Truist CLO granted 15,022 RSUs and 6,908 shares

Truist Financial’s chief legal officer, Scott A. Stengel, reported equity compensation changes.

Accepted by SEC EDGAR 02/25/2026 - 02:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Truist Financial’s chief legal officer, Scott A. Stengel, reported equity compensation changes. He received a grant of 15,022 restricted stock units, each representing one share of TFC common stock, vesting in three equal installments on March 15, 2028, 2029, and 2030.

He also acquired 6,908 shares of common stock earned from a 2024 performance-based award that vests in thirds over four years. In addition, the filing updates his holdings from prior restricted stock unit grants of 15,780 units and 798 units awarded in 2025, which vest in equal installments from 2027 through 2029.

Insider Trade Summary

Grant/Award: 21,930 shares

Grant/Award 2 txns

Insider Stengel Scott A

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	15,022	$0.00	$0.00
Grant/Award	Common Stock	6,908	$0.00	$0.00
Holding	Restricted Stock Units	--	--	--
Holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 31,600 contracts for 16,578 underlying shares (Direct); Common Stock — 14,978 shares (Direct)

Footnotes (4)

1. F1. On February 26, 2024, the reporting person was granted 20,721 restricted stock units, which vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2026, 2027, and 2028. The performance criteria for the first increment were met, resulting in 6,908 restricted stock units being earned.
2. F2. 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.
3. F3. 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.
4. F4. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Truist Financial (TFC) grant to Scott A. Stengel?

Scott A. Stengel received 15,022 new restricted stock units. These units were granted on February 23, 2026 and vest in three equal installments on March 15, 2028, March 15, 2029, and March 15, 2030, with each unit convertible into one share of TFC common stock.

How many Truist Financial (TFC) shares did Scott A. Stengel acquire from performance-based awards?

Scott A. Stengel acquired 6,908 shares of TFC common stock. These shares were earned from a February 26, 2024 grant of 20,721 restricted stock units after the first performance period’s criteria were met, vesting in one-third increments over four years ending March 15, 2026, 2027, and 2028.

What are the vesting terms of Scott A. Stengel’s 2026 restricted stock unit grant at Truist Financial (TFC)?

The 15,022 restricted stock units vest in three equal installments. The installments are scheduled for March 15, 2028, March 15, 2029, and March 15, 2030. Each restricted stock unit represents the right to receive one share of Truist Financial common stock upon vesting.

What earlier restricted stock unit grants to Scott A. Stengel remain outstanding at Truist Financial (TFC)?

Two 2025 restricted stock unit grants remain outstanding. One grant comprises 15,780 units and another 798 units, both vesting in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029, with each unit convertible into one share of TFC common stock.

Does Scott A. Stengel’s Form 4 show any sales of Truist Financial (TFC) shares?

The Form 4 reflects only acquisitions and holdings, not sales. The filing records a grant of 15,022 restricted stock units, 6,908 performance-based shares earned from a prior award, and updates on outstanding restricted stock unit balances from earlier 2025 grants.

How do Scott A. Stengel’s restricted stock units at Truist Financial (TFC) convert into common shares?

Each restricted stock unit represents one share of TFC common stock. Upon vesting on the specified March 15 dates, the units convert into an equivalent number of common shares, subject to the time-based or performance-based vesting conditions described in the respective grant footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A		6,908(1)	A	$0.0000	14,978	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)	02/23/2026		A		15,022		(2)	(2)	Common Stock	15,022	$0.0000	15,022	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	15,780		15,780	D
Restricted Stock Units	(4)							(4)	(4)	Common Stock	798		798	D

Explanation of Responses:

1. On February 26, 2024, the reporting person was granted 20,721 restricted stock units, which vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2026, 2027, and 2028. The performance criteria for the first increment were met, resulting in 6,908 restricted stock units being earned.

2. 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.

3. 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.

4. 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.

	Carla Brenwald, attorney-in-fact	02/25/2026
	** 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).
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