William H. Rogers Jr - Feb 8, 2022 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role: Chief Executive Officer, Director
Signature: Carla Brenwald, Attorney-in-fact
Stock symbol: TFC
Transactions as of: Feb 8, 2022
Transactions value $: $1,992,655
Form type: 4
Date filed: 2/10/2022, 01:26 PM
Previous filing: Oct 20, 2021
Next filing: Feb 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TFC	Common Stock	Options Exercise	$3.18M	+48.3K	+6.78%	$65.85	761K	Feb 8, 2022	Direct
transaction	TFC	Common Stock	Tax liability	-$1.19M	-18.1K	-2.37%	$65.85	743K	Feb 8, 2022	Direct
holding	TFC	Common Stock						11.1K	Feb 8, 2022	By 401(k)	F2
holding	TFC	Common Stock						164K	Feb 8, 2022	By grantor retained annuity trust
holding	TFC	Common Stock						185K	Feb 8, 2022	By Trust

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	Options Exercise	$0	-48.3K	-100%	$0.00^*	0	Feb 8, 2022	Common Stock	48.3K	$0.00	Direct	F1, F6
holding	TFC	Phantom Stock Unit						2.74K	Feb 8, 2022	Common Stock	2.74K	$0.00	Direct	F1, F3
holding	TFC	Restricted Stock Unit						1.71K	Feb 8, 2022	Common Stock	1.71K	$0.00	Direct	F1, F4
holding	TFC	Stock Option (right to buy)						143K	Feb 8, 2022	Common Stock	143K	$21.17	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
F2	Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of Truist stock on the applicable measurement date.
F3	Represents phantom stock units under the SunTrust Banks, Inc. Deferred Compensation Plan, which merged into the Truist Financial Corporation Nonqualified Defined Contribution Plan effective as of June 1, 2020. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust phantom stock unit automatically converted into a Truist phantom stock unit in respect of shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. Each Truist phantom stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust phantom stock unit immediately prior to the effective time of the Merger.
F4	Represents performance-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a Truist restricted stock unit convertible into shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. Each Truist restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust performance-vested restricted stock unit immediately prior to the effective time of the Merger. If performance results in the award vesting at greater than 130% of target, the amount that vested in excess of 130% is subject to a one-year deferral.
F5	Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase shares of SunTrust common stock automatically converted into an option to purchase shares of Truist common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Each option to purchase shares of Truist common stock is subject to the same terms and conditions (including vesting and exercisability terms) as the corresponding option to purchase shares of SunTrust common stock immediately prior to the effective time of the Merger.
F6	Represents time-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan or the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan. Pursuant to the Merger Agreement at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a Truist time-vested restricted stock unit convertible into shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger.