Truist Financial (NYSE: TFC) CFO receives new RSU and stock awards

Rhea-AI Filing Summary

Truist Financial Corp’s Chief Financial Officer Michael Baron Maguire reported multiple equity awards and vesting events. On February 23, 2026, he received 23,931 restricted stock units (RSUs), each representing one future share of TFC common stock, vesting in three equal installments in 2028, 2029, and 2030.

Performance goals were also met for prior RSU grants. This resulted in Maguire earning 2,729, 6,583, and 8,988 shares of Truist common stock tied to awards originally granted in 2022, 2023, and 2024. Following these acquisitions, he directly owns 92,623.197 shares of common stock and 23,931 RSUs, along with additional RSU holdings from earlier 2025 grants.

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

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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^*

Maguire Michael Baron

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A		2,729(1)	A	$0.0000	77,052.197	D
Common Stock	02/23/2026		A		6,583(2)	A	$0.0000	83,635.197	D
Common Stock	02/23/2026		A		8,988(3)	A	$0.0000	92,623.197	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 Units	(4)	02/23/2026		A		23,931		(4)	(4)	Common Stock	23,931	$0.0000	23,931	D
Restricted Stock Units	(5)							(5)	(5)	Common Stock	25,165		25,165	D
Restricted Stock Units	(6)							(6)	(6)	Common Stock	1,245		1,245	D

Explanation of Responses:

1. On February 22, 2022, the reporting person was granted 8,189 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2024, 2025, and 2026. The performance criteria for the third increment were met, resulting in 2,729 restricted stock units being earned.

2. On February 27, 2023, the reporting person was granted 19,749 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2025, 2026, and 2027. The performance criteria for the second increment were met, resulting in 6,583 restricted stock units being earned.

3. On February 26, 2024, the reporting person was granted 26,962 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2026, 2027, and 2028. The performance criteria for the first increment were met, resulting in 8,988 restricted stock units being earned.

4. On February 23, 2026, the reporting person was granted 23,931 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.

5. On February 24, 2025, the reporting person was granted 25,165 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.

6. On February 28, 2025, the reporting person was granted 1,245 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.

	Carla Brenwald, Attorney-in-fact	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Truist Financial (TFC) report for its CFO?

Truist’s CFO Michael Baron Maguire reported equity awards and vesting events. He received 23,931 new restricted stock units and earned additional common shares after performance criteria were met on RSU grants originally awarded in 2022, 2023, and 2024.

How many new restricted stock units did the Truist (TFC) CFO receive?

The CFO received 23,931 new restricted stock units on February 23, 2026. These RSUs vest in three equal installments on March 15, 2028, March 15, 2029, and March 15, 2030, each unit representing the right to receive one share of Truist common stock.

What performance-based shares did the Truist (TFC) CFO earn in this filing?

Performance criteria were met on prior RSU grants, earning the CFO 2,729, 6,583, and 8,988 Truist common shares. These relate to awards granted in 2022, 2023, and 2024 with vesting periods ending March 15, 2024, 2025, 2026, 2027, and 2028, respectively.

What is the Truist (TFC) CFO’s common stock ownership after these transactions?

After these transactions, the CFO directly owns 92,623.197 shares of Truist common stock. This total reflects the additional shares earned from performance-based RSU grants that vested and became earned as of February 23, 2026.

How do the Truist (TFC) CFO’s 2025 RSU grants vest over time?

In 2025 the CFO was granted 25,165 and 1,245 restricted stock units. These RSUs vest in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029, with each vested unit convertible into one share of Truist common stock.

What role does Michael Baron Maguire hold at Truist Financial (TFC)?

Michael Baron Maguire serves as Chief Financial Officer of Truist Financial Corp. As CFO, he receives a portion of his compensation in equity, including restricted stock units and performance-based awards that vest over multiple years tied to specific performance criteria.