Truist Financial (NYSE: TFC) officer updates RSU holdings and 401(k) shares

Rhea-AI Filing Summary

Truist Financial Corp. officer reports stock activity tied to restricted stock units (RSUs). On 12/04/2025, 247 RSUs converted into the same number of shares of TFC common stock at an exercise price of $0.0000. On the same date, 247 shares were withheld at $46.50 per share to cover FICA and related tax obligations associated with the reporting person's retirement eligibility, leaving 4,167 shares of common stock held directly.

The officer also reports 6,649.81 shares held indirectly through the company 401(k) plan. The RSU award originally granted on February 24, 2025 totaled 7,719 units, each representing one share of TFC common stock, with remaining tranches scheduled to vest between March 15, 2026 and March 15, 2029. After the reported transactions, the officer holds 7,472 RSUs directly.

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^*

Powell Cynthia B

(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)
	Corp. Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2025

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	12/04/2025		M		247(1)	A	$0.0000	4,414	D
Common Stock	12/04/2025		F		247(2)	D	$46.5	4,167	D
Common Stock								6,649.81(4)	I	By 401(k)

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)	12/04/2025		M		247		(3)	(3)	Common Stock	247	$0.0000	7,472	D

Explanation of Responses:

1. Represents the number of restricted stock units ("RSUs") having a value sufficient to cover certain tax withholding obligations as described in footnote 2 below.

2. Represents RSUs withheld from an award granted to the reporting person to satisfy FICA and related taxes associated with the retirement eligibility of the reporting person under the terms of the award.

3. On February 24, 2025, the reporting person was granted 7,719 RSUs. Each RSU represents a right to receive one share of TFC common stock. The remaining RSUs vest as follows: 1,929 on March 15, 2026, 1,930 on each of March 15, 2027 and March 15, 2028, and 1,683 on March 15, 2029.

4. Includes 473.462 shares acquired between January 1, 2025 and September 30, 2025 under the Issuer's 401(k) plan. The information in this report is based on plan statements dated January 1, 2025 through September 30, 2025.

	Carla Brenwald, Attorney-in-fact	12/08/2025
	** 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 Truist Financial (TFC) report in this filing?

The company reported that a senior officer had 247 restricted stock units (RSUs) convert into 247 shares of Truist Financial Corp. common stock on 12/04/2025, followed by the withholding of 247 shares to cover tax obligations.

How many Truist Financial (TFC) shares does the officer own directly after this transaction?

Following the reported RSU conversion and tax withholding, the officer directly owns 4,167 shares of Truist Financial common stock.

How many Truist Financial (TFC) shares are held through the 401(k) plan?

The officer reports 6,649.81 shares of Truist Financial common stock held indirectly through the issuer's 401(k) plan, based on plan statements through September 30, 2025.

What RSU grant does this Truist Financial (TFC) filing describe?

The filing notes an RSU grant of 7,719 restricted stock units awarded on February 24, 2025. Each unit represents a right to receive one share of TFC common stock, with remaining units scheduled to vest between March 15, 2026 and March 15, 2029.

Why were some Truist Financial (TFC) shares withheld in this transaction?

The 247 shares marked with transaction code F were withheld to satisfy FICA and related tax obligations tied to the officer's retirement eligibility under the terms of the RSU award.

How many restricted stock units in Truist Financial (TFC) does the officer still hold after this event?

After the reported activity, the officer holds 7,472 restricted stock units, each corresponding to one potential share of Truist Financial common stock upon future vesting.