Truist Financial (TFC) executive granted RSUs and earns performance stock

Rhea-AI Filing Summary

Truist Financial Corp executive Kristin Lesher reported equity awards and updated holdings. On February 23, 2026, she acquired 37,138 restricted stock units and 17,087 shares of common stock as a grant or award. The 17,087-share common stock award reflects performance criteria met on a prior 51,259-unit grant from February 26, 2024. The new 37,138 restricted stock units vest in three equal installments on March 15, 2028, March 15, 2029, and March 15, 2030, with each unit representing 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^*

Lesher Kristin

(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 Whlse Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A		17,087(1)	A	$0.0000	78,953	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	(2)	02/23/2026		A		37,138		(2)	(2)	Common Stock	37,138	$0.0000	37,138	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	39,038		39,038	D
Restricted Stock Units	(4)							(4)	(4)	Common Stock	1,947		1,947	D

Explanation of Responses:

1. On February 26, 2024, the reporting person was granted 51,259 restricted stock units, vesting in three equal installments on March 15, 2026, March 15, 2027, and March 15, 2028. The performance criteria for the first installment were met, resulting in 17,087 restricted stock units being earned.

2. On February 23, 2026, the reporting person was granted 37,138 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.

3. On February 24, 2025, the reporting person was granted 39,038 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 1,947 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	02/25/2026
	** 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 activity did Truist Financial (TFC) report for Kristin Lesher?

Truist Financial reported that executive Kristin Lesher acquired equity awards. She received 37,138 restricted stock units and 17,087 shares of common stock as grants or awards, reflecting both new long-term incentives and performance shares earned under a previous restricted stock unit grant.

How many Truist Financial (TFC) restricted stock units did Kristin Lesher receive?

Kristin Lesher received a grant of 37,138 restricted stock units. These units were awarded on February 23, 2026 and vest in three equal installments on March 15, 2028, March 15, 2029, and March 15, 2030, each representing the right to receive one TFC common share.

Why did Kristin Lesher receive 17,087 Truist Financial (TFC) common shares?

She received 17,087 TFC common shares because performance criteria from a prior award were met. The shares relate to a February 26, 2024 grant of 51,259 restricted stock units, where the first installment’s performance goals were achieved, causing that portion to be earned as common stock.

How do the new Truist Financial (TFC) restricted stock units for Kristin Lesher vest?

The 37,138 restricted stock units vest in three equal annual installments. Vesting dates are March 15, 2028, March 15, 2029, and March 15, 2030. Each vested unit converts into one share of Truist Financial common stock, aligning compensation with long-term company performance.

What does each Truist Financial (TFC) restricted stock unit granted to Kristin Lesher represent?

Each restricted stock unit granted to Kristin Lesher represents the right to receive one share of TFC common stock. Delivery occurs as the units vest over time, linking her compensation to Truist Financial’s share performance and encouraging long-term alignment with shareholders.

Are Kristin Lesher’s Truist Financial (TFC) equity awards open-market purchases or grants?

These transactions represent equity grants and earned awards, not open-market purchases. The Form 4 categorizes them as grant, award, or other acquisition, tied to company compensation programs, performance criteria, and scheduled vesting dates rather than discretionary stock market buying.