Hugh S. Cummins III - Mar 15, 2022 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role: Vice Chair
Signature: Carla Brenwald, Attorney-in-fact
Stock symbol: TFC
Transactions as of: Mar 15, 2022
Transactions value $: -$141,221
Form type: 4
Date filed: 3/16/2022, 06:24 PM
Previous filing: Feb 23, 2022
Next filing: Sep 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TFC	Common Stock	Tax liability	-$141K	-2.43K	-1.03%	$58.02	233K	Mar 15, 2022	Direct	F4
holding	TFC	Common Stock						3.92K	Mar 15, 2022	By 401(k)

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
holding	TFC	Phantom Stock Unit						1.63K	Mar 15, 2022	Common Stock	1.63K	$0.00	Direct	F1, F2
holding	TFC	Restricted Stock Units						87K	Mar 15, 2022	Common Stock	87K	$0.00	Direct	F2, F3
holding	TFC	Stock Option (right to buy)						55.9K	Mar 15, 2022	Common Stock	55.9K	$21.17	Direct	F5

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

Explanation of Responses:

Id	Content
F1	Represents phantom stock units under the SunTrust Banks, Inc. Deferred Compensation Plan. 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.
F2	Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
F3	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.
F4	Includes 3.488 shares acquired (after withholding for taxes) as a result of dividend equivalents being paid on a prior performance unit award that distributed on February 11, 2022, which was the record date for Truist's first quarter dividend.
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.