Truist Financial (NYSE: TFC) director granted 4,027 deferred restricted stock units

Rhea-AI Filing Summary

Truist Financial director Agnes Bundy Scanlan reported an equity award. She acquired 4,027 restricted stock units on February 24, 2026 at a price of $0.00 per unit under the company’s 2022 Incentive Plan. These units convert into Truist common shares on a one-for-one basis and are deferred until she leaves the Board.

After this grant, she directly holds 19,556 restricted stock units, 3,835.026 phantom stock units that pay out in cash based on Truist’s share value, and 10,194 common shares, including shares accumulated through dividend reinvestment.

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

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^*

Bundy Scanlan Agnes

(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								10,194	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	4,027	$0.0000	19,556(2)	D
Phantom Stock Units	$0.0000(3)							01/01/2000(3)	01/01/2000(3)	Common Stock	3,835.026		3,835.026(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.

3. Represents phantom stock units issued prior to the merger under the SunTrust Banks, Inc. 2009 Stock Plan or 2018 Omnibus Incentive Compensation Plan for which the director made an election to defer receipt until departure from the Board. These securities convert to the cash equivalent value of Truist common stock on a one-for-one basis.

	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 insider transaction did Truist Financial (TFC) disclose for Agnes Bundy Scanlan?

Truist Financial reported that director Agnes Bundy Scanlan received 4,027 restricted stock units on February 24, 2026. The award was granted at zero cost under the 2022 Incentive Plan and vests as deferred compensation, settling in Truist common shares after she leaves the Board.

How many Truist Financial (TFC) restricted stock units does Agnes Bundy Scanlan now hold?

Following the February 24, 2026 grant, Agnes Bundy Scanlan holds 19,556 restricted stock units. These units represent deferred stock-based compensation that will convert into an equal number of Truist common shares once she departs the company’s Board of Directors, according to the deferred compensation plan.

What are the terms of the new restricted stock units granted to the Truist (TFC) director?

The 4,027 restricted stock units were granted at a price of $0.00 per unit under Truist’s 2022 Incentive Plan. A deferral election sends payment into the Non-Employee Directors' Deferred Compensation Plan, converting one-for-one into common shares after the director leaves the Board.

What phantom stock units does the Truist Financial (TFC) director hold?

Agnes Bundy Scanlan holds 3,835.026 phantom stock units issued under legacy SunTrust stock plans. These units are payable in cash equal to the value of Truist common stock on a one-for-one basis, with payment deferred until her departure from the Board of Directors.

How many Truist Financial (TFC) common shares does Agnes Bundy Scanlan directly own?

After the reported transactions, Agnes Bundy Scanlan directly owns 10,194 shares of Truist common stock. This amount includes shares that were acquired through dividend reinvestment since her last reported transaction, as noted in the accompanying Form 4 explanatory footnote.

Does the Truist Financial (TFC) director pay cash for the new restricted stock unit grant?

No cash was paid by the director for this award; the 4,027 restricted stock units were granted at a price of $0.00 per unit. They represent non-cash equity compensation that will ultimately settle in Truist common shares when Board service ends.