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Regions Financial (RF) awards SEVP 22,358 performance-based RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Keenan David R. reported acquisition or exercise transactions in this Form 4 filing.

REGIONS FINANCIAL CORP senior executive vice president David R. Keenan received a grant of 22,358 restricted stock units tied to the company’s common stock. These units were awarded as compensation and do not represent an open-market purchase.

The restricted stock units are subject to a service requirement and vest on April 1, 2029. The number of shares ultimately delivered will depend on Regions Financial meeting specified performance thresholds during the period from January 1, 2026 through December 31, 2028. After this grant, Keenan holds 93,684.6811 restricted stock units directly, including units from reinvested cash dividends.

Positive

  • None.

Negative

  • None.
Insider Keenan David R.
Role SEVP
Type Security Shares Price Value
Grant/Award Restricted Stock Units 22,358 $0.00 --
Holdings After Transaction: Restricted Stock Units — 93,684.681 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 22,358 restricted stock units Grant to SEVP David R. Keenan on April 1, 2026
Total RSUs after grant 93,684.6811 restricted stock units Direct holdings following the award
Vesting date April 1, 2029 Scheduled vesting of the granted restricted stock units
Performance period January 1, 2026 to December 31, 2028 Period over which performance thresholds are measured
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..."
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*
Keenan David 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)04/01/2026A22,358 (2) (2)Common Stock22,358$093,684.6811(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:
/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 Regions Financial (RF) disclose about David R. Keenan in this Form 4?

Regions Financial reported that SEVP David R. Keenan received 22,358 restricted stock units as a compensation award. These units are linked to common stock and increase his total restricted stock unit holdings to 93,684.6811, including amounts from reinvested cash dividends.

Is the Regions Financial (RF) Form 4 transaction a stock purchase or sale?

The Form 4 shows a grant of 22,358 restricted stock units to SEVP David R. Keenan, not an open-market stock purchase or sale. It is a compensation-related award recorded at a price of $0.0000 per unit rather than a cash investment transaction.

When do David R. Keenan’s new Regions Financial (RF) restricted stock units vest?

The 22,358 restricted stock units granted to David R. Keenan vest on April 1, 2029, subject to a continuing service requirement. The actual number of shares delivered at vesting will also depend on Regions Financial meeting specified performance thresholds between January 1, 2026 and December 31, 2028.

How many restricted stock units in Regions Financial (RF) does David R. Keenan hold after this grant?

Following the grant, David R. Keenan holds 93,684.6811 restricted stock units directly. This figure includes both the new 22,358-unit award and additional restricted stock units accumulated from the reinvestment of quarterly cash dividends into similar awards over time.

What conditions affect the number of Regions Financial (RF) shares David R. Keenan ultimately receives?

Each restricted stock unit represents a contingent right to one share of Regions Financial common stock. Delivery on April 1, 2029 depends on Keenan satisfying a service requirement and the company achieving certain performance thresholds during the January 1, 2026 to December 31, 2028 performance period.