Truist Financial (TFC) executive receives large RSU grant and stock awards

Rhea-AI Filing Summary

Truist Financial Corp executive Donta L. Wilson, Chief Consumer & SB BK Officer, reported multiple equity awards on February 23, 2026. He received a grant of 26,691 restricted stock units (RSUs), each representing a right to one share of TFC common stock, vesting in three equal installments in 2028, 2029, and 2030.

On the same date, performance-based RSUs previously granted in 2022, 2023, and 2024 met their performance criteria, resulting in earned awards of 3,216, 1,102, 6,930, and 12,236 shares of common stock. Following these acquisitions, Wilson directly owned tens of thousands of TFC common shares and also held additional RSUs and indirect shares through the company’s 401(k) plan.

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^*

Wilson Donta L

(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 Consumer & SB BK 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		3,216(1)	A	$0.0000	59,225.099	D
Common Stock	02/23/2026		A		1,102(2)	A	$0.0000	60,327.099	D
Common Stock	02/23/2026		A		6,930(3)	A	$0.0000	67,257.099	D
Common Stock	02/23/2026		A		12,236(4)	A	$0.0000	79,493.099	D
Common Stock								6,910.23(5)	I	By 401(k)

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	(6)	02/23/2026		A		26,691		(6)	(6)	Common Stock	26,691	$0.0000	26,691	D
Restricted Stock Units	(7)							(7)	(7)	Common Stock	27,955		27,955	D
Restricted Stock Units	(8)							(8)	(8)	Common Stock	1,499		1,499	D

Explanation of Responses:

1. On February 22, 2022, the reporting person was granted 9,649 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2024, 2025 and 2026. The performance criteria for the third increment were met, resulting in 3,216 restricted stock units being earned.

2. On April 1, 2022, the reporting person was granted 3,307 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2024, 2025, and 2026. The performance criteria for the third increment were met, resulting in 1,102 restricted stock units being earned.

3. On February 27, 2023, the reporting person was granted 20,789 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting year ending March 15, 2025, 2026, and 2027. The performance criteria for the second increment were met, resulting in 6,930 restricted stock units being earned.

4. On February 26, 2024, the reporting person was granted 36,707 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting year ending March 15, 2026, 2027, and 2028. The performance criteria for the first increment were met, resulting in 12,236 restricted stock units being earned.

5. Includes 128.536 shares acquired between October 1, 2025 and February 19, 2026, under the Issuer's 401(k) plan. The information in this report is based on plan statements dated October 1, 2025 through February 19, 2026.

6. On February 23, 2026, the reporting person was granted 26,691 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.

7. On February 24, 2025, the reporting person was granted 27,955 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.

8. On February 28, 2025, the reporting person was granted 1,499 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
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FAQ

What insider transactions did TFC executive Donta L. Wilson report?

Donta L. Wilson reported equity awards in Truist Financial Corp stock. He received a new grant of 26,691 restricted stock units and had several earlier performance-based RSU awards convert into common shares after meeting their performance criteria on February 23, 2026.

How many new restricted stock units did TFC grant to Donta L. Wilson?

Truist Financial Corp granted Donta L. Wilson 26,691 restricted stock units. These RSUs vest in three equal installments on March 15, 2028, March 15, 2029, and March 15, 2030, with each unit representing a right to receive one share of TFC common stock.

What performance-based RSU awards vested for TFC’s Donta L. Wilson?

Previously granted performance-based RSUs vested into Truist common stock for Donta L. Wilson. Earned amounts were 3,216, 1,102, 6,930, and 12,236 shares after meeting specific performance criteria tied to grants from 2022, 2023, and 2024 on February 23, 2026.

Did Donta L. Wilson buy or sell Truist (TFC) shares on the market?

The reported transactions reflect equity awards and vesting, not open-market buying or selling. All coded transactions were grants or earned awards at a price of $0.00 per share, consistent with restricted stock unit and performance-based compensation programs.

How many Truist common shares does Donta L. Wilson hold after these awards?

After these equity awards, Donta L. Wilson directly held over 79,000 Truist common shares. He also held additional restricted stock units and an indirect position of 6,910.230 shares through the company’s 401(k) plan, reflecting accumulated retirement-plan purchases and prior awards.

How are Donta L. Wilson’s new RSUs in TFC scheduled to vest?

The 26,691 new restricted stock units granted to Donta L. Wilson vest in three equal installments. Vesting occurs on March 15, 2028, March 15, 2029, and March 15, 2030, aligning with Truist’s long-term performance and retention-focused compensation structure.