[Form 4] TRUIST FINANCIAL CORP Insider Trading Activity

Rhea-AI Filing Summary

Truist Financial (TFC) Chairman and CEO reported a change in ownership form after a grantor retained annuity trust made its final annuity payment of 95,712 shares of common stock on October 20, 2025. The transfer moved these shares from indirect to direct beneficial ownership; no shares went to residual beneficiaries.

Following the update, the reporting person holds 923,291.644 shares directly and indirect interests including 13,368.941 share equivalents via a 401(k), 85,570 via a 2023 GRAT, and 185,000 via a trust. Derivatives include 3,303.447 phantom stock units and 84,913 restricted stock units granted on February 24, 2025, vesting on March 15 of 2027, 2028, and 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

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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)
10/20/2025

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								923,291.644(1)	D
Common Stock								13,368.941(2)	I	By 401(k)
Common Stock								0.0000(1)	I	By grantor retained annuity trust
Common Stock								85,570	I	By 2023 GRAT
Common Stock								185,000	I	By Trust

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
Phantom Stock Unit	$0.0000(3)							01/01/2000(3)	01/01/2000(3)	Common Stock	3,303.447		3,303.447(4)	D
Restricted Stock Units	$0.0000(5)							03/15/2027(5)	03/15/2029(5)	Common Stock	84,913		84,913	D

Explanation of Responses:

1. On October 20, 2025, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children made a final annuity payment to the reporting person consisting of 95,712 shares of Truist common stock. The reporting person's wife is the trustee of the GRAT, and the reporting person is the sole recipient of the annuity payments made by the GRAT. This Form 4 is being filed to reflect the change in the form of the reporting person's beneficial ownership of the Truist common stock transferred by the GRAT from indirect to direct beneficial ownership. Upon termination of the GRAT, no shares of Truist common stock were transferred to the residual beneficiaries of the GRAT.

2. Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of Truist stock on the applicable measurement date.

3. Represents phantom stock units under the Truist Nonqualified Defined Contribution Plan.

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

5. On February 24, 2025, the reporting person was granted 84,913 restricted stock units, vesting in three annual 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	10/22/2025
	** 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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