RF (NYSE: RF) SEVP awarded 19,164 performance-based RSUs vesting in 2029

Rhea-AI Filing Summary

Danella Katherine R reported acquisition or exercise transactions in this Form 4 filing.

REGIONS FINANCIAL CORP Senior Executive Vice President Katherine R. Danella received a grant of 19,164 restricted stock units. These units were awarded at no cash cost as equity-based compensation and each 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 and the company meeting specified performance thresholds for the period from January 1, 2026 through December 31, 2028. Following this award, Danella directly holds 82,314.3304 restricted stock units, including units from quarterly cash dividends that were reinvested.

Insights

Equity Compensation Analyst

Routine long-term RSU grant with performance and service conditions.

Katherine R. Danella, a Senior Executive Vice President of REGIONS FINANCIAL CORP, received 19,164 restricted stock units as a grant or award. This is a non-cash equity incentive that aligns part of her compensation with future company performance.

The RSUs vest on April 1, 2029, conditioned on continued service and performance thresholds measured from January 1, 2026 through December 31, 2028. This makes the award a long-term incentive tied to multi-year results rather than a short-term market trade.

After this grant, Danella holds 82,314.3304 restricted stock units, which also reflect quarterly cash dividends that were reinvested. As a compensation event rather than an open-market purchase or sale, it is best viewed as routine executive pay structure rather than a directional signal on the stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Danella Katherine R

Role SEVP

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	19,164	$0.00	--

Holdings After Transaction: Restricted Stock Units — 82,314.33 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.

Key Figures

RSU grant size: 19,164 restricted stock units Post-grant RSU holdings: 82,314.3304 restricted stock units RSU vesting date: April 1, 2029 +2 more

5 metrics

RSU grant size 19,164 restricted stock units Grant/award acquisition on April 1, 2026

Post-grant RSU holdings 82,314.3304 restricted stock units Total RSUs directly held after transaction

RSU vesting date April 1, 2029 Vesting date subject to service and performance

Performance measurement period January 1, 2026 to December 31, 2028 Period for performance thresholds on RSU award

RSU price per unit $0.0000 per unit Reported transaction price for the grant

Key Terms

Restricted Stock Units, service requirement, performance thresholds, quarterly cash dividends

4 terms

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 from January 1, 2026 through December 31, 2028."

quarterly cash dividends financial

"Includes quarterly cash dividends that were reinvested in restricted stock units."

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^*

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)
04/01/2026

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

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	(1)	04/01/2026		A		19,164		(2)	(2)	Common Stock	19,164	$0	82,314.3304(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-Fact	04/03/2026
	** 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 executive Katherine R. Danella report in this Form 4 filing?

Katherine R. Danella reported receiving a grant of 19,164 restricted stock units from REGIONS FINANCIAL CORP. The units are equity-based compensation, not an open-market share purchase, and each unit represents a contingent right to receive one share of common stock at vesting.

When do Katherine R. Danella’s new RSUs from RF vest and what are the conditions?

The 19,164 restricted stock units vest on April 1, 2029, subject to a service requirement. Vesting also depends on REGIONS FINANCIAL CORP meeting specified performance thresholds during the period from January 1, 2026 through December 31, 2028, making it a performance-based long-term incentive.

How many restricted stock units does Katherine R. Danella hold after this RF grant?

Following the 19,164-unit grant, Katherine R. Danella directly holds 82,314.3304 restricted stock units. This total includes the newly granted units as well as additional RSUs that arose from quarterly cash dividends being reinvested into restricted stock units over time.

Is the RF Form 4 transaction a stock purchase or sale by Katherine R. Danella?

The Form 4 does not show a stock purchase or sale in the market. It records a grant or award acquisition of 19,164 restricted stock units as part of compensation, at a reported price per unit of $0.0000, rather than a discretionary buy or sell transaction.

What performance period applies to Katherine R. Danella’s RF restricted stock units?

The number of shares ultimately delivered under the 19,164 restricted stock units depends on REGIONS FINANCIAL CORP meeting performance thresholds during January 1, 2026 through December 31, 2028. This multi-year window determines how much of the award will convert into common stock at vesting.

How are dividends treated for Katherine R. Danella’s RF restricted stock units?

The holding of 82,314.3304 restricted stock units includes amounts from quarterly cash dividends that were reinvested into additional RSUs. Instead of cash, these dividends increased her RSU balance, further tying compensation value to the company’s equity rather than immediate cash payouts.