William H. Rogers Jr - Oct 20, 2025 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role: Chairman and CEO, Director
Signature: Carla Brenwald, Attorney-in-fact
Stock symbol: TFC
Transactions as of: Oct 20, 2025
Transactions value $: $0
Form type: 4
Date filed: 10/22/2025, 12:12 PM
Previous filing: Jul 29, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
ROGERS WILLIAM H JR	Chairman and CEO, Director	214 N. TRYON STREET, CHARLOTTE	Carla Brenwald, Attorney-in-fact	2025-10-22	0001182002

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TFC	Common Stock						923K	Oct 20, 2025	Direct	F1
holding	TFC	Common Stock						13.4K	Oct 20, 2025	By 401(k)	F2
holding	TFC	Common Stock						0	Oct 20, 2025	By grantor retained annuity trust	F1
holding	TFC	Common Stock						85.6K	Oct 20, 2025	By 2023 GRAT
holding	TFC	Common Stock						185K	Oct 20, 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						3.3K	Oct 20, 2025	Common Stock	3.3K	$0.00	Direct	F3, F4
holding	TFC	Restricted Stock Units						84.9K	Oct 20, 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 October 20, 2025, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children made a final annuity payment to the reporting person consisting of 95,712 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. Upon termination of the GRAT, no shares of Truist common stock were transferred to the residual beneficiaries of the GRAT.
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 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.