Truist CLO reports tax-withholding share disposition

Truist Financial Corp Chief Legal Officer Scott A. Stengel reported a routine tax-withholding share disposition.

Accepted by SEC EDGAR 03/17/2026 - 03:47 PM EDT

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Rhea-AI Filing Summary

Truist Financial Corp Chief Legal Officer Scott A. Stengel reported a routine tax-withholding share disposition. On March 13, 2026, 3,001 shares of common stock were withheld at $43.83 per share to satisfy tax obligations, leaving him with 11,977 common shares held directly.

He also reports unvested equity awards in the form of restricted stock units tied to common stock. These include 15,780 units granted on February 24, 2025, 798 units granted on February 28, 2025, and 15,022 units granted on February 23, 2026, vesting in equal installments between March 15, 2027 and March 15, 2030. Each unit represents a right to receive one share of Truist common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 3,001 shares

Exercise Price or Tax Liability 1 txn

Insider Stengel Scott A

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,001	$43.83	$132K
Holding	Restricted Stock Units	--	--	--
Holding	Restricted Stock Units	--	--	--
Holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Common Stock — 11,977 shares (Direct); Restricted Stock Units — 31,600 contracts (Direct)

Footnotes (3)

F1. On February 24, 2025, the reporting person was granted 15,780 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.
F2. On February 28, 2025, the reporting person was granted 798 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.
F3. On February 23, 2026, the reporting person was granted 15,022 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.

FAQ

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What insider transaction did Truist Financial (TFC) report for Scott A. Stengel?

Truist Financial reported that Chief Legal Officer Scott A. Stengel had 3,001 common shares withheld at $43.83 per share on March 13, 2026. This was a tax-withholding disposition related to equity compensation, not an open-market sale of stock.

How many Truist Financial (TFC) shares does Scott A. Stengel hold after this Form 4?

After the reported tax-withholding transaction, Scott A. Stengel directly holds 11,977 shares of Truist Financial common stock. This reflects his remaining ownership position following the disposition of 3,001 shares to cover tax obligations tied to his equity compensation.

Were the Truist Financial (TFC) shares sold by Scott A. Stengel on the open market?

No, the 3,001 shares were not an open-market sale. They were withheld by the issuer at $43.83 per share on March 13, 2026 to satisfy tax liabilities, classified under code F as a payment of tax by delivering securities.

What restricted stock unit grants does Scott A. Stengel hold at Truist Financial (TFC)?

Scott A. Stengel holds restricted stock units granted on February 24, 2025 (15,780 units), February 28, 2025 (798 units), and February 23, 2026 (15,022 units). Each unit represents one common share, vesting in equal installments from March 15, 2027 through March 15, 2030.

Do Scott A. Stengel’s Truist Financial (TFC) restricted stock units pay cash or stock at vesting?

Each restricted stock unit represents a right to receive one share of Truist Financial common stock. As described, these awards settle in shares rather than cash, aligning the Chief Legal Officer’s compensation with future company equity performance over the stated vesting schedule.

What does transaction code F mean in Scott A. Stengel’s Truist Financial (TFC) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 3,001 Truist common shares were withheld at $43.83 per share on March 13, 2026 to cover taxes arising from equity compensation.

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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^*

Stengel Scott A

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		F		3,001	D	$43.83	11,977	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)
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 Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	15,780		15,780	D
Restricted Stock Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	798		798	D
Restricted Stock Units	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	15,022		15,022	D

Explanation of Responses:

1. On February 24, 2025, the reporting person was granted 15,780 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.

2. On February 28, 2025, the reporting person was granted 798 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.

3. On February 23, 2026, the reporting person was granted 15,022 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.

	Carla Brenwald, attorney-in-fact	03/17/2026
	** 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