Truist Financial (TFC) director reports 4,027 restricted stock units and phantom units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Truist Financial Corp director Dallas S. Clement reported an equity award and updated deferred holdings. He received a grant of 4,027 restricted stock units at a price of $0.00 per unit under the Truist Financial Corporation 2022 Incentive Plan, with a deferral election in the non-employee directors' deferred compensation plan. These restricted stock units convert into Truist common stock on a one-for-one basis, with share payments beginning after his departure from the Board.

Following the transactions, Clement directly holds 23,542 restricted stock units, 13,726.328 phantom stock units under a legacy SunTrust directors' deferred compensation plan, 16,473.691 phantom stock units under legacy SunTrust stock plans, and 2,923 shares of common stock, which include shares acquired through dividend reinvestment.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider CLEMENT DALLAS S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	4,027	$0.00	--
holding	Phantom Stock Unit	--	--	--
holding	Phantom Stock Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 23,542 shares (Direct); Phantom Stock Unit — 13,726.328 shares (Direct); Phantom Stock Units — 16,473.691 shares (Direct); Common Stock — 2,923 shares (Direct)

Footnotes (1)

Represents restricted stock units granted under the Truist Financial Corporation 2022 Incentive Plan, as amended, for which a deferral election has been made pursuant to the Truist Financial Corporation Amended and Restated Non-Employee Directors' Deferred Compensation Plan. Payments in the form of shares of common stock commence following the reporting person's departure from the Board of Directors of Truist Financial Corporation. These securities convert to common stock on a one-for-one basis. Includes shares acquired as a result of dividend reinvestment since the last reported transaction. Represents phantom stock units issued prior to the merger under the SunTrust Banks, Inc. Directors' Deferred Compensation Plan with respect to the deferral of meeting and/or retainer fees payable in cash. Payments commence following the reporting person's departure from the Board of Directors of Truist Financial Corporation. These securities convert to the cash equivalent value of Truist common stock on a one-for-one basis. Represents phantom stock units issued prior to the merger under the SunTrust Banks, Inc. 2009 Stock Plan or 2018 Omnibus Incentive Compensation Plan for which the director made an election to defer receipt until departure from the Board. These securities convert to the cash equivalent value of Truist common stock on a one-for-one basis.

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Form 4 Insider Transactions: What Each Field Means →

02/26/2026 - 02:28 PM

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

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^*

CLEMENT DALLAS S

(Last)

(First)

(Middle)

214 N. TRYON STREET

(Street)

CHARLOTTE

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,923	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	02/24/2026		A		4,027		⁽¹⁾	⁽¹⁾	Common Stock	4,027	$0.0000	23,542⁽²⁾	D
Phantom Stock Unit	$0.0000⁽³⁾							01/01/2000⁽³⁾	01/01/2000⁽³⁾	Common Stock	13,726.328		13,726.328⁽²⁾	D
Phantom Stock Units	$0.0000⁽⁴⁾							01/01/2000⁽⁴⁾	01/01/2000⁽⁴⁾	Common Stock	16,473.691		16,473.691⁽²⁾	D

Explanation of Responses:

1. Represents restricted stock units granted under the Truist Financial Corporation 2022 Incentive Plan, as amended, for which a deferral election has been made pursuant to the Truist Financial Corporation Amended and Restated Non-Employee Directors' Deferred Compensation Plan. Payments in the form of shares of common stock commence following the reporting person's departure from the Board of Directors of Truist Financial Corporation. These securities convert to common stock on a one-for-one basis.

2. Includes shares acquired as a result of dividend reinvestment since the last reported transaction.

3. Represents phantom stock units issued prior to the merger under the SunTrust Banks, Inc. Directors' Deferred Compensation Plan with respect to the deferral of meeting and/or retainer fees payable in cash. Payments commence following the reporting person's departure from the Board of Directors of Truist Financial Corporation. These securities convert to the cash equivalent value of Truist common stock on a one-for-one basis.

4. Represents phantom stock units issued prior to the merger under the SunTrust Banks, Inc. 2009 Stock Plan or 2018 Omnibus Incentive Compensation Plan for which the director made an election to defer receipt until departure from the Board. These securities convert to the cash equivalent value of Truist common stock on a one-for-one basis.

	Carla Brenwald, Attorney-in-fact	02/26/2026
	** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Truist Financial (TFC) director Dallas S. Clement report?

Dallas S. Clement reported receiving 4,027 restricted stock units at $0.00 per unit under a Truist incentive plan. These units are deferred as part of a non-employee directors' deferred compensation program and will convert into common stock after he leaves the Board.

How do Dallas S. Clement’s new restricted stock units at Truist Financial (TFC) work?

The 4,027 restricted stock units granted to Dallas S. Clement convert into Truist common stock on a one-for-one basis. Payouts in shares begin only after he departs the Board, reflecting long-term, deferred equity compensation rather than an immediate cash or stock benefit.

What phantom stock unit holdings does Dallas S. Clement report at Truist Financial (TFC)?

Dallas S. Clement reports 13,726.328 phantom stock units from a legacy SunTrust directors’ deferred compensation plan and 16,473.691 phantom stock units from SunTrust stock plans. Both series convert to the cash-equivalent value of Truist common stock on a one-for-one basis at payout.

When will Dallas S. Clement receive payouts from his Truist Financial (TFC) deferred awards?

Payments linked to both the restricted stock units and legacy SunTrust phantom stock units commence after Dallas S. Clement’s departure from the Truist Financial Board. Restricted stock units pay out in shares, while phantom stock units pay the cash-equivalent value of Truist common stock.

What are Dallas S. Clement’s reported direct common stock holdings in Truist Financial (TFC)?

Dallas S. Clement reports direct ownership of 2,923 shares of Truist common stock. The footnotes state this total includes shares acquired through dividend reinvestment since his last reported transaction, reflecting incremental growth in his direct share position over time.

Are the Truist Financial (TFC) awards to Dallas S. Clement stock purchases on the open market?

No, the filing describes a grant of 4,027 restricted stock units as an award under company incentive and deferred compensation plans. There is no indication of open-market buying or selling; the units were awarded at $0.00 per unit as part of director compensation.