Chadha Anil D 4

What Happened

• Anil D. Chadha, Chief Financial Officer of Regions Financial Corp (RF), had 5,542 restricted stock units (RSUs) convert to common shares on April 1, 2026 (no exercise price). The company withheld 2,458 of those shares to cover tax withholding, valued at $26.34 per share for a withholding total of $64,744. The filing also reports a grant of 15,970 performance‑based RSUs (derivative award) that will vest in the future if performance and service conditions are met.

Key Details

• Transaction date(s): April 1, 2026; Form 4 filed April 3, 2026 (appears to be timely).
• Vesting / conversion: 5,542 RSUs converted to shares (code M) at $0.00 exercise price (RSUs do not require cash exercise).
• Tax withholding: 2,458 shares withheld (code F) at $26.34/share; total withheld ≈ $64,744.
• New award: 15,970 performance‑based RSUs granted (code A). These RSUs vest subject to performance/service and settle 1-for-1 in shares if earned.
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes: Vesting relates to a three‑year RSU grant (April 1, 2024 second installment); each RSU equals one share; performance RSUs vest on April 1, 2029 subject to performance over 2026–2028; dividends were reinvested into RSUs.
• Transaction codes: M = conversion/exercise of derivative (RSU → share), F = shares withheld for tax withholding, A = grant/award.

Context

• This activity is routine vesting and tax withholding on RSUs, not an open‑market sale or purchase. The withheld shares were used solely to satisfy tax obligations (a common, administrative action), while the larger newly granted 15,970 RSUs are performance‑contingent and do not represent immediate sale or purchase.