Regions Financial (NYSE: RF) CEO granted 95,822 performance-based RSUs

Rhea-AI Filing Summary

Turner John M JR reported acquisition or exercise transactions in this Form 4 filing.

REGIONS FINANCIAL CORP reported a Form 4 showing Chairman, President and CEO John M. Turner Jr. received a grant of 95,822 Restricted Stock Units. Each unit represents a contingent right to receive one share of common stock.

The restricted stock units vest on April 1, 2029, subject to a service requirement and performance thresholds measured from January 1, 2026 through December 31, 2028. Following this award, Turner holds a total of 416,172.3856 restricted stock units, which includes quarterly cash dividends that were reinvested in additional units.

Insights

Equity compensation analyst

CEO receives performance-based RSU grant as part of long-term pay.

The filing shows John M. Turner Jr. was granted 95,822 Restricted Stock Units, each tied to one share of common stock. This is a compensation-related acquisition, not an open-market purchase, and reflects long-term incentive design.

The units vest on April 1, 2029, contingent on a service requirement and performance thresholds over January 1, 2026 through December 31, 2028. This structure links realized value to multi-year company performance. The total position of 416,172.3856 units after the grant underscores substantial equity-based alignment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Turner John M JR

Role Chairman, President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	95,822	$0.00	--

Holdings After Transaction: Restricted Stock Units — 416,172.386 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest on April 1, 2029, subject to a service requirement. The number of shares to be delivered upon vesting is contingent on the issuer meeting certain performance thresholds during the period from January 1, 2026 through December 31, 2028. Includes quarterly cash dividends that were reinvested in restricted stock units.

Key Figures

RSU grant size: 95,822 Restricted Stock Units Total RSUs after grant: 416,172.3856 Restricted Stock Units Vesting date: April 1, 2029 +1 more

4 metrics

RSU grant size 95,822 Restricted Stock Units Grant to CEO John M. Turner Jr. on April 1, 2026

Total RSUs after grant 416,172.3856 Restricted Stock Units CEO’s RSU holdings following the transaction

Vesting date April 1, 2029 Scheduled vesting date for the RSU grant

Performance measurement period January 1, 2026 – December 31, 2028 Period over which performance thresholds are assessed

Key Terms

Restricted Stock Units, service requirement, performance thresholds, quarterly cash dividends

4 terms

Restricted Stock Units financial

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

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.

service requirement financial

"The restricted stock units vest on April 1, 2029, subject to a service requirement"

performance thresholds financial

"contingent on the issuer meeting certain performance thresholds during the period"

quarterly cash dividends financial

"Includes quarterly cash dividends that were reinvested in restricted stock units"

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^*

Turner John M JR

(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
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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)
			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)	04/01/2026		A		95,822		(2)	(2)	Common Stock	95,822	$0	416,172.3856(3)	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 April 1, 2029, subject to a service requirement. The number of shares to be delivered upon vesting is contingent on the issuer meeting certain performance thresholds during the period from January 1, 2026 through December 31, 2028.

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

Remarks:

	/s/ Elizabeth H. Townsend - Attorney-in-Fact	04/03/2026
	** 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 RF CEO John M. Turner Jr. acquire in this Form 4 filing?

John M. Turner Jr. received a grant of 95,822 Restricted Stock Units, each representing a contingent right to one share of Regions Financial common stock. This is a compensation-related equity award rather than an open-market stock purchase or sale.

When do John M. Turner Jr.’s new RSUs at RF vest?

The newly granted 95,822 Restricted Stock Units vest on April 1, 2029. Vesting is subject to a service requirement and depends on Regions Financial meeting defined performance thresholds over the 2026–2028 measurement period.

What performance period applies to the RF CEO’s RSU grant?

The RSU grant’s performance period runs from January 1, 2026 through December 31, 2028. The number of shares ultimately delivered at vesting depends on Regions Financial achieving certain performance thresholds during this three-year timeframe.

How many Restricted Stock Units does the RF CEO hold after this transaction?

After the grant, John M. Turner Jr. holds 416,172.3856 Restricted Stock Units. This total includes the new 95,822-unit award and additional units accumulated as quarterly cash dividends were reinvested into restricted stock units over time.

Do the RF CEO’s RSUs receive dividends before vesting?

Yes. The total RSU balance includes units from quarterly cash dividends that were reinvested in additional Restricted Stock Units. This means dividend value on underlying shares is credited in the form of extra RSUs before vesting.