SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROGERS WILLIAM H JR

(Last)

(First)

(Middle)

214 N. TRYON STREET

(Street)

CHARLOTTE

28202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP [ TFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/24/2025		A		11,979⁽¹⁾	A	$0.0000	703,429.644	D
Common Stock	02/24/2025		A		17,690⁽²⁾	A	$0.0000	721,119.644	D
Common Stock	02/24/2025		A		25,693⁽³⁾	A	$0.0000	746,812.644	D
Common Stock	02/24/2025		A		63,385⁽⁴⁾	A	$0.0000	810,197.644	D
Common Stock								12,901.602⁽⁵⁾	I	By 401(k)
Common Stock								185,000	I	By Trust
Common Stock								95,712	I	By grantor retained annuity trust
Common Stock								154,270	I	By 2023 GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁸⁾	02/25/2025		A		85,271		⁽⁸⁾	⁽⁸⁾	Common Stock	85,271	$0.0000	85,271	D
Phantom Stock Unit	$0.0000⁽⁶⁾							01/01/2000⁽⁶⁾	01/01/2000⁽⁶⁾	Common Stock	3,188.839		3,188.839⁽⁷⁾	D

Explanation of Responses:

1. On February 22, 2021, the reporting person was granted 35,940 restricted stock units, which vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2023, 2024, and 2025. The performance criteria for 2025 were met, resulting in 11,979 restricted stock units being earned.

2. On February 22, 2022, the reporting person was granted 53,071 restricted stock units, which vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2024, 2025, and 2026. The performance criteria for 2025 were met, resulting in 17,690 restricted stock units being earned.

3. On March 3, 2023, the reporting person was granted 77,076 restricted stock units, which vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2025, 2026, and 2027. The performance criteria for 2025 were met, resulting in 25,693 restricted stock units being earned.

4. On February 22, 2022, the reporting person was granted 60,598 performance based stock units at the Target Level of Achievement, which vest and become earned based on the pre-established three-year (January 1, 2022 through December 31, 2024) performance period's ROACE and ROATCE performance measures. Transaction represents the satisfaction of performance measures at 104.6% of the Target Level of Achievement, resulting in 63,385 shares being earned.

5. 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.

6. Represents phantom stock units under the Truist Nonqualified Deferred Compensation Plan.

7. Includes shares acquired as a result of dividend reinvestment since the last reported transaction.

8. On February 25, 2025, the reporting person was granted 85,271 restricted stock units, vesting in three equal annual 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.

	Carla Brenwald, Attorney-in-fact	02/26/2025
	** Signature of Reporting Person	Date
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