Regions Financial (NYSE: RF) director settles 63,055 RSUs into stock

Rhea-AI Filing Summary

Regions Financial Corp director James T. Prokopanko exercised restricted stock units that vested and were settled into common shares. On May 6, 2026, 63,055 restricted stock units converted into 63,055 shares of common stock on a one-for-one basis in connection with his termination of service as a director. Following the settlement, he directly holds 81,786 shares of Regions Financial common stock, and the reported restricted stock unit balance is zero. The footnotes explain this was done under the company’s Directors' Deferred Restricted Stock Unit Plan, where each unit represented a contingent right to receive one common share.

Insider Trade Summary

63,055 shares exercised/converted

Mixed 2 txns

Insider PROKOPANKO JAMES T

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	63,055	$0.00	--
Exercise	Common Stock	63,055	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 81,786 shares (Direct, null)

Footnotes (1)

1. Restricted stock units vested and were settled in shares of common stock on a one-for-one basis on May 6, 2026 Each restricted stock unit represents a contingent right to receive one share of common stock. In accordance with the reporting person's irrevocable deferral election under the Regions Financial Corporation Directors' Deferred Restricted Stock Unit Plan, the reporting person's restricted stock units were settled in shares of common stock on May 6, 2026, the date of the reporting person's termination of service as a director.

Key Figures

RSUs exercised: 63,055 units Shares received: 63,055 shares Shares held after: 81,786 shares +2 more

5 metrics

RSUs exercised 63,055 units Restricted stock units vested and settled on May 6, 2026

Shares received 63,055 shares Common stock issued on a one-for-one basis for RSUs

Shares held after 81,786 shares Total Regions Financial common stock directly held post-transaction

RSU balance after 0 units Restricted stock units shown as remaining after settlement

Transactions coded M 2 entries One derivative RSU entry and one resulting common stock entry

Key Terms

Restricted Stock Units, contingent right, Directors' Deferred Restricted Stock Unit Plan, derivative exercise/conversion

4 terms

Restricted Stock Units financial

"Restricted stock units vested and were settled in shares 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"

Directors' Deferred Restricted Stock Unit Plan financial

"under the Regions Financial Corporation Directors' Deferred Restricted Stock Unit Plan"

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion"

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

X

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^*

PROKOPANKO JAMES T

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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
Common Stock	05/06/2026		M		63,055	A	$0(1)	81,786	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	05/06/2026		M			63,055	(3)	(3)	Common Stock	63,055	$0	0	D

Explanation of Responses:

1. Restricted stock units vested and were settled in shares of common stock on a one-for-one basis on May 6, 2026

2. Each restricted stock unit represents a contingent right to receive one share of common stock.

3. In accordance with the reporting person's irrevocable deferral election under the Regions Financial Corporation Directors' Deferred Restricted Stock Unit Plan, the reporting person's restricted stock units were settled in shares of common stock on May 6, 2026, the date of the reporting person's termination of service as a director.

Remarks:

	/s/ Elizabeth H. Townsend - Attorney-in-Fact	05/08/2026
	** 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 Regions Financial (RF) director James Prokopanko report on this Form 4?

He reported the vesting and settlement of 63,055 restricted stock units into common stock. These units converted on a one-for-one basis into 63,055 shares, reflecting compensation-related equity rather than an open-market stock purchase or sale.

How many Regions Financial (RF) shares does James Prokopanko hold after this transaction?

After the transaction, he directly holds 81,786 shares of Regions Financial common stock. This figure reflects his position following the conversion of 63,055 restricted stock units into shares on May 6, 2026, as disclosed in the Form 4.

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

No open-market buys or sells were reported. The filing shows a derivative exercise, where 63,055 restricted stock units vested and were settled into an equal number of common shares as part of the director’s equity compensation arrangement.

What are restricted stock units in the Regions Financial (RF) Form 4?

Restricted stock units are compensation awards that give a contingent right to receive shares. In this filing, each restricted stock unit represented the right to receive one Regions Financial common share once vesting and settlement conditions were met.

Why did the restricted stock units settle on May 6, 2026 for Regions Financial (RF)?

They settled on May 6, 2026 in line with James Prokopanko’s irrevocable deferral election under the Directors' Deferred Restricted Stock Unit Plan. The units converted into common shares on the date of his termination of service as a director.

Does James Prokopanko still hold any restricted stock units of Regions Financial (RF) after this filing?

No. The Form 4 shows that after 63,055 restricted stock units were converted into common shares, the reported restricted stock unit balance is zero, meaning this particular award has been fully settled and no remaining units from it are shown.