07/22/2026 | Press release | Distributed by Public on 07/22/2026 09:57
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock Unit | $ 0 (3) | 01/01/2000(3) | 01/01/2000(3) | Common Stock | 3,412.232 | 3,412.232(2) | D | ||||||||
| Restricted Stock Units | $ 0 (4) | 03/15/2027(4) | 03/15/2029(4) | Common Stock | 84,913 | 84,913 | D | ||||||||
| Restricted Stock Units | (5) | (5) | (5) | Common Stock | 76,861 | 76,861 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ROGERS WILLIAM H JR 214 N. TRYON STREET CHARLOTTE, NC 28202 |
X | Chairman & CEO | ||
| Carla Brenwald, Attorney-in-fact | 07/22/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On July 20, 2026, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children sold 13,250 shares of Truist common stock in connection with the pre-established termination of the GRAT on July 21, 2026. On July 21, 2026, the GRAT also made a final annuity payment to the reporting person consisting of 72,320 shares of Truist common stock, and this Form 4 reflects the change in the form of the reporting person's beneficial ownership of those shares from indirect to direct beneficial ownership. |
| (2) | Includes shares acquired as a result of dividend reinvestment since the last reported transaction. |
| (3) | Represents phantom stock units under the Truist Financial Corporation Non-Qualified Defined Contribution Plan. |
| (4) | 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. |
| (5) | 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. |