William H. Rogers Jr - May 13, 2022 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role: Chairman and CEO, Director
Signature: Carla Brenwald, Attorney-in-fact
Stock symbol: TFC
Transactions as of: May 13, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/17/2022, 03:53 PM
Previous filing: Mar 16, 2022
Next filing: Jun 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TFC	Common Stock						863K	May 13, 2022	Direct	F1
holding	TFC	Common Stock						11.2K	May 13, 2022	By 401(k)	F2
holding	TFC	Common Stock						50.4K	May 13, 2022	By grantor retained annuity trust	F1
holding	TFC	Common Stock						185K	May 13, 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
holding	TFC	Phantom Stock Unit						2.76K	May 13, 2022	Common Stock	2.76K	$0.00	Direct	F3
holding	TFC	Stock Option (right to buy)						143K	May 13, 2022	Common Stock	143K	$21.17	Direct	F4

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

Explanation of Responses:

Id	Content
F1	On May 13, 2022, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children made an annuity payment to the reporting person consisting of 113,100 shares of Truist common stock. The reporting person's wife is the trustee of the GRAT, and the reporting person is the sole recipient of the annuity payments made by the GRAT. This Form 4 is being filed to reflect the change in the form of the reporting person's beneficial ownership of the Truist common stock transferred by the GRAT from indirect to direct beneficial ownership.
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	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.