Regions Financial SEVP reports routine RSU vesting, net share drop

Rhea-AI Filing Summary

On 29 Jul 2025, Regions Financial Corp. (RF) Senior EVP Charles D. Massey submitted a Form 4 detailing 1 Jul 2025 equity transactions tied to scheduled RSU vesting. A total of 20,034 common shares became unrestricted—17,516 from the final tranche of a 2022 RSU grant and 2,518.45 from dividend-credited RSUs—recorded at $0 cost under code M. To satisfy tax obligations, the company withheld 7,625 shares (code F) at $24.17, and 2,518.45 cash-settled shares were disposed of at the same price (code D). Net result is a 10,143-share decrease in Massey’s direct holdings, which now stand at 33,947 shares versus 44,090.45 prior to the event. Derivative exposure remains substantial with ~72,052 share-settled RSUs and ~89,568 cash-settled RSUs outstanding. All activity appears routine, reflecting vesting schedules rather than discretionary open-market buying or selling.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; insider’s direct stake shrinks by 10k shares due to tax & cash settlement—no discretionary sale signal.

The filing shows normal executive compensation mechanics. Massey converted 20,034 RSUs, boosting gross ownership, but immediate tax withholding and cash-settled disposals reduced his direct common stock by roughly 23%. Importantly, no open-market sale occurred; code F and dividend cash settlements are standard. Remaining derivative awards keep Massey heavily exposed to RF’s equity performance, aligning incentives. From a market-impact view, the transaction is non-material and should not meaningfully influence valuation or sentiment.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Massey Charles Dandridge

(Last) (First) (Middle)

P. O. BOX 10247

(Street)

BIRMINGHAM AL 35202-0247

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/01/2025		M(1)		17,516	A	$0.0000(1)	41,572	D
Common Stock	07/01/2025		M(2)		2,518.45	A	$0.0000(2)	44,090.45	D
Common Stock	07/01/2025		D(3)		2,518.45	D	$24.17	41,572	D
Common Stock	07/01/2025		F(4)		7,625	D	$24.17	33,947	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	(5)	07/01/2025		M(2)			2,518.45	(5)	(5)	Common Stock	2,518.45	$0.0000	89,567.5765(6)	D
Restricted Stock Units	(7)	07/01/2025		M(1)			17,516	(7)	(7)	Common Stock	17,516	$0.0000	72,051.5765(6)	D

Explanation of Responses:

1. Represents the vesting of restricted stock units granted on July 1, 2022 (third of three equal annual installments) 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 July 1, 2022 (third of three equal annual installments)) that were deemed reinvested in restricted stock units that settle in cash.

3. Represents the disposition of cash dividends that were deemed reinvested in restricted stock units and settle in cash.

4. 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.

5. Each restricted stock unit represents a contingent right to receive cash due to cash dividends that have been deemed reinvested in restricted stock units.

6. Includes quarterly cash dividends that have been deemed reinvested in restricted stock units and settle in cash.

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

Remarks:

sec16poa_massey.txt

	/s/ Elizabeth H. Townsend - Attorney-in-Fact	07/29/2025
	** 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.

FAQ

How many Regions Financial (RF) shares vested for SEVP Charles D. Massey on 1 Jul 2025?

A combined 20,034 shares (17,516 RSUs plus 2,518.45 dividend-credited RSUs) vested.

What was the net change in Massey’s direct RF share ownership after the Form 4 transactions?

Direct holdings fell by 10,143 shares to 33,947 shares following tax withholding and cash settlement.

Were any RF shares sold on the open market in this filing?

No. Dispositions were either tax-withheld (code F) or cash-settled dividend units (code D); there was no open-market sale.

At what price were the withheld and cash-settled shares valued?

Both the tax-withheld and cash-settled shares were valued at $24.17 per share.

What derivative equity awards does Massey still hold after the transactions?

He retains about 72,052 share-settled RSUs and 89,568 cash-settled RSUs.