Truist Financial (TFC) CEO adds new stock and RSU awards in Form 4

Rhea-AI Filing Summary

ROGERS WILLIAM H JR reported acquisition or exercise transactions in this Form 4 filing.

Truist Financial Corp’s Chairman and CEO, William H. Rogers Jr., reported multiple equity awards and vesting events on common stock and restricted stock units. He received a new grant of 76,861 restricted stock units, each representing a right to one share of Truist common stock, vesting in three equal installments on March 15, 2028, 2029, and 2030.

Performance criteria were met for prior restricted stock unit awards granted in 2022, 2023, and 2024, resulting in 17,690, 25,692, and 34,405 shares of common stock being earned, respectively. Following these awards, his directly held common stock increased to 1,001,077.834 shares, with additional indirect holdings in a 401(k) plan and trusts.

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^*

ROGERS WILLIAM H JR

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		17,690(1)	A	$0.0000	940,980.834(2)	D
Common Stock	02/23/2026		A		25,692(3)	A	$0.0000	966,672.834	D
Common Stock	02/23/2026		A		34,405(4)	A	$0.0000	1,001,077.834	D
Common Stock								13,517.679(5)	I	By 401(k)
Common Stock								185,000	I	By Trust
Common Stock								85,570	I	By 2023 GRAT

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		76,861		(6)	(6)	Common Stock	76,861	$0.0000	76,861	D
Restricted Stock Units	$0.0000(7)							03/15/2027(7)	03/15/2029(7)	Common Stock	84,913		84,913	D
Phantom Stock Unit	$0.0000(8)							01/01/2000(8)	01/01/2000(8)	Common Stock	3,340.39		3,340.39(9)	D

Explanation of Responses:

1. On February 22, 2022, the reporting person was granted 53,071 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 17,690 restricted stock units being earned.

2. The total does not include a fractional share of 0.810 that was disposed of when the reporting person transferred shares from one account to another.

3. On March 3, 2023, the reporting person was granted 77,076 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 25,692 restricted stock units being earned.

4. On February 26, 2024, the reporting person was granted 103,214 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, 2026, 2027, and 2028. The performance criteria for the first increment were met, resulting in 34,405 restricted stock units being earned.

5. Includes 148.738 shares acquired as a result of dividend reinvestment since last reported transaction.

6. On February 23, 2026, the reporting person was granted 76,861 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 84,913 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. Represents phantom stock units under the Truist Nonqualified Defined Contribution Plan.

9. Includes shares acquired as a result of dividend reinvestment since the last reported transaction.

	Carla Brenwald, Attorney-in-fact	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What did Truist Financial (TFC) Chairman and CEO report in this Form 4?

William H. Rogers Jr. reported equity awards and vesting of prior grants. He received 76,861 new restricted stock units and earned 17,690, 25,692, and 34,405 common shares as performance-based awards vested from earlier RSU grants.

How many new restricted stock units did the Truist Financial (TFC) CEO receive?

He received a grant of 76,861 restricted stock units. According to the filing, these units vest in three equal installments on March 15, 2028, March 15, 2029, and March 15, 2030, and each unit corresponds to one share of Truist common stock.

What performance-based Truist Financial (TFC) RSU awards vested for the CEO?

Three prior RSU grants met performance criteria, earning common stock for the CEO. The vesting resulted in 17,690 shares from a 2022 grant, 25,692 shares from a 2023 grant, and 34,405 shares from a 2024 grant, all reported as acquired at zero price.

What is William H. Rogers Jr.’s direct common stock holding in Truist Financial (TFC) after these transactions?

After the reported awards, his directly held common stock totals 1,001,077.834 shares. This figure reflects the additional shares earned from performance-based restricted stock unit vesting, as well as prior holdings, as disclosed in the Form 4 tables.

How are the newly granted Truist Financial (TFC) restricted stock units scheduled to vest?

The 76,861 restricted stock units granted on February 23, 2026 vest in three equal installments. Vesting dates are March 15, 2028, March 15, 2029, and March 15, 2030, contingent on continued service under the company’s equity award terms.

Does the Truist Financial (TFC) Form 4 include any indirect holdings for the CEO?

Yes, the filing lists indirect common stock holdings. These are held through a 401(k) plan, a trust, and a 2023 GRAT, with separate share totals disclosed for each category, in addition to the CEO’s directly owned shares and restricted stock units.