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Truist Financial (NYSE: TFC) CEO trust sale and updated holdings

(Very High)
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Form Type
4

Rhea-AI Filing Summary

Truist Financial Corp Chairman & CEO William H. Rogers Jr. reported that a grantor retained annuity trust associated with him sold 13,250 shares of Truist common stock on July 20, 2026 at $52.363 per share in connection with the trust’s pre-established termination. On July 21, 2026 the trust made a final annuity payment of 72,320 shares to him, changing those shares from indirect to direct beneficial ownership. After these changes, he reports 1,040,536.834 common shares held directly, plus 13,807.398 shares held indirectly through a 401(k) plan and 185,000 shares held indirectly by a separate trust, as well as phantom stock units and restricted stock units tied to additional Truist common shares.

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Insider ROGERS WILLIAM H JR
Role Chairman & CEO
Sold 13,250 shs ($694K)
Type Security Shares Price Value
Sale Common Stock F1 13,250 $52.363 $694K
holding Phantom Stock Unit F3, F2 -- -- --
holding Restricted Stock Units F4 -- -- --
holding Restricted Stock Units F5 -- -- --
holding Common Stock F1 -- -- --
holding Common Stock F2 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 0 shares (Indirect, By 2023 GRAT); Phantom Stock Unit — 3,412.232 shares (Direct); Restricted Stock Units — 161,774 shares (Direct); Common Stock — 1,040,536.834 shares (Direct); Common Stock — 13,807.398 shares (Indirect, By 401(k)); Common Stock — 185,000 shares (Indirect, By Trust)
Footnotes (5)
  1. F1. On July 20, 2026, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children sold 13,250 shares of Truist common stock in connection with the pre-established termination of the GRAT on July 21, 2026. On July 21, 2026, the GRAT also made a final annuity payment to the reporting person consisting of 72,320 shares of Truist common stock, and this Form 4 reflects the change in the form of the reporting person's beneficial ownership of those shares from indirect to direct beneficial ownership.
  2. F2. Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
  3. F3. Represents phantom stock units under the Truist Financial Corporation Non-Qualified Defined Contribution Plan.
  4. F4. On February 24, 2025, the reporting person was granted 84,913 restricted stock units, vesting in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029. Each restricted stock unit represents a right to receive one share of TFC common stock.
  5. F5. On February 23, 2026, the reporting person was granted 76,861 restricted stock units, vesting in three equal installments on March 15, 2028, March 15, 2029, and March 15, 2030. Each restricted stock unit represents a right to receive one share of TFC common stock.
Common shares sold 13,250 shares Common Stock sold indirectly by 2023 GRAT on July 20, 2026
Sale price $52.363 per share Price for 13,250 Truist common shares sold by the GRAT
Direct common shares held 1,040,536.834 shares Direct Truist common stock beneficially owned after July 21, 2026
401(k) indirect shares 13,807.398 shares Common stock held indirectly through a 401(k) plan
Trust indirect shares 185,000 shares Common stock held indirectly by a separate trust
Phantom stock units 3,412.232 units Phantom stock units under the Non-Qualified Defined Contribution Plan
RSUs Feb 24, 2025 grant 84,913 units Restricted stock units vesting in three installments starting March 15, 2027
RSUs Feb 23, 2026 grant 76,861 units Restricted stock units vesting in three installments starting March 15, 2028
grantor retained annuity trust financial
"On July 20, 2026, a grantor retained annuity trust ("GRAT") for the benefit..."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
phantom stock units financial
"Represents phantom stock units under the Truist Financial Corporation Non-Qualified..."
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
restricted stock units financial
"the reporting person was granted 84,913 restricted stock units, vesting in three..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Non-Qualified Defined Contribution Plan financial
"Represents phantom stock units under the Truist Financial Corporation Non-Qualified..."
dividend reinvestment financial
"Includes shares acquired as a result of dividend reinvestment since the last..."
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

At what price were the Truist (TFC) shares sold in the CEO trust transaction?

The CEO-related grantor retained annuity trust sold Truist (TFC) common shares at $52.363 per share. This price applies to the 13,250 shares sold on July 20, 2026 in an open market or private transaction.

How many Truist (TFC) shares does CEO William H. Rogers Jr. now hold directly?

Following the reported transactions, William H. Rogers Jr. holds 1,040,536.834 Truist (TFC) common shares directly. This includes a 72,320-share final annuity payment from the terminating grantor retained annuity trust.

What is the 72,320-share distribution to the Truist (TFC) CEO mentioned in the filing?

On July 21, 2026, the grantor retained annuity trust made a final annuity payment of 72,320 Truist (TFC) shares to William H. Rogers Jr. This shifted those shares from indirect to direct beneficial ownership in his name.

What derivative or stock unit holdings does the Truist (TFC) CEO report?

William H. Rogers Jr. reports 3,412.232 phantom stock units and restricted stock units covering 84,913 and 76,861 Truist (TFC) shares. Each restricted stock unit represents a right to receive one share of Truist common stock at future vesting dates.

What indirect Truist (TFC) holdings does the CEO have through plans and trusts?

Beyond direct holdings, William H. Rogers Jr. reports 13,807.398 Truist (TFC) shares held indirectly via a 401(k) plan and 185,000 shares held indirectly by a separate trust. Some of these balances include shares from dividend reinvestment.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ROGERS WILLIAM H JR

(Last)(First)(Middle)
214 N. TRYON STREET

(Street)
CHARLOTTE NORTH CAROLINA 28202

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP [ TFC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock07/20/2026S13,250D$52.3630.0000(1)IBy 2023 GRAT
Common Stock1,040,536.834(1)D
Common Stock13,807.398(2)IBy 401(k)
Common Stock185,000IBy Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Unit$0.0000(3)01/01/2000(3)01/01/2000(3)Common Stock3,412.2323,412.232(2)D
Restricted Stock Units$0.0000(4)03/15/2027(4)03/15/2029(4)Common Stock84,91384,913D
Restricted Stock Units(5) (5) (5)Common Stock76,86176,861D
Explanation of Responses:
1. On July 20, 2026, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children sold 13,250 shares of Truist common stock in connection with the pre-established termination of the GRAT on July 21, 2026. On July 21, 2026, the GRAT also made a final annuity payment to the reporting person consisting of 72,320 shares of Truist common stock, and this Form 4 reflects the change in the form of the reporting person's beneficial ownership of those shares from indirect to direct beneficial ownership.
2. Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
3. Represents phantom stock units under the Truist Financial Corporation Non-Qualified Defined Contribution Plan.
4. On February 24, 2025, the reporting person was granted 84,913 restricted stock units, vesting in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029. Each restricted stock unit represents a right to receive one share of TFC common stock.
5. On February 23, 2026, the reporting person was granted 76,861 restricted stock units, vesting in three equal installments on March 15, 2028, March 15, 2029, and March 15, 2030. Each restricted stock unit represents a right to receive one share of TFC common stock.
Carla Brenwald, Attorney-in-fact07/22/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)