William H. Rogers Jr - Jul 25, 2025 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role
Chairman & CEO, Director
Signature
Carla Brenwald, Attorney-in-fact
Stock symbol
TFC
Transactions as of
Jul 25, 2025
Transactions value $
$0
Form type
4
Date filed
7/29/2025, 10:32 AM
Previous filing
Mar 18, 2025
Next filing
Oct 22, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
ROGERS WILLIAM H JR Chairman & CEO, Director 214 N. TRYON STREET, CHARLOTTE Carla Brenwald, Attorney-in-fact 2025-07-29 0001182002

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TFC Common Stock 85.6K Jul 25, 2025 By 2023 GRAT F1
holding TFC Common Stock 828K Jul 25, 2025 Direct F1
holding TFC Common Stock 13.2K Jul 25, 2025 By 401(k) F2
holding TFC Common Stock 95.7K Jul 25, 2025 By grantor retained annuity trust
holding TFC Common Stock 185K Jul 25, 2025 By Trust

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
holding TFC Phantom Stock Unit 3.27K Jul 25, 2025 Common Stock 3.27K $0.00 Direct F3, F4
holding TFC Restricted Stock Units 84.9K Jul 25, 2025 Common Stock 84.9K $0.00 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 25, 2025, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children made an annuity payment to the reporting person consisting of 68,700 shares of Truist common stock. The reporting person's wife is the trustee of the GRAT, and the reporting person is the sole recipient of the annuity payments made by the GRAT. This Form 4 is being filed to reflect the change in the form of the reporting person's beneficial ownership of the Truist common stock transferred by the GRAT from indirect to direct beneficial ownership.
F2 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.
F3 Represents phantom stock units under the Truist Nonqualified Defined Contribution Plan.
F4 Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
F5 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.