Truist (NYSE: TFC) officer earns 54,831 shares; 21,061 withheld for tax

Rhea-AI Filing Summary

Truist Financial Chief Wholesale Banking Officer Kristin Lesher reported performance-based stock vesting and related tax withholding transactions in Truist Financial (TFC) common stock. On February 12, 2026, 54,831 shares were acquired at $0.0000 per share as earned restricted stock units, increasing her direct holdings to 82,927 shares.

On the same day, 21,061 shares were disposed of at $52.07 per share to cover tax obligations, leaving 61,866 shares of common stock owned directly. She also holds 39,038 and 1,947 restricted stock units from 2025 grants, each unit representing one future share of TFC common stock.

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^*

Lesher Kristin

(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 Whlse Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		54,831(1)	A	$0.0000	82,927	D
Common Stock	02/12/2026		F		21,061	D	$52.07	61,866	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	39,038		39,038	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	1,947		1,947	D

Explanation of Responses:

1. On March 1, 2024, the reporting person was granted 164,492 restricted stock units, which vest and become earned ratably over three years based on certain performance criteria for each vesting year ending February 12, 2025, 2026, and 2027. The performance criteria for the vesting year ending February 12, 2026 were met, resulting in 54,831 restricted stock units being earned.

2. On February 24, 2025, the reporting person was granted 39,038 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 28, 2025, the reporting person was granted 1,947 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.

	Carla Brenwald, Attorney-in-fact	02/17/2026
	** 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 transactions did Kristin Lesher report for Truist Financial (TFC)?

Kristin Lesher reported acquiring 54,831 shares of Truist Financial common stock on February 12, 2026 from earned restricted stock units, and a tax-withholding disposition of 21,061 shares at $52.07 per share, leaving her with 61,866 directly owned shares.

Was the Truist Financial (TFC) insider transaction a purchase or a grant?

The activity reflects an equity grant vesting, not an open-market purchase. 54,831 shares were acquired as earned restricted stock units at $0.0000 per share, tied to performance criteria, rather than being bought in the market.

Why were 21,061 Truist Financial (TFC) shares disposed of by Kristin Lesher?

The 21,061 shares were disposed of under transaction code F, indicating a tax-withholding disposition. Shares were delivered at $52.07 per share to satisfy tax obligations related to the vesting of previously granted equity awards.

How many Truist Financial (TFC) shares does Kristin Lesher own after the reported transactions?

Following the February 12, 2026 transactions, Kristin Lesher directly owns 61,866 shares of Truist Financial common stock. This figure reflects both the 54,831 shares acquired from vesting and the 21,061 shares withheld to cover associated tax liabilities.

What restricted stock units (RSUs) does Kristin Lesher hold in Truist Financial (TFC)?

Kristin Lesher holds 39,038 restricted stock units from a February 24, 2025 grant and 1,947 units from a February 28, 2025 grant. These RSUs vest in three installments during 2027, 2028, and 2029, each representing one future share of TFC common stock.

What performance criteria affected Kristin Lesher’s 54,831 earned RSUs in Truist Financial (TFC)?

The 54,831 restricted stock units were earned from a 164,492-unit grant made on March 1, 2024. They vested because performance criteria for the vesting year ending February 12, 2026 were met, triggering conversion into Truist Financial common shares.