Truist Financial (NYSE: TFC) CRO nets shares from RSU conversion

Rhea-AI Filing Summary

Truist Financial Corp chief risk officer Bradley D. Bender exercised restricted stock units and settled related taxes using shares. On February 13, 2026, he converted 2,604 restricted stock units into 2,604 shares of common stock and then delivered 841 shares at $51.90 per share to cover tax withholding, leaving 2,263 common shares owned directly.

The filing also reports multiple outstanding restricted stock unit awards with balances such as 803, 5,790, 16,149, 12,366, 18,202 and 883 units. Footnotes explain these RSUs were granted between 2022 and 2025, with each unit representing one TFC share and vesting on specified dates from 2024 through 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^*

Bender Bradley D

(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 Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		2,604	A	$0.0000	3,104	D
Common Stock	02/13/2026		F		841	D	$51.9	2,263	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	(1)	02/13/2026		M			2,604	(1)	(1)	Common Stock	2,604	$0.0000(1)	0.0000	D
Restricted Stock Units	$0.0000(2)							03/15/2024(2)	03/15/2026(2)	Common Stock	803		803	D
Restricted Stock Units	$0.0000(3)							03/15/2025(3)	03/15/2027(3)	Common Stock	5,790		5,790	D
Restricted Stock Units	$0.0000(4)							06/01/2026(4)	06/01/2026(4)	Common Stock	16,149		16,149	D
Restricted Stock Units	$0.0000(5)							03/15/2026(5)	03/15/2028(5)	Common Stock	12,366		12,366	D
Restricted Stock Units	(6)							(6)	(6)	Common Stock	18,202		18,202	D
Restricted Stock Units	(7)							(7)	(7)	Common Stock	883		883	D

Explanation of Responses:

1. On February 1, 2022, the reporting person was granted 7,810 restricted stock units, vesting in three equal installments on February 15, 2024, February 15, 2025, and February 15, 2026. Each restricted stock unit represents a right to receive one share of TFC common stock.

2. On February 22, 2022, the reporting person was granted 2,412 restricted stock units, vesting in three equal installments on March 15, 2024, March 15, 2025, and March 15, 2026. Each restricted stock unit represents a right to receive one share of TFC common stock.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

	Carla Brenwald, Attorney-in-fact	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did TFC executive Bradley D. Bender report?

Bradley D. Bender reported exercising 2,604 restricted stock units into common stock and using 841 shares, valued at $51.90 each, to satisfy tax withholding. After these transactions, he directly owned 2,263 shares of Truist Financial Corp common stock, according to the Form 4 filing.

Did the TFC Form 4 show an open-market stock sale by Bradley D. Bender?

The Form 4 does not show an open-market sale. It records a derivative exercise of 2,604 restricted stock units and a disposition of 841 shares coded “F,” meaning shares were delivered to cover tax liability rather than sold in a traditional market transaction.

How many Truist Financial (TFC) shares does Bradley D. Bender now own directly?

After the reported transactions, Bradley D. Bender directly owns 2,263 shares of Truist Financial Corp common stock. This figure reflects the conversion of 2,604 restricted stock units into shares and the subsequent delivery of 841 shares to satisfy associated tax withholding obligations.

What does transaction code M mean in the TFC Form 4 for Bradley D. Bender?

Transaction code M indicates an exercise or conversion of a derivative security. In this case, 2,604 restricted stock units were converted into an equal number of Truist Financial Corp common shares, with no cash exercise price reported, as each unit represents a right to receive one share.

Why were 841 TFC shares disposed of at $51.90 in Bradley D. Bender’s filing?

The 841 shares disposed of at $51.90 per share are coded F, meaning they were delivered to pay exercise price or tax liability. Here, they served as a tax-withholding mechanism tied to the restricted stock unit conversion rather than a voluntary sale into the open market.

What restricted stock unit grants for TFC does Bradley D. Bender still hold?

The filing lists several RSU awards with remaining balances of 803, 5,790, 16,149, 12,366, 18,202 and 883 units. Footnotes state these were granted between 2022 and 2025 and vest on scheduled dates between 2024 and 2029, each unit equaling one Truist Financial share.