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Regions Financial (RF) SEVP receives 19,164 performance-based restricted stock units

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Filing Sentiment
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Form Type
4

Rhea-AI Filing Summary

Willman Brian R reported acquisition or exercise transactions in this Form 4 filing.

REGIONS FINANCIAL CORP senior executive Brian R. Willman received a grant of 19,164 restricted stock units on common stock as equity compensation. Each unit represents a contingent right to one share of common stock. Following this grant, he holds a total of 50,211.1534 restricted stock units.

The restricted stock units vest on April 1, 2029, subject to a continued service requirement. The actual number of shares delivered at vesting will depend on Regions Financial meeting specified performance thresholds for the period from January 1, 2026 through December 31, 2028. The reported holdings also include quarterly cash dividends that have been reinvested into additional restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Willman Brian R
Role SEVP
Type Security Shares Price Value
Grant/Award Restricted Stock Units 19,164 $0.00 --
Holdings After Transaction: Restricted Stock Units — 50,211.153 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.
RSUs granted 19,164 restricted stock units Grant on April 1, 2026 to SEVP Brian R. Willman
RSU holdings after grant 50,211.1534 restricted stock units Total RSUs following transaction for Brian R. Willman
Vesting date April 1, 2029 Scheduled vesting date for granted restricted stock units
Performance period January 1, 2026 to December 31, 2028 Period over which performance thresholds must be met
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.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of common stock."
performance thresholds financial
"contingent on the issuer meeting certain performance thresholds during the period from January 1, 2026 through December 31, 2028."
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 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*
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)
Director10% Owner
XOfficer (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)
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
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(1)04/01/2026A19,164 (2) (2)Common Stock19,164$050,211.1534(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-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 RF executive Brian R. Willman report on this Form 4?

Brian R. Willman reported receiving 19,164 restricted stock units tied to REGIONS FINANCIAL CORP common stock. This is an equity compensation grant that increases his restricted stock unit holdings to 50,211.1534 units, subject to future vesting and performance conditions.

When do Brian Willman’s new RF restricted stock units vest?

The restricted stock units granted to Brian Willman vest on April 1, 2029, subject to a service requirement. He must remain eligible through that date, and the final number of shares delivered depends on performance during 2026–2028.

Are Brian Willman’s RF restricted stock units performance-based?

Yes. The number of shares ultimately delivered from the 19,164 restricted stock units depends on REGIONS FINANCIAL CORP meeting certain performance thresholds from January 1, 2026 through December 31, 2028, in addition to satisfying the vesting date requirement.

How many RF restricted stock units does Brian Willman hold after this grant?

After the grant, Brian Willman holds 50,211.1534 restricted stock units related to REGIONS FINANCIAL CORP common stock. This figure includes the 19,164 new units and prior units, as well as quarterly cash dividends that were reinvested into additional restricted stock units.

Do Brian Willman’s RF restricted stock units include reinvested dividends?

Yes. The reported restricted stock unit balance includes quarterly cash dividends that were reinvested into additional units. This means his total of 50,211.1534 restricted stock units reflects both original awards and accumulated dividend reinvestments over time.