Joseph M. Thompson - 01 Oct 2022 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role: Sr. Executive Vice President
Signature: Carla Brenwald, Attorney-in-fact
Issuer symbol: TFC
Transactions as of: 01 Oct 2022
Transactions value $: $1,596,109
Form type: 4
Filing time: 04 Oct 2022, 14:41:38 UTC
Previous filing: 16 Mar 2022
Next filing: 01 Mar 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TFC	Common Stock	Options Exercise	$2.91M	+66.8K	+122.61%	$43.54	121K	01 Oct 2022	Direct
transaction	TFC	Common Stock	Tax liability	-$1.31M	-30.1K	-24.84%	$43.54	91.1K	01 Oct 2022	Direct
holding	TFC	Common Stock						1.85K	01 Oct 2022	By 401(k)	F4

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	-66.8K	-100%	$0.00^*	0	01 Oct 2022	Common Stock	66.8K	$0.00	Direct	F2, F3
holding	TFC	Phantom Stock Unit						1.65K	01 Oct 2022	Common Stock	1.65K	$0.00	Direct	F1, F2

* 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	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.