What are the key details of the performance share units reported by RF’s Katherine Danella?

Performance share units vested and were settled in Regions Financial common stock at a 0.65 share conversion rate per unit. The number of units earned was based on the company meeting performance thresholds and goals for the period from January 1, 2023 through December 31, 2025.

Regions Financial (RF) SEVP Danella gains stock from RSU and PSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Regions Financial Corp Senior Executive Vice President Katherine R. Danella reported multiple equity compensation events in common stock on April 3, 2026. Restricted stock units vested and were exercised into 17,416 shares of common stock, and additional units related to cash dividends vested as 2,503.3007 shares. Performance share units also vested and were settled in shares of common stock based on a 0.65 share conversion rate for each performance share unit, after the company met specified performance thresholds from January 1, 2023 through December 31, 2025. She received a grant of 11,320 shares of common stock as an award, while 12,745 shares were withheld at $26.47 per share to satisfy tax obligations and 2,503.3007 shares were returned to the issuer. Following these transactions, she directly held 93,883 shares of common stock.

Insider Trade Summary

19,919.301 shares exercised/converted

Mixed 7 txns

Insider Danella Katherine R

Role SEVP

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	17,416	$0.00	--
Exercise	Restricted Stock Units	2,503.301	$0.00	--
Exercise	Common Stock	17,416	$0.00	--
Exercise	Common Stock	2,503.301	$0.00	--
Disposition	Common Stock	2,503.301	$26.47	$66K
Grant/Award	Common Stock	11,320	$0.00	--
Tax Withholding	Common Stock	12,745	$26.47	$337K

Holdings After Transaction: Restricted Stock Units — 64,898.33 shares (Direct); Common Stock — 95,308 shares (Direct)

Footnotes (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

RSUs vested into stock: 17,416 shares Dividend-related RSU shares: 2,503.3007 shares New stock award: 11,320 shares +5 more

8 metrics

RSUs vested into stock 17,416 shares Restricted stock units settling 1-for-1 into common stock

Dividend-related RSU shares 2,503.3007 shares Cash dividends deemed reinvested in RSUs, settled in stock

New stock award 11,320 shares Grant or award of common stock at $0.00 per share

Tax withholding shares 12,745 shares Shares withheld at $26.47 per share for tax obligations

Issuer disposition 2,503.3007 shares Shares returned to issuer at $26.47 per share

Direct holdings after transactions 93,883 shares Common stock directly owned after April 3, 2026 activity

Derivative exercises 19,919.3007 units Total RSUs exercised or converted on April 3, 2026

Tax withholding price $26.47 per share Price used for tax-withholding and issuer 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.

Disposition to issuer financial

"transaction_action":"issuer disposition","transaction_code_description":"Disposition to issuer"

tax-withholding disposition financial

"transaction_action":"tax-withholding disposition","transaction_code_description":"Payment of exercise price or tax liability"

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 financial

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

cash dividends deemed reinvested financial

"cash dividends that were deemed reinvested in restricted stock units"

Form 4 Insider Transactions: What Each Field Means →

04/07/2026 - 06:03 PM

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^*

Danella Katherine 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/03/2026		M⁽¹⁾		17,416	A	$0⁽¹⁾	95,308	D
Common Stock	04/03/2026		M⁽²⁾		2,503.3007	A	$0⁽²⁾	97,811.3007	D
Common Stock	04/03/2026		D⁽³⁾		2,503.3007	D	$26.47	95,308	D
Common Stock	04/03/2026		A⁽⁴⁾		11,320	A	$0⁽⁴⁾	106,628	D
Common Stock	04/03/2026		F		12,745	D	$26.47	93,883	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽⁵⁾	04/03/2026		M⁽¹⁾			17,416	⁽⁵⁾	⁽⁵⁾	Common Stock	17,416	$0	64,898.3304⁽⁶⁾	D
Restricted Stock Units	$0⁽⁷⁾	04/03/2026		M⁽²⁾			2,503.3007	⁽⁷⁾	⁽⁷⁾	Common Stock	2,503.3007	$0	62,395.0297⁽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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity transactions did RF executive Katherine Danella report on this Form 4?

Katherine R. Danella reported vesting and exercise of restricted stock units into 17,416 common shares, additional dividend-related units of 2,503.3007 shares, performance share units settling in stock, an 11,320-share award, and share dispositions for taxes and a return to the issuer.

How many Regions Financial (RF) shares does Katherine Danella hold after these transactions?

After the reported transactions, Katherine R. Danella directly holds 93,883 shares of Regions Financial common stock. This total reflects the net result of vested awards, new grants, tax-withholding dispositions, and shares returned to the issuer on April 3, 2026.

What was the purpose of the 12,745 RF shares disposed by Katherine Danella?

The 12,745 shares of Regions Financial common stock were disposed of to satisfy tax obligations. They were withheld at a price of $26.47 per share in connection with equity awards vesting, rather than being sold in an open-market transaction.

What restricted stock unit activity did Regions Financial (RF) disclose for Katherine Danella?

Restricted stock units granted on April 3, 2023 vested and settled one-for-one into 17,416 shares of common stock. Additional units related to reinvested cash dividends, totaling 2,503.3007 shares, also vested, while some dividend-related amounts were settled in cash or returned to the issuer.

Did Katherine Danella receive any new Regions Financial (RF) stock awards in this Form 4?

Yes. Katherine R. Danella received a new grant or award of 11,320 shares of Regions Financial common stock at a reported price of $0.00 per share. This award increased her direct ownership before accounting for tax withholding and shares returned to the issuer.