REGIONS FINANCIAL CORP·4

Apr 7, 6:03 PM ET

Massey Charles Dandridge 4

4 · REGIONS FINANCIAL CORP · Filed Apr 7, 2026

Research Summary

AI-generated summary of this filing

Updated

Regions Financial (RF) SEVP Massey Dandridge Exercises Awards, Sells Shares

What Happened Massey Charles Dandridge, Senior Executive Vice President of Regions Financial Corp (RF), had equity awards vest on April 3, 2026. Performance share units and restricted stock units were converted/settled into shares (including 20,899 shares from performance awards and 13,584 shares from RSUs). To satisfy tax withholding and cash-settlement obligations, 15,294 shares were withheld/disposed for taxes and 3,003.932 shares were disposed to the issuer for cash settlement at $26.47 per share — raising approximately $404,832 and $79,514, respectively (total ≈ $484,346).

Key Details

  • Transaction date: April 3, 2026; Form 4 filed April 7, 2026 (timely).
  • Disposition price: $26.47 per share for the share transfers to the issuer.
  • Shares involved: conversion/acquisition entries of 20,899 and 3,003.932 shares (derivative conversions) plus 13,584 RSUs granted/vested; 15,294 shares were withheld/disposed for taxes and 3,003.932 shares were disposed for cash settlement.
  • Total cash received/withheld: ~ $484,346 (15,294 shares × $26.47 = $404,832; 3,003.932 × $26.47 = $79,514).
  • Footnotes: F1–F7 indicate these were vested RSUs/PSUs (F1, F4, F5), dividend-related cash settlements/reinvestments (F2, F3, F6, F7), and conversion of performance units at a 0.65 share-per-PSU rate (F4).
  • Shares owned after the transaction: not disclosed in the provided excerpt.

Context This was primarily award vesting and related tax/cash settlements rather than an open-market directional trade. The "M" codes denote exercise/conversion of derivative awards (PSUs/RSUs converting to common shares); the "F" dispositions reflect shares surrendered to cover tax withholding. Such transactions are routine for executives when awards vest and do not by themselves signal a change in outlook on the company.

Insider Transaction Report

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

    Common Stock

    [F1]
    2026-04-03+20,89955,911.755 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-04-03+3,003.93258,915.687 total
  • Disposition to Issuer

    Common Stock

    [F3]
    2026-04-03$26.47/sh3,003.932$79,51455,911.755 total
  • Award

    Common Stock

    [F4]
    2026-04-03+13,58469,495.755 total
  • Tax Payment

    Common Stock

    2026-04-03$26.47/sh15,294$404,83254,201.755 total
  • Exercise/Conversion

    Restricted Stock Units

    [F5][F1][F6]
    2026-04-0320,89974,614.728 total
    Exercise: $0.00Common Stock (20,899 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F7][F2][F6]
    2026-04-033,003.93271,610.796 total
    Exercise: $0.00Common 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

Documents

1 file
  • 4
    wk-form4_1775599402.xmlPrimary

    FORM 4