Truist (NYSE: TFC) CAO exercises 1,929 RSUs, with 2,476 shares withheld for tax

Rhea-AI Filing Summary

Truist Financial Corp executive Cynthia B. Powell reported routine equity compensation activity. On March 13, 2026, she exercised 1,929 restricted stock units, receiving an equal number of Truist common shares at an exercise price of $0.00 per share.

To cover tax obligations, 2,476 common shares were disposed of at $43.83 per share through share withholding, not an open-market sale. Following these transactions, she directly held 7,386 Truist common shares and 7,386 restricted stock units that each represent one future share of common stock, plus additional indirect holdings through the company’s 401(k) plan.

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)
03/13/2026

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	03/13/2026		M		1,929	A	$0.0000	9,862	D
Common Stock	03/13/2026		F		2,476	D	$43.83	7,386	D
Common Stock								6,995.07(2)	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	(1)	03/13/2026		M			1,929	(1)	(1)	Common Stock	1,929	(1)	5,543	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	7,386		7,386	D

Explanation of Responses:

1. 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.

2. Includes 228.466 shares acquired between February 20, 2026 through March 13, 2026, under the Issuer's 401(k) plan. The information in this report is based on plan statements dated February 20, 2026 through March 13, 2026.

3. On February 23, 2026, the reporting person was granted 7,386 restricted stock units, vesting in four equal installments on March 15, 2027, 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-fact	03/17/2026
	** 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).
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FAQ

What insider transaction did Cynthia B. Powell report at Truist Financial (TFC)?

Cynthia B. Powell exercised 1,929 restricted stock units into Truist common shares on March 13, 2026. This was part of an existing RSU grant and reflects routine equity compensation rather than an open-market stock purchase or sale.

How many Truist (TFC) shares were used for Cynthia Powell’s tax withholding?

To satisfy tax obligations related to the vesting and settlement of restricted stock units, 2,476 Truist common shares were disposed of at $43.83 per share. This tax withholding was processed in shares and does not represent a discretionary open-market sale by Powell.

What Truist (TFC) equity awards does Cynthia Powell still hold after this Form 4?

After the reported transactions, Powell held 7,386 restricted stock units, each representing one future share of Truist common stock. These RSUs vest in four equal installments on March 15, 2027, March 15, 2028, March 15, 2029, and March 15, 2030, subject to continued service.

How many Truist (TFC) common shares does Cynthia Powell hold directly and indirectly?

Following the transactions, Powell directly held 7,386 Truist common shares. She also held an indirect position of 6,995.070 shares through the company’s 401(k) plan, which includes 228.466 shares acquired between February 20, 2026 and March 13, 2026 under that plan.

Were Cynthia Powell’s Truist (TFC) transactions open-market buys or sells?

The Form 4 shows no open-market purchases or sales by Powell. The primary activity was exercising restricted stock units and a share disposition coded “F,” meaning shares were withheld to pay tax obligations rather than sold through a discretionary market transaction.

What earlier RSU grant to Cynthia Powell is referenced in this Truist (TFC) filing?

A February 24, 2025 grant of 7,719 restricted stock units to Powell is referenced. The filing notes remaining tranches vesting 1,929 on March 15, 2026, 1,930 on March 15, 2027, 1,930 on March 15, 2028, and 1,683 on March 15, 2029, each convertible into one common share.