REGIONS FINANCIAL CORPRF
REGIONS FINANCIAL CORP Stock Compensation Disclosure
Regions administers long-term incentive compensation plans that permit the granting of incentive awards in the form of restricted stock awards, performance awards, stock options and stock appreciation rights. No stock options were outstanding during 2025, 2024 or 2023. While Regions has the ability to issue stock appreciation rights, none have been issued to date. The terms of all awards issued under these plans are determined by the CHR Committee of the Board; however, no awards may be granted after the tenth anniversary from the date the plans were initially approved by shareholders. Incentive awards usually vest based on employee service, generally within three years from the date of the grant.
On April 16, 2025, the shareholders of the Company approved the Regions Financial Corporation 2025 LTIP, which permits the Company to grant to employees and directors various forms of incentive compensation. These forms of incentive compensation are similar to the types of compensation approved in prior plans. The 2025 LTIP authorizes 38 million common share equivalents available for grant, where grants of options and grants of full value awards (e.g., shares of restricted stock, restricted stock units and performance stock units) count as one share equivalent. Unless otherwise determined by the CHR Committee of the Board, grants of restricted stock, restricted stock units, and performance stock units accrue dividends, or their notional equivalent, as they are declared by the Board, and are paid upon vesting of the award. Upon adoption of the 2025 LTIP, Regions closed the prior LTIP to new grants, and, accordingly, prospective grants must be made under the 2025 LTIP or a successor plan. All existing grants under prior LTIPs are unaffected by adoption of the 2025 LTIP. The number of remaining share equivalents available for future issuance under the 2025 LTIP was approximately 35 million at December 31, 2025.
Grantees of restricted stock awards or units must either remain employed with the Company for certain periods of time from the date of grant in order for shares to be released or issued or retire after meeting the standards of a retiree, at which time shares would be issued and released. Grants of performance-based restricted stock typically have a three-year performance period, and shares vest within three years after the grant date. Regions issues new shares from authorized reserves upon exercise.
The following table summarizes the elements of compensation cost recognized in the consolidated statements of income for the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| (In millions) | |||||||||||||||||
Compensation cost of restricted and performance stock awards | $ | 69 | $ | 73 | $ | 61 | |||||||||||
| Tax benefits related to share-based compensation cost | (17) | (18) | (16) | ||||||||||||||
| Compensation cost of share-based compensation awards, net of tax | $ | 52 | $ | 55 | $ | 45 | |||||||||||
During 2025, 2024 and 2023, Regions made restricted stock grants that vest based upon satisfaction of service conditions and restricted stock award and performance stock award grants that vest based upon satisfaction of both service conditions and performance conditions. Incremental shares earned above the performance target associated with previous performance stock awards are included when and if performance targets are achieved. Dividend payments during the vesting period are deferred to the end of the vesting term. The fair value of these restricted shares, restricted stock units and performance stock units was estimated based upon the fair value of the underlying shares on the date of the grant. The valuation was not adjusted for the deferral of dividends.
Activity related to restricted and performance stock awards for 2025, 2024 and 2023 is summarized as follows:
| Number of Shares/Units | Weighted-Average Grant Date Fair Value | ||||||||||
| Non-vested at December 31, 2022 | 10,163,763 | $ | 15.23 | ||||||||
| Granted | 3,943,474 | 17.54 | |||||||||
| Vested | (5,844,477) | 10.25 | |||||||||
| Forfeited | (262,719) | 18.08 | |||||||||
| Non-vested at December 31, 2023 | 8,000,041 | $ | 19.90 | ||||||||
| Granted | 3,768,326 | 20.49 | |||||||||
| Vested | (4,253,297) | 20.50 | |||||||||
| Forfeited | (315,234) | 21.76 | |||||||||
| Non-vested at December 31, 2024 | 7,199,836 | $ | 19.86 | ||||||||
| Granted | 3,525,088 | 21.66 | |||||||||
| Vested | (3,314,049) | 20.41 | |||||||||
| Forfeited | (268,897) | 20.59 | |||||||||
| Non-vested at December 31, 2025 | 7,141,978 | $ | 20.46 | ||||||||
As of December 31, 2025, the pre-tax amount of non-vested restricted stock, restricted stock units and performance stock units not yet recognized was $68 million, which will be recognized over a weighted-average period of 1.67 years. The total fair value of shares vested during the years ended December 31, 2025, 2024, and 2023, was $72 million, $87 million, and $109 million, respectively. No share-based compensation costs were capitalized during the years ended December 31, 2025, 2024, or 2023.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2015 | Feb 16, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.