Keenan David R. 4

4 · REGIONS FINANCIAL CORP · Filed Apr 7, 2026

AI-generated summary of this filing

Updated Apr 7, 2026

Regions Financial (RF) SEVP David Keenan Exercises Awards, Sells Shares

What Happened

David R. Keenan, Senior Executive Vice President (SEVP) of Regions Financial Corp. (RF), had equity awards vest/convert on April 3, 2026 and settled in shares. He acquired (via exercise/conversion and a grant) a total of shares from multiple award types (20,899; 3,003.932; and 13,584 share entries recorded).
Following settlement, 3,003.932 shares were disposed to the issuer for $26.47 per share (proceeds $79,514) and 15,294 shares were surrendered/withheld to satisfy tax withholding obligations at $26.47 per share (value $404,832). Several exercise/conversion entries show $0 exercise price, indicating settlement of awards rather than a cash option purchase.

Key Details

Transaction date: April 3, 2026; Filing date: April 7, 2026 (check timeliness — Form 4s are normally due within two business days).
Disposition to issuer: 3,003.932 shares sold at $26.47 = $79,514.
Tax withholding: 15,294 shares withheld at $26.47 = $404,832 (recorded as payment of tax liability).
Acquisitions recorded: 20,899 shares (exercise/conversion, $0 exercise price), 3,003.932 shares (exercise/conversion, $0), and 13,584 shares (grant/award, $0).
Relevant footnotes from the filing:
- F1: Vesting of restricted stock units (RSUs) granted April 3, 2023 that settle 1-for-1 in shares.
- F4: Performance share units (PSUs) vested and settled in shares at a conversion rate of 0.65 shares per PSU.
- Other footnotes (F2–F3, F5–F7) reference dividend reinvestment and RSU/PSU mechanics related to settlement/tax treatment.
Shares owned after the transaction: not specified in the provided excerpt; consult the full Form 4 for the insider’s post-transaction holdings.

Context

Transaction code M indicates exercise or conversion of derivative securities (here, PSUs/RSUs converting to common stock). Codes A and F reflect grant/award and tax withholding.
This was largely a vesting/settlement event (award conversion), not an open-market purchase; part of the settled shares were sold/withheld immediately to cover taxes and a cash settlement.
Such filings are routine for executives receiving performance-based and time-based equity compensation; sales to cover taxes do not necessarily reflect a change in sentiment about the company.

Form 4

Period: 2026-04-03

SEVP

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-04-03+20,899→ 111,814 total
Exercise/Conversion
Common Stock
[F2]
2026-04-03+3,003.932→ 114,817.932 total
Disposition to Issuer
Common Stock
[F3]
2026-04-03$26.47/sh−3,003.932$79,514→ 111,814 total
Award
Common Stock
[F4]
2026-04-03+13,584→ 125,398 total
Tax Payment
Common Stock
2026-04-03$26.47/sh−15,294$404,832→ 110,104 total
Exercise/Conversion
Restricted Stock Units
[F5][F1][F6]
2026-04-03−20,899→ 72,785.681 total
Exercise: $0.00→ Common Stock (20,899 underlying)
Exercise/Conversion
Restricted Stock Units
[F7][F2][F6]
2026-04-03−3,003.932→ 69,781.749 total
Exercise: $0.00→ Common Stock (3,003.932 underlying)

Footnotes (7)

[F1]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.
[F2]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.
[F3]Represents the disposition of cash dividends that were deemed reinvested in restricted stock units and settle in cash.
[F4]Performance share units vested and were settled in shares of common stock at a conversion rate of .65 shares of common stock for each performance share unit. The number of performance share units earned was based on the issuer meeting certain performance thresholds and goals during the period from January 1, 2023 through December 31, 2025.
[F5]Each restricted stock unit represents a contingent right to receive one share of common stock.
[F6]Includes quarterly cash dividends that were reinvested in restricted stock units.
[F7]Each restricted stock unit represents a contingent right to receive cash due to cash dividends that have been deemed reinvested in restricted stock units.

Signature

/s/ Elizabeth H. Townsend - Attorney-in-Fact|2026-04-07

1 file