=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-07-20
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: TRUIST FINANCIAL CORP (TFC)
CIK: 0000092230
--- Reporting Owner ---
Name: ROGERS WILLIAM H JR
CIK: 0001182002
Role: Director, Officer (Chairman & CEO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-07-20 | Code: S (Open market sale)
Shares: -13,250 | Price: $52.36
Total Value: $693,809.75
Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By 2023 GRAT
Footnotes:
[F1] On July 20, 2026, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children sold 13,250 shares of Truist common stock in connection with the pre-established termination of the GRAT on July 21, 2026. On July 21, 2026, the GRAT also made a final annuity payment to the reporting person consisting of 72,320 shares of Truist common stock, and this Form 4 reflects the change in the form of the reporting person's beneficial ownership of those shares from indirect to direct beneficial ownership.
--- Holdings ---
[Holding #1]
Security: Common Stock
Ownership: D (Direct)
Footnotes:
[F1] On July 20, 2026, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children sold 13,250 shares of Truist common stock in connection with the pre-established termination of the GRAT on July 21, 2026. On July 21, 2026, the GRAT also made a final annuity payment to the reporting person consisting of 72,320 shares of Truist common stock, and this Form 4 reflects the change in the form of the reporting person's beneficial ownership of those shares from indirect to direct beneficial ownership.
[Holding #2]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F2] Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
[Holding #3]
Security: Common Stock
Ownership: I (Indirect)
[Holding #4]
Security: Phantom Stock Unit
Ownership: D (Direct)
Footnotes:
[F3] Represents phantom stock units under the Truist Financial Corporation Non-Qualified Defined Contribution Plan.
[F3] Represents phantom stock units under the Truist Financial Corporation Non-Qualified Defined Contribution Plan.
[F3] Represents phantom stock units under the Truist Financial Corporation Non-Qualified Defined Contribution Plan.
[F2] Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
[Holding #5]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F4] On February 24, 2025, the reporting person was granted 84,913 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.
[F4] On February 24, 2025, the reporting person was granted 84,913 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.
[F4] On February 24, 2025, the reporting person was granted 84,913 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.
[Holding #6]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F5] On February 23, 2026, the reporting person was granted 76,861 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.
[F5] On February 23, 2026, the reporting person was granted 76,861 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.
[F5] On February 23, 2026, the reporting person was granted 76,861 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.
--- Footnotes (Complete Index) ---
F1: On July 20, 2026, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children sold 13,250 shares of Truist common stock in connection with the pre-established termination of the GRAT on July 21, 2026. On July 21, 2026, the GRAT also made a final annuity payment to the reporting person consisting of 72,320 shares of Truist common stock, and this Form 4 reflects the change in the form of the reporting person's beneficial ownership of those shares from indirect to direct beneficial ownership.
F2: Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
F3: Represents phantom stock units under the Truist Financial Corporation Non-Qualified Defined Contribution Plan.
F4: On February 24, 2025, the reporting person was granted 84,913 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.
F5: On February 23, 2026, the reporting person was granted 76,861 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.
--- Signature ---
/s/ Carla Brenwald, Attorney-in-fact (2026-07-22)
