Regions Financial (RF) SEVP RSUs vest; shares withheld to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Regions Financial Corp executive Angela R. Santone reported routine equity compensation activity involving restricted stock units and related tax withholding. She exercised restricted stock units that converted into 28,411 shares of common stock on a 1-for-1 basis, reflecting the first of three equal annual installments from an award granted on July 1, 2025.

To cover tax obligations on this vesting, 10,286 common shares were withheld by the company at a value of $30.80 per share, a non-market, tax-withholding disposition rather than an open-market sale. After these transactions, she directly held 18,125 shares of common stock and 72,157.3134 restricted stock units, which continue to represent a contingent right to receive common shares and include units from reinvested cash dividends.

Insider Trade Summary

28,411 shares exercised/converted

Mixed 3 txns

Insider Santone Angela R.

Role SEVP

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	28,411	$0.00	--
Exercise	Common Stock	28,411	$0.00	--
Tax Withholding	Common Stock	10,286	$30.80	$317K

Holdings After Transaction: Restricted Stock Units — 72,157.313 shares (Direct, null); Common Stock — 28,411 shares (Direct, null)

Footnotes (1)

Represents the vesting of restricted stock units granted on July 1, 2025 (first of three equal annual installments) that settle in shares of common stock on a 1-for-1 basis Represents shares withheld by the Company for tax withholding on restricted stock units that settle in shares of common stock on a 1-for-1 basis. 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.

Key Figures

RSUs converted: 28,411 shares Tax withholding shares: 10,286 shares Withholding value per share: $30.80 per share +2 more

5 metrics

RSUs converted 28,411 shares Restricted stock units settled into common stock on 1-for-1 basis

Tax withholding shares 10,286 shares Shares withheld by company to cover tax obligations

Withholding value per share $30.80 per share Value used for tax-withholding disposition

Common stock held after 18,125 shares Direct common stock ownership after transactions

RSUs outstanding after 72,157.3134 units Restricted stock units remaining after conversion event

Key Terms

Restricted Stock Units, tax withholding, derivative exercise/conversion, contingent right

4 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units""

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.

tax withholding financial

"Represents shares withheld by the Company for tax withholding"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

contingent right financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:03 PM Accepted by SEC EDGAR 07/02/2026 - 04:03 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^*

Santone Angela R.

(Last)

(First)

(Middle)

1900 5TH AVENUE NORTH

(Street)

BIRMINGHAM

ALABAMA

35203

(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)
07/01/2026

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)
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	07/01/2026		M⁽¹⁾		28,411	A	$0⁽¹⁾	28,411	D
Common Stock	07/01/2026		F⁽²⁾		10,286	D	$30.8	18,125	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	⁽³⁾	07/01/2026		M⁽¹⁾			28,411	⁽³⁾	⁽³⁾	Common Stock	28,411	$0	72,157.3134⁽⁴⁾	D

Explanation of Responses:

1. Represents the vesting of restricted stock units granted on July 1, 2025 (first of three equal annual installments) that settle in shares of common stock on a 1-for-1 basis

2. Represents shares withheld by the Company for tax withholding on restricted stock units that settle in shares of common stock on a 1-for-1 basis.

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

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

Remarks:

POA attached

	/s/ Elizabeth H. Townsend - Attorney-in-Fact	07/02/2026
	** 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 insider transactions did Angela R. Santone report for Regions Financial (RF)?

Angela R. Santone reported restricted stock unit vesting and related tax withholding, not open-market trades. RSUs converted into 28,411 common shares, and 10,286 shares were withheld by Regions Financial Corp to satisfy tax obligations tied to the vesting event.

Did the Regions Financial (RF) SEVP buy or sell shares on the open market?

No, the reported transactions were compensation-related and for tax withholding, not open-market buying or selling. Restricted stock units vested into 28,411 common shares, and 10,286 shares were withheld by the company solely to cover associated tax liabilities.

How many Regions Financial (RF) shares does Angela R. Santone hold after these transactions?

After the reported transactions, Angela R. Santone directly holds 18,125 shares of common stock. In addition, she holds 72,157.3134 restricted stock units, each representing a contingent right to receive one share of Regions Financial common stock in the future.

What was the size of the tax withholding disposition for Regions Financial (RF) shares?

The company withheld 10,286 common shares to cover tax obligations on the RSU vesting. These shares were valued at $30.80 per share for tax purposes, reflecting a non-market, mechanistic disposition tied directly to the equity compensation event.

What do the restricted stock units for Regions Financial (RF) represent in this filing?

Each restricted stock unit represents a contingent right to receive one share of Regions Financial common stock. The reported RSU balance of 72,157.3134 units also includes quarterly cash dividends that were reinvested into additional restricted stock units over time.

Which RSU grant vested in the latest Regions Financial (RF) Form 4 for Angela R. Santone?

The vesting relates to RSUs granted on July 1, 2025, vesting in three equal annual installments. The current transaction reflects the first of these three installments, which settled into 28,411 shares of Regions Financial common stock on a 1-for-1 basis.