Truist Financial (NYSE: TFC) CEO reports tax share withholding event

Rhea-AI Filing Summary

Truist Financial Chairman and CEO William H. Rogers Jr. reported a tax-withholding disposition of 32,861 shares of common stock at $43.83 per share on March 13, 2026. These shares were withheld to satisfy tax obligations, not sold in an open-market transaction.

After this event, he directly holds 968,216.834 common shares, plus indirect holdings of common stock through a 401(k), a trust, and a 2023 GRAT. He also holds phantom stock units tied to 3,375.494 underlying shares and restricted stock units covering 84,913 and 76,861 underlying shares granted in 2025 and 2026, vesting in three annual installments starting in 2027 and 2028, respectively.

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^*

ROGERS WILLIAM H JR

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/13/2026		F		32,861	D	$43.83	968,216.834	D
Common Stock								13,658.494(1)	I	By 401(k)
Common Stock								185,000	I	By Trust
Common Stock								85,570	I	By 2023 GRAT

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	3,375.494		3,375.494(3)	D
Restricted Stock Units	$0.0000(4)							03/15/2027(4)	03/15/2029(4)	Common Stock	84,913		84,913	D
Restricted Stock Units	(5)							(5)	(5)	Common Stock	76,861		76,861	D

Explanation of Responses:

1. Includes 140.815 shares acquired as a result of dividend reinvestment since last reported transaction.

2. Represents phantom stock units under the Truist Financial Corporation Nonqualified Defined Contribution Plan.

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

4. On February 24, 2025, the reporting person was granted 84,913 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.

5. On February 23, 2026, the reporting person was granted 76,861 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).
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FAQ

What did Truist Financial (TFC) CEO William H. Rogers Jr. report on this Form 4?

He reported that 32,861 shares of Truist Financial common stock were withheld to cover tax obligations. The shares were valued at $43.83 each and the event was recorded as a tax-withholding disposition, not an open-market sale.

How many Truist Financial (TFC) shares does the CEO hold after the tax withholding?

After the tax-withholding disposition, he directly holds 968,216.834 Truist Financial common shares. In addition, he has indirect holdings through a 401(k), a trust, and a 2023 GRAT, as well as separate phantom stock and restricted stock unit positions.

Was the Truist Financial (TFC) CEO’s transaction a market sale of shares?

No, the filing describes a tax-withholding disposition of 32,861 shares at $43.83 per share. This means shares were delivered to satisfy tax liabilities, rather than being sold voluntarily in the open market for cash proceeds.

What phantom stock units does the Truist Financial (TFC) CEO report holding?

He reports phantom stock units under the Truist Financial Corporation Nonqualified Defined Contribution Plan tied to 3,375.494 underlying common shares. These units track the value of Truist stock and are classified as a direct derivative holding in the filing.

What restricted stock units does the Truist Financial (TFC) CEO have outstanding?

He has 84,913 restricted stock units granted February 24, 2025, vesting in three equal installments beginning March 15, 2027, and 76,861 units granted February 23, 2026, vesting in three installments beginning March 15, 2028. Each unit represents one share of common stock.

What indirect holdings of Truist Financial (TFC) stock are reported for the CEO?

The filing lists indirect ownership of common stock through a 401(k) account, a trust, and a 2023 GRAT. These positions are reported separately from his direct holdings, reflecting shares held in various personal and estate-planning vehicles associated with him.