REGIONS FINANCIAL CORP·4

Apr 7, 6:03 PM ET

Danella Katherine R 4

4 · REGIONS FINANCIAL CORP · Filed Apr 7, 2026

Research Summary

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Regions Financial (RF) SEVP Danella R Receives RSUs, Withholds Shares

What Happened
Danella Katherine R, Senior Executive Vice President of Regions Financial Corp (RF), had equity awards vest/convert on April 3, 2026 and received a total of 31,239.301 shares through award settlement and derivative conversion. To satisfy tax withholding and related obligations, 15,248.301 of those shares were disposed to the issuer (12,745 shares for tax payment at $26.47/share = $337,360; 2,503.301 shares disposition at $26.47/share = $66,262), totaling about $403,622. After withholdings, she retained approximately 15,991 shares. These transactions were vesting/settlement events (codes A and M) with share-withholdings for taxes (codes F and D), not open-market purchases or discretionary sales.

Key Details

  • Transaction date: April 3, 2026; Form 4 filed April 7, 2026.
  • Shares acquired on vesting/conversion: 17,416 (derivative conversion), 2,503.301 (derivative conversion), and 11,320 (award) — total 31,239.301 shares.
  • Shares surrendered/withheld: 12,745 shares (tax withholding) + 2,503.301 shares (disposition to issuer) = 15,248.301 shares at $26.47/share; total proceeds/withholding value ≈ $403,622.
  • Net shares retained from the event: ~15,991 shares (31,239.301 acquired − 15,248.301 withheld).
  • Relevant footnotes: F1 (RSUs granted 4/3/2023 settled 1-for-1), F4 (performance share units settled at 0.65 conversion rate for PSUs earned 2023–2025), plus notes on dividend-reinvested RSUs/cash (F2–F3, F6–F7).
  • Transaction codes explained: M = exercise/conversion of derivative (conversion of PSUs/other units), A = award/grant settlement, F/D = shares surrendered to pay tax liabilities or settled in cash.

Context
This was primarily a routine vesting/settlement of restricted stock units and performance-based units with a portion of the shares used to satisfy tax obligations (a common practice). It is not an open-market sale that signals a deliberate decision to cash out by the insider; purchasers are generally more informative about insider bullishness than routine withholdings. The PSU settlement used a 0.65 conversion ratio per footnote, meaning the reported share counts reflect that conversion.

Insider Transaction Report

Form 4
Period: 2026-04-03
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-04-03+17,41695,308 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-04-03+2,503.30197,811.301 total
  • Disposition to Issuer

    Common Stock

    [F3]
    2026-04-03$26.47/sh2,503.301$66,26295,308 total
  • Award

    Common Stock

    [F4]
    2026-04-03+11,320106,628 total
  • Tax Payment

    Common Stock

    2026-04-03$26.47/sh12,745$337,36093,883 total
  • Exercise/Conversion

    Restricted Stock Units

    [F5][F1][F6]
    2026-04-0317,41664,898.33 total
    Exercise: $0.00Common Stock (17,416 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F7][F2][F6]
    2026-04-032,503.30162,395.03 total
    Exercise: $0.00Common Stock (2,503.301 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

Documents

1 file
  • 4
    wk-form4_1775599388.xmlPrimary

    FORM 4