M(2)			1,001.2628	(7)	(7)	Common Stock	1,001.2628	$0	42,243.8906(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 Regions Financial (RF) executive Brian Willman report in this Form 4?

Brian R. Willman reported vesting and settlement of equity awards that delivered common shares of Regions Financial. The activity reflects routine restricted stock unit and performance share vesting, plus related tax and dividend-equivalent adjustments, rather than open-market stock purchases or sales.

How many Regions Financial (RF) shares does Brian Willman hold after these transactions?

After the reported transactions, Brian Willman directly held 7,014 shares of Regions Financial common stock. He also indirectly held 29,117.5111 additional shares through a 401(k) plan, reflecting both direct ownership and retirement-plan holdings disclosed in the Form 4.

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

No open-market sales were disclosed. Dispositions involved 1,001.2628 shares returned to the issuer tied to cash-settled dividend equivalents and 4,480 shares withheld at $26.47 per share to satisfy tax obligations on newly vested equity awards.

What role did restricted stock units play in this Regions Financial (RF) filing?

Restricted stock units granted to Brian Willman vested and largely settled into shares of Regions Financial common stock on a one-for-one basis. Some units represented reinvested cash dividends and either settled in cash or were disposed in connection with those cash dividend equivalents.

How were performance share units treated in this Regions Financial (RF) Form 4?

Performance share units vested based on Regions Financial meeting performance goals from January 1, 2023 through December 31, 2025. They were settled in common stock at a conversion rate of 0.65 shares for each performance share unit, as described in the footnotes.

Why were some Regions Financial (RF) shares withheld from Brian Willman for taxes?

When equity awards vest, tax is typically due on their value. In this case, 4,480 shares of Regions Financial common stock were withheld at $26.47 per share to cover tax liabilities, a standard non-market mechanism shown with transaction code F in the Form 4.