Truist Financial (TFC) director receives 4,027 deferred restricted stock units

Rhea-AI Filing Summary

Truist Financial director Jennifer S. Banner received an equity award in the form of restricted stock units. She acquired 4,027 restricted stock units on February 24, 2026 as a grant under the Truist Financial Corporation 2022 Incentive Plan.

The award has been deferred under the Non-Employee Directors' Deferred Compensation Plan, with payment in Truist common shares beginning after she leaves the board. These units convert into common stock on a one-for-one basis, bringing her total restricted stock units to 23,542. Her directly held common stock position is now 27,969 shares, including shares added through dividend reinvestment since the last report.

SEC Form 4

FORM 4

UNITED 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

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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^*

BANNER JENNIFER S

(Last) (First) (Middle)

214 N. TRYON STREET

(Street)

CHARLOTTE NC 28202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP [ TFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								27,969	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	02/24/2026		A		4,027		(1)	(1)	Common Stock	4,207	$0.0000	23,542(2)	D

Explanation of Responses:

1. Represents restricted stock units granted under the Truist Financial Corporation 2022 Incentive Plan, as amended, for which a deferral election has been made pursuant to the Truist Financial Corporation Amended and Restated Non-Employee Directors' Deferred Compensation Plan. Payments in the form of shares of common stock commence following the reporting person's departure from the Board of Directors of Truist Financial Corporation. These securities convert to common stock on a one-for-one basis.

2. Includes shares acquired as a result of dividend reinvestment since the last reported transaction.

	Carla Brenwald, Attorney-in-fact	02/26/2026
	** Signature of Reporting Person	Date
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.

FAQ

What did Truist Financial (TFC) director Jennifer Banner report on this Form 4?

Jennifer S. Banner reported receiving 4,027 restricted stock units as an equity grant. The award was made under the 2022 Incentive Plan and is deferred, with settlement in Truist common stock starting after she leaves the board of directors.

How many restricted stock units does Jennifer Banner hold in Truist Financial (TFC) after this grant?

After the new award, Jennifer S. Banner holds 23,542 restricted stock units. These units are granted under Truist’s incentive plan and each unit is convertible into one share of Truist Financial common stock when settlement begins following her board departure.

When will Jennifer Banner’s Truist (TFC) restricted stock units be paid out?

Payments of shares tied to Jennifer Banner’s restricted stock units will begin after she leaves the Truist Financial board. Under the deferred compensation plan, settlement occurs in shares of common stock, converting the units to stock on a one-for-one basis at that time.

What is the conversion ratio for Jennifer Banner’s Truist (TFC) restricted stock units?

The restricted stock units convert into Truist Financial common stock at a one-for-one ratio. Each unit becomes one share of common stock when paid out under the Non-Employee Directors' Deferred Compensation Plan following her departure from the company’s board of directors.

How many Truist Financial (TFC) common shares does Jennifer Banner now hold directly?

Jennifer Banner directly holds 27,969 shares of Truist Financial common stock following this report. That total includes additional shares accumulated through dividend reinvestment since her last reported transaction, as noted in the filing’s explanatory footnote.

Was Jennifer Banner’s Truist (TFC) Form 4 transaction a market purchase or sale?

The reported Form 4 transaction is an equity grant, not a market trade. Jennifer Banner acquired 4,027 restricted stock units as a grant under Truist’s 2022 Incentive Plan, with no purchase price and settlement deferred into shares after she leaves the board.