Truist Financial (NYSE: TFC) CLO gets 11,416-share award, 3,346 withheld

Rhea-AI Filing Summary

Truist Financial Corp Chief Legal Officer Scott A. Stengel reported equity compensation activity. On February 13, 2026, he acquired 11,416 shares of common stock at $0.00 per share through a grant/award as performance-based restricted stock units granted on February 1, 2024 became earned for the vesting year ending February 15, 2026.

On the same date, 3,346 shares of common stock at $51.90 per share were disposed of to satisfy tax obligations, leaving 8,070 common shares directly owned after these transactions. He also directly holds 15,780 restricted stock units from a February 24, 2025 grant and 798 restricted stock units from a February 28, 2025 grant, each unit representing one future share of Truist common stock vesting in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029.

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

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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^*

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)
02/13/2026

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	02/13/2026		A		11,416(1)	A	$0.0000	11,416	D
Common Stock	02/13/2026		F		3,346	D	$51.9	8,070	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	15,780		15,780	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	798		798	D

Explanation of Responses:

1. On February 1, 2024, the reporting person was granted 34,246 restricted stock units, which vest and become earned ratably over three years based on certain performance criteria for each vesting year ending February 15, 2026, 2027, and 2028. The performance criteria for the vesting year ending February 15, 2026 were met, resulting in 11,416 restricted stock units being earned.

2. 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.

3. 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	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Truist Financial (TFC) report for Scott A. Stengel?

Truist Financial reported that Chief Legal Officer Scott A. Stengel acquired 11,416 shares of common stock via an equity award and disposed of 3,346 shares to cover tax obligations, resulting in direct ownership of 8,070 common shares after the reported transactions.

How many Truist Financial (TFC) shares did Scott A. Stengel acquire in the latest Form 4?

Scott A. Stengel acquired 11,416 shares of Truist common stock through a grant or award at $0.00 per share. These shares were earned when performance criteria for a February 1, 2024 restricted stock unit grant were met for the vesting year ending February 15, 2026.

Why were 3,346 Truist Financial (TFC) shares disposed of in Scott A. Stengel’s Form 4?

The 3,346 Truist shares were disposed of at $51.90 per share to satisfy tax obligations related to the equity award. This tax-withholding disposition reduced his directly held common stock to 8,070 shares following the reported transactions on February 13, 2026.

What restricted stock units does Scott A. Stengel hold at Truist Financial (TFC)?

Scott A. Stengel holds 15,780 restricted stock units from a February 24, 2025 grant and 798 units from a February 28, 2025 grant. Each unit represents one future share of Truist common stock, vesting in three equal installments in 2027, 2028, and 2029.

How do Scott A. Stengel’s Truist Financial (TFC) restricted stock units vest?

His 15,780 and 798 restricted stock units vest in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029. Upon vesting, each restricted stock unit converts into one share of Truist Financial common stock, increasing his potential future share ownership.

What performance criteria affected Scott A. Stengel’s Truist Financial (TFC) equity award?

An award of 34,246 restricted stock units granted February 1, 2024 was subject to performance criteria for each vesting year. The criteria for the vesting year ending February 15, 2026 were met, causing 11,416 units to be earned and converted into Truist common shares.