Regions Financial (RF) director awarded 5,404 restricted stock units as equity grant

Rhea-AI Filing Summary

RHODES WILLIAM C III reported acquisition or exercise transactions in this Form 4 filing.

REGIONS FINANCIAL CORP director William C. Rhodes III received a grant of restricted stock units. On the reported date, he was awarded 5,404 restricted stock units, each representing a contingent right to receive one share of common stock. Following the grant, he holds 5,404 restricted stock units directly. The units vest on the date of the 2027 Annual Meeting of Shareholders, subject to a service requirement, meaning he must remain in service through that date to receive the underlying shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RHODES WILLIAM C III

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	5,404	$0.00	--

Holdings After Transaction: Restricted Stock Units — 5,404 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest on the date of the 2027 Annual Meeting of Shareholders, subject to a service requirement.

Key Figures

RSUs granted: 5,404 units Grant price per unit: $0.0000 RSUs held after grant: 5,404 units +1 more

4 metrics

RSUs granted 5,404 units Restricted stock unit award to director

Grant price per unit $0.0000 Reported transaction price per restricted stock unit

RSUs held after grant 5,404 units Total restricted stock units following transaction

Underlying common shares 5,404 shares Common stock underlying the restricted stock units

Key Terms

Restricted Stock Units, contingent right, Annual Meeting of Shareholders, service requirement

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.

contingent right financial

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

Annual Meeting of Shareholders financial

"The restricted stock units vest on the date of the 2027 Annual Meeting of Shareholders, subject to a service requirement."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

service requirement financial

"The restricted stock units vest on the date of the 2027 Annual Meeting of Shareholders, subject to a service requirement."

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^*

RHODES WILLIAM C III

(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)
05/11/2026

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)	05/11/2026		A		5,404		(2)	(2)	Common Stock	5,404	$0	5,404	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 the date of the 2027 Annual Meeting of Shareholders, subject to a service requirement.

Remarks:

	/s/ Elizabeth H. Townsend - Attorney-in-Fact	05/13/2026
	** 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 CORP director William C. Rhodes III report on this Form 4 for RF?

Director William C. Rhodes III reported receiving 5,404 restricted stock units. These units are compensation-related awards that convert into common stock upon vesting, increasing his equity-based interest in Regions Financial Corp contingent on meeting the vesting conditions.

How many restricted stock units did William C. Rhodes III receive from REGIONS FINANCIAL CORP?

He received 5,404 restricted stock units. Each unit represents a contingent right to receive one share of Regions Financial Corp common stock, providing potential future ownership if the vesting conditions tied to continued service are satisfied.

When do the restricted stock units granted to William C. Rhodes III vest at REGIONS FINANCIAL CORP (RF)?

The restricted stock units vest on the date of the 2027 Annual Meeting of Shareholders. Vesting is subject to a service requirement, so the director must remain in service through that meeting date for the units to convert into common stock.

What does each restricted stock unit granted by REGIONS FINANCIAL CORP represent?

Each restricted stock unit represents a contingent right to receive one share of common stock. This means the holder does not own the share immediately, but gains it if the specified vesting conditions are fully met.

How many restricted stock units does William C. Rhodes III hold in REGIONS FINANCIAL CORP after this transaction?

After the transaction, he holds 5,404 restricted stock units directly. This figure reflects his position in these equity-based awards following the reported grant, aligning the number of units granted with his total restricted stock unit holdings.

Was the Form 4 transaction for REGIONS FINANCIAL CORP a market buy or sell of RF shares?

The transaction was not a market buy or sell but a grant of restricted stock units. It is classified as a grant, award, or other acquisition of derivative securities provided as compensation rather than an open-market trade in common shares.