Truist Financial (TFC) exec logs tax share withholding and large RSU grants

Rhea-AI Filing Summary

Truist Financial Corp executive Kristin Lesher, Chief Wholesale Banking Officer, reported a routine tax-withholding disposition of 7,433 shares of common stock on March 13, 2026 at $43.83 per share. These shares were withheld to satisfy tax obligations tied to equity compensation and were not an open-market sale.

After this transaction, Lesher directly owns 71,520 shares of Truist common stock. She also holds several restricted stock unit (RSU) awards, each representing a right to receive one share of common stock, vesting in equal annual installments between March 15, 2027 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^*

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)
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		7,433	D	$43.83	71,520	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	(3)							(3)	(3)	Common Stock	37,138		37,138	D
Restricted Stock Units	(1)							(1)	(1)	Common Stock	39,038		39,038	D
Restricted Stock Units	(2)							(2)	(2)	Common Stock	1,947		1,947	D

Explanation of Responses:

1. 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.

2. 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.

3. On February 23, 2026, the reporting person was granted 37,138 restricted stock units, vesting in three equal annual 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 did Truist Financial (TFC) executive Kristin Lesher report in this Form 4?

Kristin Lesher reported a tax-withholding disposition of 7,433 Truist Financial common shares at $43.83 per share. The filing also updates her direct holdings and shows multiple restricted stock unit awards that will convert into common stock as they vest over future years.

Was Kristin Lesher buying or selling Truist (TFC) stock in this transaction?

The filing shows a tax-withholding disposition, not an open-market sale or purchase. 7,433 shares were withheld at $43.83 per share to cover tax obligations associated with equity compensation, while her remaining direct and RSU holdings in Truist common stock continue to be reported.

How many Truist Financial (TFC) shares does Kristin Lesher hold after the Form 4?

After the reported tax-withholding transaction, Kristin Lesher directly holds 71,520 Truist common shares. In addition, she has several RSU awards outstanding, each convertible into common stock upon vesting, providing further equity exposure beyond her directly owned shares.

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

Footnotes describe RSU grants of 39,038 units, 1,947 units, and 37,138 units. These vest in three equal annual installments on March 15 dates between 2027 and 2030, with each unit representing a right to receive one share of Truist common stock upon vesting.

Does this Truist (TFC) Form 4 indicate a major change in insider ownership?

The Form 4 reflects a routine tax-withholding event rather than a discretionary sale or purchase. Lesher continues to hold 71,520 common shares directly plus sizeable RSU positions, so the filing mainly updates the structure of her equity compensation and post-tax share count.