0001664272-22-000049.txt : 20220210 0001664272-22-000049.hdr.sgml : 20220210 20220210142647 ACCESSION NUMBER: 0001664272-22-000049 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220208 FILED AS OF DATE: 20220210 DATE AS OF CHANGE: 20220210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROGERS WILLIAM H JR CENTRAL INDEX KEY: 0001182002 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 22613192 MAIL ADDRESS: STREET 1: 214 N TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRUIST FINANCIAL CORP CENTRAL INDEX KEY: 0000092230 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560939887 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 214 NORTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 3367332000 MAIL ADDRESS: STREET 1: 214 NORTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: BB&T CORP DATE OF NAME CHANGE: 19970527 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN NATIONAL CORP /NC/ DATE OF NAME CHANGE: 19920703 4 1 f4_a1e2k00000rxkvsual-live.xml PRIMARY DOCUMENT X0306 4 2022-02-08 false 0000092230 TRUIST FINANCIAL CORP TFC 0001182002 ROGERS WILLIAM H JR 214 N. TRYON STREET CHARLOTTE NC 28202 true true false false Chief Executive Officer Common Stock 2022-02-08 4 M false 48326.5100 65.8500 A 760839.1930 D Common Stock 2022-02-08 4 F false 18066.0000 65.8500 D 742773.1930 D Common Stock 11090.5570 I By 401(k) Common Stock 163500.0000 I By grantor retained annuity trust Common Stock 185000.0000 I By Trust Restricted Stock Units 0.0000 2022-02-08 4 M false 48326.5100 0.0000 D 2022-02-08 2022-02-08 Common Stock 48326.5100 0.0000 D Phantom Stock Unit 0.0000 2000-01-01 2000-01-01 Common Stock 2740.5200 2740.5200 D Restricted Stock Unit 0.0000 2021-02-13 2021-02-13 Common Stock 1714.3000 1714.3000 D Stock Option (right to buy) 21.1700 2014-02-26 2023-02-26 Common Stock 142606.0000 142606.0000 D Includes shares acquired as a result of dividend reinvestment since the last reported transaction. 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. 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. 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. 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. 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. Carla Brenwald, Attorney-in-fact 2022-02-10