William H. Rogers Jr. - 23 Feb 2026 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role
Chairman and CEO, Director
Signature
Carla Brenwald, Attorney-in-fact
Issuer symbol
TFC
Transactions as of
23 Feb 2026
Net transactions value
$0
Form type
4
Filing time
25 Feb 2026, 14:18:34 UTC
Previous filing
22 Oct 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
ROGERS WILLIAM H JR Chairman and CEO, Director 214 N. TRYON STREET, CHARLOTTE Carla Brenwald, Attorney-in-fact 25 Feb 2026 0001182002

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TFC Common Stock Award $0 +17,690 +1.9% $0.000000 940,981 23 Feb 2026 Direct F1, F2
transaction TFC Common Stock Award $0 +25,692 +2.7% $0.000000 966,673 23 Feb 2026 Direct F3
transaction TFC Common Stock Award $0 +34,405 +3.6% $0.000000 1,001,078 23 Feb 2026 Direct F4
holding TFC Common Stock 13,518 23 Feb 2026 By 401(k) F5
holding TFC Common Stock 185,000 23 Feb 2026 By Trust
holding TFC Common Stock 85,570 23 Feb 2026 By 2023 GRAT

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TFC Restricted Stock Units Award $0 +76,861 $0.000000 76,861 23 Feb 2026 Common Stock 76,861 Direct F6
holding TFC Restricted Stock Units 84,913 23 Feb 2026 Common Stock 84,913 $0.000000 Direct F7
holding TFC Phantom Stock Unit 3,340 23 Feb 2026 Common Stock 3,340 $0.000000 Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 22, 2022, the reporting person was granted 53,071 restricted stock units, which shall vest and become earned in 1/3 increments over four 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 17,690 restricted stock units being earned.
F2 The total does not include a fractional share of 0.810 that was disposed of when the reporting person transferred shares from one account to another.
F3 On March 3, 2023, the reporting person was granted 77,076 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting year ending March 15, 2025, 2026, and 2027. The performance criteria for the second increment were met, resulting in 25,692 restricted stock units being earned.
F4 On February 26, 2024, the reporting person was granted 103,214 restricted stock units, which shall vest and become earned in 1/3 increments over four 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 34,405 restricted stock units being earned.
F5 Includes 148.738 shares acquired as a result of dividend reinvestment since last reported transaction.
F6 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.
F7 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.
F8 Represents phantom stock units under the Truist Nonqualified Defined Contribution Plan.
F9 Includes shares acquired as a result of dividend reinvestment since the last reported transaction.