Charles D. Mccrary - Feb 8, 2022 Form 4 Insider Report for REGIONS FINANCIAL CORP (RF)

Signature
Lachelle S. Koon - Attorney-in-Fact
Stock symbol
RF
Transactions as of
Feb 8, 2022
Transactions value $
$0
Form type
4
Date filed
2/8/2022, 05:52 PM
Previous filing
Jan 19, 2022
Next filing
Apr 19, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RF Restricted Stock Units Award $0 +22.2K +81.85% $0.00 49.3K Feb 8, 2022 Common Stock 22.2K $0.00 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") is the economic equivalent of one share of Regions Financial Corporation common stock, with notional dividends to be periodically reinvested in additional RSUs.
F2 The grant includes: (a) 7,151 RSUs (which includes 773 RSUs in respect of accrued notional dividends) for service in 2019 (the "2019 Grant"), (b) 10,210 RSUs (which includes 668 RSUs in respect of accrued notional dividends) for service in 2020 (the "2020 Grant"), and (c) 4,846 RSUs (which includes 109 RSUs in respect of accrued notional dividends) for service in 2021 (the "2021 Grant").
F3 In the case of the 2019 Grant and the 2020 Grant, the RSUs are deemed fully vested. In the case of the 2021 Grant, the RSUs will vest at the 2022 Annual Meeting of Shareholders, subject to a service requirement and earlier vesting in certain situations. All vested RSUs will be settled in shares of common stock on the date determined in accordance with the reporting person's irrevocable deferral election under the Regions Financial Corporation Directors' Deferred Restricted Stock Unit Plan.
F4 Includes a total of 955.4174 RSUs in respect of accrued notional dividends acquired on January 4, 2021, April 1, 2021, July 1, 2021, October 1, 2021, and January 3, 2022, on RSUs outstanding prior to the February 8, 2022 grant pursuant to the dividend reinvestment feature of the Regions Financial Corporation Directors' Deferred Restricted Stock Unit Plan.

Remarks:

In accordance with the issuer's Director Compensation Program, the reporting person is entitled to receive an additional annual fee in the form of RSUs for his service as Non-Executive Chair of the Board, which was not paid in 2019, 2020, and 2021 due to administrative oversight. The RSUs (including accrued notional dividends) reported herein were granted to satisfy the amounts due to the reporting person.