Keenan David R. 4

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.