CFO of Regions (NYSE: RF) nets new shares from RSU vesting

Rhea-AI Filing Summary

Regions Financial Corp Chief Financial Officer Anil D. Chadha reported routine equity compensation activity tied to previously granted restricted stock units that vest into common stock on a 1-for-1 basis. On April 3, 2026, restricted stock units granted on April 3, 2023 vested and converted into shares of common stock.

Following these vestings and related adjustments, 500.6314 common shares were disposed of to the issuer at $26.47 per share, and 1,545 common shares were delivered at $26.47 per share to satisfy tax obligations. After these transactions, Chadha directly holds 11,608.0181 common shares and indirectly holds 1,340.0714 common shares through a 401(k) plan.

Insights

Equity Compensation Analyst

Routine RSU vesting with tax withholding; no open-market trading.

Regions Financial Corp CFO Anil D. Chadha recorded vesting of previously granted restricted stock units that settled into 3,483 and 500.6314 common shares. These awards stem from an April 3, 2023 grant and represent standard long-term incentive compensation.

The filing shows 3,983.6314 shares from derivative exercises, with 1,545 shares delivered to cover tax liabilities and 500.6314 returned to the issuer at $26.47 per share. These dispositions are mechanistic, not market sales, so they carry limited signaling value about the executive’s outlook.

After the transactions, Chadha holds 11,608.0181 common shares directly and 1,340.0714 shares indirectly via a 401(k). With no remaining derivative positions listed and no Rule 10b5-1 language in the excerpt, this appears to be a straightforward compensation and tax-settlement event rather than a discretionary trading decision.

Insider Trade Summary

3,983.631 shares exercised/converted

Mixed 7 txns

Insider Chadha Anil D

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,483	$0.00	--
Exercise	Restricted Stock Units	500.631	$0.00	--
Exercise	Common Stock	3,483	$0.00	--
Exercise	Common Stock	500.631	$0.00	--
Disposition	Common Stock	500.631	$26.47	$13K
Tax Withholding	Common Stock	1,545	$26.47	$41K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 28,208.834 shares (Direct); Common Stock — 13,153.018 shares (Direct); Common Stock — 1,340.071 shares (Indirect, By 401(k))

Footnotes (1)

1. Represents the vesting of restricted stock units granted on April 3, 2023 that settle in shares of common stock on a 1-for-1 basis. Represents the vesting of cash dividends on restricted stock units granted on April 3, 2023 that were deemed reinvested in restricted stock units and settle in cash. Represents the disposition of cash dividends that were deemed reinvested in restricted stock units and settle in cash. 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. Each restricted stock unit represents a contingent right to receive cash due to cash dividends that have been deemed reinvested in restricted stock units.

Key Figures

RSU-derived shares: 3,983.6314 shares Issuer disposition: 500.6314 shares at $26.47 Tax-withholding shares: 1,545 shares at $26.47 +3 more

6 metrics

RSU-derived shares 3,983.6314 shares Underlying common shares from derivative exercises on April 3, 2026

Issuer disposition 500.6314 shares at $26.47 Common shares returned to issuer on April 3, 2026

Tax-withholding shares 1,545 shares at $26.47 Shares delivered to satisfy tax liability on April 3, 2026

Direct holdings post-transaction 11,608.0181 shares Common stock directly owned after April 3, 2026 transactions

Indirect 401(k) holdings 1,340.0714 shares Common stock indirectly held by 401(k) after transactions

Exercise price on RSUs $0.00 per unit Restricted stock units converting to common stock on 1-for-1 basis

Key Terms

Restricted Stock Units, tax-withholding disposition, Disposition to issuer, 401(k), +1 more

5 terms

Restricted Stock Units financial

"Represents the vesting of restricted stock units granted on April 3, 2023 that settle in shares 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.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 1,545.0000 common shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer" for 500.6314 common shares"

401(k) financial

"nature_of_ownership: "By 401(k)" for indirect common stock holdings"

A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.

cash dividends that were reinvested financial

"Represents the vesting of cash dividends on restricted stock units ... deemed 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^*

Chadha Anil D

(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)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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
Common Stock	04/03/2026		M(1)		3,483	A	$0(1)	13,153.0181	D
Common Stock	04/03/2026		M(2)		500.6314	A	$0(2)	13,653.6495	D
Common Stock	04/03/2026		D(3)		500.6314	D	$26.47	13,153.0181	D
Common Stock	04/03/2026		F		1,545	D	$26.47	11,608.0181	D
Common Stock								1,340.0714	I	By 401(k)

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	$0(4)	04/03/2026		M(1)			3,483	(4)	(4)	Common Stock	3,483	$0	28,208.8337(5)	D
Restricted Stock Units	$0(6)	04/03/2026		M(2)			500.6314	(6)	(6)	Common Stock	500.6314	$0	27,708.2023(5)	D

Explanation of Responses:

1. Represents the vesting of restricted stock units granted on April 3, 2023 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 April 3, 2023 that were deemed reinvested in restricted stock units and settle in cash.

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

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

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

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

Remarks:

	/s/ Elizabeth H. Townsend - Attorney-in-Fact	04/07/2026
	** 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 insider transaction did RF CFO Anil D. Chadha report on this Form 4?

Anil D. Chadha reported vesting of restricted stock units that converted into common shares of Regions Financial Corp. The activity reflects long-term incentive awards granted on April 3, 2023, settling into stock and associated cash-dividend-related units, rather than open-market buying or selling.

How many Regions Financial (RF) shares were acquired through RSU vesting?

The filing shows derivative exercises totaling 3,983.6314 underlying common shares from restricted stock units. These include 3,483 shares from the original award and an additional 500.6314 shares tied to vested dividend equivalents, all settling on a one-for-one basis into common stock as described.

Were any Regions Financial (RF) shares sold on the open market by the CFO?

No open-market sales are shown. The filing reports 500.6314 shares disposed of to the issuer at $26.47 per share and 1,545 shares delivered at $26.47 per share to satisfy tax obligations, both non-market, mechanistic transactions tied to the RSU vesting event.

What are Anil D. Chadha’s Regions Financial (RF) holdings after these transactions?

After the reported activity, Chadha directly holds 11,608.0181 common shares of Regions Financial Corp. He also indirectly holds 1,340.0714 common shares through a 401(k) plan account, according to the holding entry classified as indirect ownership by 401(k) in the Form 4 data.

How were taxes handled on the RF CFO’s restricted stock unit vesting?

To cover tax obligations on the vesting, 1,545 common shares were delivered at $26.47 per share in a tax-withholding disposition coded “F.” This method pays required taxes using shares rather than cash, a common practice for equity compensation events at public companies.

Do the RF restricted stock units include reinvested cash dividends?

Yes. Footnotes state that quarterly cash dividends on restricted stock units were deemed reinvested into additional restricted stock units. Some of these units settle in common stock, while others represent contingent rights to receive cash equal to reinvested dividends tied to the original RSU awards.