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Truist (NYSE: TFC) Chief Risk Officer exercises RSUs, withholds 9,115 shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TRUIST FINANCIAL CORP Chief Risk Officer Bradley D. Bender exercised compensation awards and settled related taxes. On June 1, 2026, he exercised 16,149 restricted stock units into common shares. To cover tax obligations, 9,115 common shares were withheld at $46.87 per share.

Following these transactions, Bender directly held 21,896 shares of Truist common stock. He also retained multiple outstanding restricted stock unit awards, each convertible into one share of common stock, with amounts including 18,202 units and 17,293 units that vest in future years.

Positive

  • None.

Negative

  • None.
Insider Bender Bradley D
Role Chief Risk Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 16,149 $0.00 --
Exercise Common Stock 16,149 $0.00 --
Tax Withholding Common Stock 9,115 $46.87 $427K
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 21,896 shares (Direct, null)
Footnotes (1)
  1. On June 1, 2023, the reporting person was granted 16,149 restricted stock units, which cliff vest on June 1, 2026. Each restricted stock unit represents a right to receive one share of TFC common stock. On February 27, 2023, the reporting person was granted 8,686 restricted stock units, vesting in three equal installments on March 15, 2025, March 15, 2026, and March 15, 2027. Each restricted stock unit represents a right to receive one share of TFC common stock. On February 26, 2024, the reporting person was granted 12,366 restricted stock units, vesting in three equal installments on March 15, 2026, March 15, 2027, and March 15, 2028. Each restricted stock unit represents a right to receive one share of TFC common stock. On February 24, 2025, the reporting person was granted 18,202 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. On February 28, 2025, the reporting person was granted 883 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. On February 23, 2026, the reporting person was granted 17,293 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.
RSUs exercised 16,149 shares Restricted stock units converted to common stock on June 1, 2026
Tax-withholding shares 9,115 shares Common shares withheld to satisfy obligations on June 1, 2026
Withholding price $46.87 per share Value used for tax-withholding disposition of 9,115 shares
Common shares after F transaction 12,781 shares Direct common stock holdings after tax-withholding disposition
Common shares after exercise 21,896 shares Direct common stock holdings after RSU exercise on June 1, 2026
RSU grant June 1, 2023 16,149 units Award that cliff vested on June 1, 2026 (now exercised)
RSU grant Feb 24, 2025 18,202 units RSUs vesting in three installments starting March 15, 2027
RSU grant Feb 23, 2026 17,293 units RSUs vesting in three installments starting March 15, 2028
Restricted Stock Units financial
"On June 1, 2023, the reporting person was granted 16,149 restricted stock units, which cliff vest on June 1, 2026."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"Exercise or conversion of derivative security"
cliff vest financial
"16,149 restricted stock units, which cliff vest on June 1, 2026."
A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.
vesting in three equal installments financial
"vesting in three equal installments on March 15, 2025, March 15, 2026, and March 15, 2027."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Bender Bradley D
(Last)(First)(Middle)
214 N. TRYON STREET
(Street)
CHARLOTTE NORTH CAROLINA 28202
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP [ TFC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Risk Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026M16,149A(1)21,896D
Common Stock06/01/2026F9,115D$46.8712,781D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/01/2026M16,149 (1) (1)Common Stock16,149$0.00000.0000D
Restricted Stock Units(2) (2) (2)Common Stock2,8952,895D
Restricted Stock Units$0.0000(3)03/15/2026(3)03/15/2028(3)Common Stock8,2438,243D
Restricted Stock Units(6) (6) (6)Common Stock17,29317,293D
Restricted Stock Units(4) (4) (4)Common Stock18,20218,202D
Restricted Stock Units(5) (5) (5)Common Stock883883D
Explanation of Responses:
1. On June 1, 2023, the reporting person was granted 16,149 restricted stock units, which cliff vest on June 1, 2026. Each restricted stock unit represents a right to receive one share of TFC common stock.
2. On February 27, 2023, the reporting person was granted 8,686 restricted stock units, vesting in three equal installments on March 15, 2025, March 15, 2026, and March 15, 2027. Each restricted stock unit represents a right to receive one share of TFC common stock.
3. On February 26, 2024, the reporting person was granted 12,366 restricted stock units, vesting in three equal installments on March 15, 2026, March 15, 2027, and March 15, 2028. Each restricted stock unit represents a right to receive one share of TFC common stock.
4. On February 24, 2025, the reporting person was granted 18,202 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.
5. On February 28, 2025, the reporting person was granted 883 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.
6. On February 23, 2026, the reporting person was granted 17,293 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.
Carla Brenwald, Attorney-in-fact06/03/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Truist Financial (TFC) report for Bradley D. Bender?

Truist reported that Chief Risk Officer Bradley D. Bender exercised 16,149 restricted stock units into common stock on June 1, 2026. These units were previously granted equity awards, each representing the right to receive one share of TFC common stock when vested and exercised.

How many Truist (TFC) shares were withheld for taxes in Bradley Bender’s Form 4?

The filing shows 9,115 shares of common stock were withheld as a tax-withholding disposition at $46.87 per share. This F-code transaction reflects shares surrendered to satisfy tax obligations, rather than an open-market sale of Truist stock.

What are Bradley Bender’s common stock holdings after the June 1, 2026 Truist (TFC) transactions?

After the reported transactions, Bradley D. Bender directly held 21,896 shares of Truist common stock. This post-transaction figure reflects both the shares acquired from exercising restricted stock units and the shares withheld to cover associated tax liabilities on the same date.

What restricted stock units remain outstanding for Bradley Bender at Truist (TFC)?

The filing lists several remaining restricted stock unit positions, including awards underlying 18,202, 17,293, 8,243, 2,895, and 883 shares of Truist common stock. These units generally vest in future installments and convert into one share per unit when delivered.

Was Bradley Bender’s Truist (TFC) transaction an open-market sale or a tax withholding?

The Form 4 characterizes the 9,115 shares as a code F tax-withholding disposition, used to pay exercise price or tax liability. This indicates shares were surrendered to meet obligations, not sold in a discretionary open-market transaction by the executive.