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

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Tanner Bruce L
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 4,027 $0.00 --
holding Phantom Stock Unit -- -- --
holding Phantom Stock Units -- -- --
Holdings After Transaction: Common Stock — 24,895 shares (Direct); Phantom Stock Unit — 13,013.896 shares (Direct); Phantom Stock Units — 16,473.691 shares (Direct)
Footnotes (1)
  1. Grant of Restricted Stock Units which cliff vest on December 31, 2026. 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. Includes shares acquired as a result of dividend reinvestment since the last reported transaction. 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.
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Form 4 Insider Transactions: What Each Field Means →
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*
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.
* 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.

Source: View Original Filing on SEC EDGAR

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.