Performance-based RSU grant to Regions Financial (NYSE: RF) senior executive

Rhea-AI Filing Summary

Ritter William D. reported acquisition or exercise transactions in this Form 4 filing.

Regions Financial Corp executive William D. Ritter reported a grant of 12,776 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of common stock. The award is compensation, not an open-market stock purchase or sale.

The RSUs vest on April 1, 2029, subject to a service requirement and performance thresholds measured over January 1, 2026 through December 31, 2028. After this grant, Ritter holds a total of 55,539.9682 RSUs, including amounts from quarterly cash dividends reinvested into additional restricted stock units.

Insights

Equity compensation analyst

Routine performance-based RSU grant increases an executive’s long-term equity exposure.

Senior executive William D. Ritter received 12,776 restricted stock units as a compensation award. This is a non-cash grant that converts into common shares only if service and performance conditions are met, so it does not reflect an open-market buy or sell decision.

The RSUs vest on April 1, 2029, contingent on performance over the period from January 1, 2026 through December 31, 2028. Following the award, Ritter holds 55,539.9682 RSUs, including units from reinvested dividends. Overall, this appears to be a standard long-term incentive grant with neutral implications.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ritter William D.

Role SEVP

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	12,776	$0.00	--

Holdings After Transaction: Restricted Stock Units — 55,539.968 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

RSUs granted: 12,776 units Total RSUs after grant: 55,539.9682 units Vesting date: April 1, 2029 +1 more

4 metrics

RSUs granted 12,776 units Restricted stock unit award on April 1, 2026

Total RSUs after grant 55,539.9682 units Holdings following reported transaction

Vesting date April 1, 2029 RSUs vest subject to service requirement

Performance period Jan 1, 2026 – Dec 31, 2028 Determines shares delivered upon RSU vesting

Key Terms

Restricted Stock Units, contingent right, performance thresholds, reinvested in restricted stock units

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."

performance thresholds financial

"The number of shares to be delivered upon vesting is contingent on the issuer meeting certain performance thresholds during the period"

reinvested in restricted stock units 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^*

Ritter William D.

(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)

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

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		12,776		(2)	(2)	Common Stock	12,776	$0	55,539.9682(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:

Ex-24 Power of Attorney attached.

	/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 William D. Ritter report in his Form 4 for Regions Financial (RF)?

William D. Ritter reported receiving 12,776 restricted stock units as an equity compensation award. Each unit represents a contingent right to one share of Regions Financial common stock, subject to vesting and performance conditions described in the filing’s footnotes.

When do William D. Ritter’s new RSUs at Regions Financial vest?

The newly granted restricted stock units vest on April 1, 2029. Vesting requires Ritter to meet a service requirement, and the actual shares delivered depend on Regions Financial’s performance over the 2026–2028 measurement period.

What performance period applies to the new RSUs granted to the Regions Financial executive?

The RSUs are tied to performance thresholds measured from January 1, 2026 through December 31, 2028. The number of shares ultimately delivered at vesting will depend on whether Regions Financial meets those specified performance thresholds over that three-year period.

How many restricted stock units does William D. Ritter hold after this Form 4 transaction?

After the 12,776-unit award, William D. Ritter holds a total of 55,539.9682 restricted stock units. This total includes prior RSU grants as well as quarterly cash dividends that have been reinvested into additional restricted stock units over time.

Is the Form 4 transaction for Regions Financial (RF) a stock purchase or sale?

The transaction reflects a grant of restricted stock units as compensation, not a market purchase or sale of shares. The units represent a contingent right to receive common stock in the future if service and performance conditions are satisfied.

How are dividends treated on William D. Ritter’s Regions Financial RSUs?

According to the footnotes, quarterly cash dividends associated with the RSUs are reinvested into additional restricted stock units. Those reinvested dividend units are included in the total 55,539.9682 RSUs reported following the latest grant.