0001664272-22-000284.txt : 20221004 0001664272-22-000284.hdr.sgml : 20221004 20221004145516 ACCESSION NUMBER: 0001664272-22-000284 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221001 FILED AS OF DATE: 20221004 DATE AS OF CHANGE: 20221004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cummins Hugh S. III CENTRAL INDEX KEY: 0001701995 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 221290959 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_a1e2k00000rxofhua1-live.xml PRIMARY DOCUMENT X0306 4 2022-10-01 false 0000092230 TRUIST FINANCIAL CORP TFC 0001701995 Cummins Hugh S. III 214 N. TRYON STREET CHARLOTTE NC 28202 false true false false Vice Chair Common Stock 2022-10-01 4 M false 88858.0810 43.5400 A 325862.6100 D Common Stock 2022-10-01 4 F false 39489.0000 43.5400 D 286373.6100 D Common Stock 4036.5190 I By 401(k) Restricted Stock Units 0.0000 2022-10-01 4 M false 88858.0810 0.0000 D 2022-10-01 2022-10-01 Common Stock 88858.0810 0.0000 D Phantom Stock Unit 0.0000 2000-01-01 2000-01-01 Common Stock 1659.9030 1659.9030 D Stock Option (right to buy) 21.1700 2014-02-26 2023-02-26 Common Stock 55924.0000 55924.0000 D 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. 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. 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. 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. Carla Brenwald, Attorney-in-fact 2022-10-04