Truist Financial (NYSE: TFC) CFO uses 7,951 shares to cover tax liability

Rhea-AI Filing Summary

Truist Financial Corp Chief Financial Officer Michael Baron Maguire reported a tax-related share disposition. On March 13, 2026, 7,951 shares of common stock were withheld at $43.83 per share to satisfy tax obligations, a non‑market transaction coded as a tax-withholding disposition.

After this event, he directly held 84,672.197 shares of common stock. He also held restricted stock units covering 25,165 shares granted on February 24, 2025 and 1,245 shares granted on February 28, 2025, each vesting in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029. Additional restricted stock units covering 23,931 shares were granted on February 23, 2026, vesting in three equal installments on March 15, 2028, March 15, 2029, and March 15, 2030.

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^*

Maguire Michael Baron

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/13/2026		F		7,951	D	$43.83	84,672.197	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
Restricted Stock Units	(2)							(2)	(2)	Common Stock	1,245		1,245	D
Restricted Stock Units	(1)							(1)	(1)	Common Stock	25,165		25,165	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	23,931		23,931	D

Explanation of Responses:

1. On February 24, 2025, the reporting person was granted 25,165 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 1,245 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 23,931 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.
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FAQ

What insider transaction did Truist Financial (TFC) disclose for its CFO?

Truist Financial’s CFO Michael Baron Maguire reported a tax-withholding disposition of 7,951 common shares. The shares were withheld at $43.83 each to cover tax liabilities, rather than sold in the open market, and he retained a substantial remaining share position.

How many Truist Financial (TFC) shares does the CFO hold after this Form 4?

Following the tax-withholding disposition, the CFO directly holds 84,672.197 Truist Financial common shares. In addition, he has multiple restricted stock unit awards outstanding that can convert into further shares upon vesting over future years.

Was the Truist Financial (TFC) CFO’s Form 4 transaction an open-market sale?

No. The Form 4 describes a tax-withholding disposition coded “F,” where 7,951 shares were withheld at $43.83 per share to pay taxes. This mechanism is compensation-related and does not represent a discretionary open-market share sale.

What restricted stock units does the Truist Financial (TFC) CFO currently hold?

He holds restricted stock units for 25,165 shares granted February 24, 2025 and 1,245 shares granted February 28, 2025, plus 23,931 shares granted February 23, 2026. Each grant vests in three equal installments on specified March 15 dates.

When will the Truist Financial (TFC) CFO’s 2025 RSU grants vest?

The 25,165 and 1,245 restricted stock units granted in 2025 vest in three equal tranches on March 15, 2027, March 15, 2028, and March 15, 2029. Each vested unit converts into one share of Truist common stock.

When do the Truist Financial (TFC) CFO’s 2026 RSU grants vest?

The 23,931 restricted stock units granted on February 23, 2026 vest in three equal installments on March 15, 2028, March 15, 2029, and March 15, 2030. Each unit represents a right to receive one Truist common share at vesting.