Truist director granted 4,027 restricted stock units

Truist Financial Corp director Thomas E. Skains received 4,027 restricted stock units on Truist common stock as a grant under the company’s 2022 Incentive Plan.

Accepted by SEC EDGAR 02/26/2026 - 02:48 PM EST

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Rhea-AI Filing Summary

Truist Financial Corp director Thomas E. Skains received 4,027 restricted stock units on Truist common stock as a grant under the company’s 2022 Incentive Plan. The units were granted at a price of $0.00 per unit and will convert into common stock on a one-for-one basis.

A deferral election has been made under the Non-Employee Directors' Deferred Compensation Plan, so share payments begin after his departure from the Board. Following this grant, he directly holds 23,542 restricted stock units and 29,391.299 common shares, which include shares acquired through dividend reinvestment, plus 2,500 common shares held indirectly through an IRA.

Insider Trade Summary

Grant/Award: 4,027 shares

Grant/Award 1 txn

Insider SKAINS THOMAS E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	4,027	$0.00	$0.00
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 23,542 contracts (Direct); Common Stock — 29,391.299 shares (Direct); Common Stock — 2,500 shares (Indirect, By IRA)

Footnotes (2)

F1. 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.
F2. Includes shares acquired as a result of dividend reinvestment since the last reported transaction.

FAQ

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What insider transaction did Truist Financial (TFC) director Thomas E. Skains report?

Thomas E. Skains reported receiving a grant of 4,027 restricted stock units tied to Truist Financial common stock. The units were awarded at $0.00 per unit under the 2022 Incentive Plan and will eventually convert into common shares on a one-for-one basis.

How do the new restricted stock units for TFC’s Thomas E. Skains convert into Truist common stock?

The 4,027 restricted stock units granted to Thomas E. Skains convert into Truist Financial common stock on a one-for-one basis. This means each unit becomes one share of common stock when paid out, consistent with the terms described for these equity awards.

When will Thomas E. Skains receive Truist (TFC) common shares from his restricted stock units?

Share payments from the restricted stock units begin after Thomas E. Skains leaves the Truist Financial Board of Directors. A deferral election under the Non-Employee Directors' Deferred Compensation Plan governs this timing, delaying delivery of common shares until his board service ends.

How many restricted stock units does Thomas E. Skains hold in Truist Financial (TFC) after this grant?

After the 4,027-unit grant, Thomas E. Skains directly holds 23,542 restricted stock units in Truist Financial. These awards represent a deferred form of equity compensation that will convert into an equal number of common shares at the time of payment in stock.

What direct common stock holdings does Thomas E. Skains report in Truist Financial (TFC)?

Thomas E. Skains reports direct ownership of 29,391.299 Truist Financial common shares. This amount includes additional shares acquired through dividend reinvestment since his last reported transaction, reflecting automatic reinvestment of cash dividends into more Truist shares.

Does Thomas E. Skains hold any Truist Financial (TFC) shares indirectly?

Yes. In addition to his direct holdings, Thomas E. Skains reports 2,500 Truist Financial common shares held indirectly through an IRA. This IRA position is identified in the filing as indirect ownership, separate from the larger block of directly held shares and units.

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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^*

SKAINS THOMAS E

(Last)

(First)

(Middle)

214 N. TRYON STREET

(Street)

CHARLOTTE

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								29,391.299	D
Common Stock								2,500	I	By IRA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	02/24/2026		A		4,027		⁽¹⁾	⁽¹⁾	Common Stock	4,027	$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.

Source: View Original Filing on SEC EDGAR