Truist Financial (NYSE: TFC) director awarded 4,027 RSUs

Rhea-AI Filing Summary

Tanner Bruce L reported acquisition or exercise transactions in this Form 4 filing.

Truist Financial director Bruce L. Tanner reported an equity award and updated holdings. He received a grant of 4,027 shares of common stock in the form of restricted stock units that cliff vest on December 31, 2026, bringing his direct common stock holdings to 24,895 shares. He also reported 13,013.896 phantom stock units from deferred director fees and 16,473.691 phantom stock units from prior stock plans, each convertible into the cash equivalent of Truist common stock on a one-for-one basis after his departure from the board.

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^*

Tanner Bruce L

(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	02/24/2026		A		4,027(1)	A	$0.0000	24,895	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
Phantom Stock Unit	$0.0000(2)							01/01/2000(2)	01/01/2000(2)	Common Stock	13,013.896		13,013.896(3)	D
Phantom Stock Units	$0.0000(4)							01/01/2000(4)	01/01/2000(4)	Common Stock	16,473.691		16,473.691(3)	D

Explanation of Responses:

1. Grant of Restricted Stock Units which cliff vest on December 31, 2026.

2. Represents phantom stock units issued prior to the merger under the SunTrust Banks, Inc. Directors' Deferred Compensation Plan with respect to the deferral of meeting and/or retainer fees payable in cash. Payments commence following the reporting person's departure from the Board of Directors of Truist Financial Corporation. These securities convert to the cash equivalent value of Truist common stock on a one-for-one basis.

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

4. 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.
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FAQ

What did Truist Financial (TFC) director Bruce L. Tanner report in this Form 4?

Bruce L. Tanner reported receiving 4,027 restricted stock units of Truist common stock. The filing also updates his direct stock ownership and phantom stock unit balances tied to deferred director compensation and prior stock plans.

How many Truist common shares does Bruce L. Tanner own after this transaction?

After the award, Bruce L. Tanner directly owns 24,895 shares of Truist common stock. This reflects the addition of 4,027 restricted stock units granted on the transaction date, which are scheduled to vest at a future time.

What are the terms of Bruce L. Tanner’s new restricted stock units at Truist (TFC)?

The Form 4 shows a grant of 4,027 restricted stock units that cliff vest on December 31, 2026. Cliff vesting means the full award vests at once on that date rather than gradually over multiple periods.

What phantom stock unit holdings does Bruce L. Tanner report with Truist Financial?

Bruce L. Tanner reports 13,013.896 phantom stock units related to deferred fees and 16,473.691 phantom stock units from prior SunTrust stock plans. These units convert into the cash equivalent of Truist common stock on a one-for-one basis after he leaves the board.

How do Bruce L. Tanner’s phantom stock units at Truist (TFC) work?

The phantom stock units represent deferred compensation and prior stock awards linked to Truist’s share value. Upon Tanner’s departure from the board, they are settled in cash equal to the value of an equivalent number of Truist common shares.