Truist Financial (NYSE: TFC) CFO sells 13,000 shares at $50.128 average

Rhea-AI Filing Summary

Truist Financial Corp Chief Financial Officer Michael Baron Maguire reported selling 13,000 shares of TFC common stock on January 26, 2026 at a weighted average price of $50.128, with individual sale prices ranging from $50.100 to $50.145. Following this transaction, he directly holds 74,323.197 shares of common stock.

He also holds 25,165 restricted stock units granted on February 24, 2025 and 1,245 restricted stock units granted on February 28, 2025, each award vesting in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029. Each restricted stock unit represents the right to receive one share of TFC common stock.

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^*

Maguire Michael Baron

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		S		13,000	D	$50.128(1)	74,323.197(2)	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	25,165		25,165	D
Restricted Stock Units	(4)							(4)	(4)	Common Stock	1,245		1,245	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually received ranged from $50.100 to $50.145. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

2. The total does not include a fractional share of 0.847 that was disposed of when the reporting person transferred shares from one account to another.

3. On February 24, 2025, the reporting person was granted 25,165 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.

4. On February 28, 2025, the reporting person was granted 1,245 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	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did TFC Chief Financial Officer Michael Baron Maguire report?

Michael Baron Maguire reported selling 13,000 shares of Truist Financial Corp common stock. The sale occurred on January 26, 2026 at a weighted average price of $50.128 per share, with individual sale prices ranging between $50.100 and $50.145.

How many Truist Financial (TFC) shares does the CFO own after this Form 4 sale?

After the reported sale, the Chief Financial Officer directly owns 74,323.197 shares of Truist Financial common stock. This figure reflects his beneficial ownership immediately following the January 26, 2026 transaction disclosed in the Form 4 filing.

What was the price range for the 13,000 TFC shares sold by the CFO?

The 13,000 shares were sold at a weighted average price of $50.128 per share. Actual prices received for individual trades ranged from $50.100 to $50.145, as disclosed, with detailed breakdowns available upon request from the reporting person.

What restricted stock units does the TFC CFO hold according to this filing?

The CFO holds 25,165 restricted stock units from a February 24, 2025 grant and 1,245 units from a February 28, 2025 grant. Each unit represents one TFC share, with both awards vesting in three equal installments in 2027, 2028, and 2029.

When do the Truist Financial (TFC) restricted stock units held by the CFO vest?

Both restricted stock unit awards vest in three equal installments. The installments are scheduled on March 15, 2027, March 15, 2028, and March 15, 2029, aligning the vesting of the 25,165-unit and 1,245-unit grants disclosed in the Form 4.

Does the Form 4 mention any fractional TFC shares related to the CFO’s holdings?

Yes. The filing notes that the total common stock amount excludes a fractional share of 0.847. This fractional share was disposed of when the reporting person transferred shares from one account to another, and is not included in the post-transaction total.