Truist (NYSE: TFC) CAO gains RSUs and performance stock awards

Rhea-AI Filing Summary

Truist Financial Corp executive Cynthia B. Powell, the Corporate Controller and Chief Accounting Officer, reported equity awards and related share activity. She received a grant of 7,386 restricted stock units on February 23, 2026, which will vest in four equal installments from March 15, 2027 through March 15, 2030.

In addition, performance-based awards previously granted in 2022, 2023, and 2024 met their respective criteria, resulting in Powell acquiring 1,782, 2,298, and 3,186 shares of common stock, all at a price of $0.00 per share. The filing also notes directly held restricted stock units totaling 7,472 and indirectly held 401(k) shares of 6,766.604 as of the latest plan statements.

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)
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		1,782(1)	A	$0.0000	2,449	D
Common Stock	02/23/2026		A		2,298(2)	A	$0.0000	4,747	D
Common Stock	02/23/2026		A		3,186(3)	A	$0.0000	7,933	D
Common Stock								6,766.604(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	(5)	02/23/2026		A		7,386		(5)	(5)	Common Stock	7,386	$0.0000	7,386	D
Restricted Stock Units	$0.0000(6)							03/15/2026(6)	03/15/2029(6)	Common Stock	7,472		7,472	D

Explanation of Responses:

1. On February 22, 2022, the reporting person was granted 5,347 restricted stock units, which shall vest and become earned in 1/3 increments over three years based on certain performance criteria for each vesting period ending March 15, 2024, 2025, and 2026. The performance criteria for the third increment were met, resulting in 1,782 restricted stock units being earned.

2. On February 27, 2023, the reporting person was granted 6,894 restricted stock units, which shall vest and become earned in 1/3 increments over three years based on certain performance criteria for each vesting period ending March 15, 2025, 2026, and 2027. The performance criteria for the second increment were met, resulting in 2,298 restricted stock units being earned.

3. On February 26, 2024, the reporting person was granted 9,556 restricted stock units, which shall vest and become earned in 1/3 increments over three years based on certain performance criteria for each vesting period ending March 15, 2026, 2027, and 2028. The performance criteria for the first increment were met, resulting in 3,186 restricted stock units being earned.

4. Includes 42.811 shares acquired between January 1, 2026 through February 19, 2026 under the Issuer's 401(k) plan. The information in this report is based on plan statements dated January 1, 2026 through February 19, 2026.

5. 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.

6. 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.

	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.
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FAQ

What equity awards did Cynthia B. Powell report in Truist (TFC) Form 4?

Cynthia B. Powell reported multiple equity awards, including a new grant of 7,386 restricted stock units on February 23, 2026. She also reported earned performance-based shares from prior RSU grants and updated totals for both restricted stock units and 401(k) plan holdings.

How many new restricted stock units did the Truist (TFC) CAO receive and when do they vest?

She received 7,386 restricted stock units on February 23, 2026. These units vest in four equal installments on March 15, 2027, March 15, 2028, March 15, 2029, and March 15, 2030, with each unit representing one share of Truist Financial common stock.

What performance-based RSUs vested for Cynthia B. Powell at Truist (TFC)?

Performance criteria were met for three prior RSU grants, resulting in 1,782, 2,298, and 3,186 common shares being earned. These relate to awards originally granted in 2022, 2023, and 2024, each vesting in one-third increments tied to specified performance periods.

What are Cynthia B. Powell’s reported restricted stock unit holdings in Truist (TFC)?

After the reported transactions, she holds 7,472 restricted stock units directly. These units stem from multiple RSU grants, some of which vest based on time schedules and others based on performance criteria, each representing the right to receive one share of common stock.

How many Truist (TFC) shares does Cynthia B. Powell hold through the 401(k) plan?

She indirectly holds 6,766.604 common shares through the issuer’s 401(k) plan. This figure includes 42.811 shares acquired between January 1, 2026 and February 19, 2026, based on plan statements covering that same reporting period.

Did Cynthia B. Powell buy or sell Truist (TFC) shares on the open market in this Form 4?

The Form 4 reports awards and vesting of equity grants, all at a stated price of $0.00 per share. The transactions are coded as grant or award acquisitions, with no open-market purchases or sales indicated in the disclosed transaction details.