STOCK TITAN

Regions Financial (RF) SEVP Ritter reports stock vesting, grants and tax withholding

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

Rhea-AI Filing Summary

Regions Financial SEVP William D. Ritter reported several equity compensation transactions involving company stock. On April 3, 2026, restricted stock units vested and were converted into 12,191 and 1,752.2817 shares of common stock, reflecting previously granted awards and related dividend equivalents.

Ritter also received a separate grant of 7,924 shares of common stock as a compensation award. To cover tax obligations and related dividend equivalents, 8,090 shares were withheld and 1,752.2817 shares were returned to the issuer, both at a reference price of $26.47 per share, which are not open‑market sales.

After these transactions, Ritter directly holds 29,594 shares of Regions Financial common stock and indirectly holds 1,404.6557 shares through a 401(k) plan, indicating these movements are largely routine vesting, grants, and associated tax and dividend adjustments rather than discretionary market trades.

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Insider Ritter William D.
Role SEVP
Type Security Shares Price Value
Exercise Restricted Stock Units 12,191 $0.00 --
Exercise Restricted Stock Units 1,752.282 $0.00 --
Exercise Common Stock 12,191 $0.00 --
Exercise Common Stock 1,752.282 $0.00 --
Disposition Common Stock 1,752.282 $26.47 $46K
Grant/Award Common Stock 7,924 $0.00 --
Tax Withholding Common Stock 8,090 $26.47 $214K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 43,348.968 shares (Direct); Common Stock — 29,760 shares (Direct); Common Stock — 1,404.656 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.
RSU vesting into stock 12,191 shares Restricted stock units converted to common stock on April 3, 2026
Dividend-equivalent RSU vesting 1,752.2817 shares Cash-dividend RSUs deemed reinvested and settled on April 3, 2026
New stock grant 7,924 shares Common stock awarded as compensation on April 3, 2026
Tax-withholding shares 8,090 shares at $26.47 Shares withheld to satisfy tax liabilities on April 3, 2026
Dividend-equivalent disposition 1,752.2817 shares at $26.47 Shares returned to issuer tied to cash dividend equivalents
Direct holdings after transactions 29,594 shares Common stock directly owned by Ritter after April 3, 2026 events
Indirect 401(k) holdings 1,404.6557 shares Common stock held indirectly via 401(k) plan
Restricted Stock Units financial
"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."
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 at a conversion rate of .65 shares of common stock for each performance share unit."
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities."
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
"Common Stock, total_shares_following_transaction 1404.6557, 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.
cash dividends that were deemed reinvested financial
"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."
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*
Ritter William D.

(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)
04/03/2026
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
Common Stock04/03/2026M(1)12,191A$0(1)29,760D
Common Stock04/03/2026M(2)1,752.2817A$0(2)31,512.2817D
Common Stock04/03/2026D(3)1,752.2817D$26.4729,760D
Common Stock04/03/2026A(4)7,924A$0(4)37,684D
Common Stock04/03/2026F8,090D$26.4729,594D
Common Stock1,404.6557IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(5)04/03/2026M(1)12,191 (5) (5)Common Stock12,191$043,348.9682(6)D
Restricted Stock Units$0(7)04/03/2026M(2)1,752.2817 (7) (7)Common Stock1,752.2817$041,596.6865(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-Fact04/07/2026
** 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)

FAQ

What did RF executive William D. Ritter report in this Form 4 filing?

Ritter reported vesting and conversion of restricted stock units and performance share units into common stock, a new share grant, and related tax and dividend adjustments. These are primarily routine compensation events, not open-market purchases or sales, changing how his existing awards are held.

How many Regions Financial (RF) shares did Ritter acquire through vesting?

Ritter acquired 12,191 and 1,752.2817 shares of Regions Financial common stock through the vesting and conversion of restricted stock units and related dividend equivalents. These shares reflect previously granted awards that settled into stock on a one-for-one basis according to the plan terms.

Did Ritter receive a new stock award from Regions Financial (RF)?

Yes. Ritter received a grant of 7,924 shares of Regions Financial common stock coded as an award acquisition. This represents equity compensation rather than an open-market purchase and increases his directly held position once related tax withholding entries are taken into account.

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

No open-market sales were reported. Dispositions include 8,090 shares withheld to satisfy tax liabilities and 1,752.2817 shares returned to the issuer tied to dividend equivalents, both at $26.47 per share. These are mechanistic plan transactions, not discretionary market sales.

What are Ritter’s Regions Financial (RF) holdings after these transactions?

Following the reported transactions, Ritter directly holds 29,594 shares of Regions Financial common stock and indirectly holds 1,404.6557 shares through a 401(k) plan. This shows he maintains a substantial equity position after routine vesting, awards, and tax-withholding related share movements.

How do performance share units factor into this Regions Financial (RF) Form 4?

A footnote explains performance share units vested and were settled at 0.65 common shares per unit based on meeting performance goals from January 1, 2023 through December 31, 2025. These units converted into common stock, contributing to Ritter’s reported share acquisitions.