ROGERS WILLIAM H JR 4

4 · TRUIST FINANCIAL CORP · Filed Feb 25, 2026

Insider Transaction Report

Form 4

Period: 2026-02-23

TRUIST FINANCIAL CORPTFC

ROGERS WILLIAM H JR

DirectorChairman and CEO

Transactions

Award
Common Stock
[F1][F2]
2026-02-23+17,690→ 940,980.834 total
Award
Common Stock
[F3]
2026-02-23+25,692→ 966,672.834 total
Award
Common Stock
[F4]
2026-02-23+34,405→ 1,001,077.834 total
Award
Restricted Stock Units
[F6]
2026-02-23+76,861→ 76,861 total
→ Common Stock (76,861 underlying)

Holdings

Common Stock
[F5]
(indirect: By 401(k))
13,517.679
Common Stock
(indirect: By Trust)
185,000
Common Stock
(indirect: By 2023 GRAT)
85,570
Restricted Stock Units
[F7]
Exercise: $0.00From: 2027-03-15Exp: 2029-03-15→ Common Stock (84,913 underlying)
84,913
Phantom Stock Unit
[F8][F9]
Exercise: $0.00From: 2000-01-01Exp: 2000-01-01→ Common Stock (3,340.39 underlying)
3,340.39

Footnotes (9)

[F1]On February 22, 2022, the reporting person was granted 53,071 restricted stock units, which shall 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 the third increment were met, resulting in 17,690 restricted stock units being earned.
[F2]The total does not include a fractional share of 0.810 that was disposed of when the reporting person transferred shares from one account to another.
[F3]On March 3, 2023, the reporting person was granted 77,076 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting year ending March 15, 2025, 2026, and 2027. The performance criteria for the second increment were met, resulting in 25,692 restricted stock units being earned.
[F4]On February 26, 2024, the reporting person was granted 103,214 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2026, 2027, and 2028. The performance criteria for the first increment were met, resulting in 34,405 restricted stock units being earned.
[F5]Includes 148.738 shares acquired as a result of dividend reinvestment since last reported transaction.
[F6]On February 23, 2026, the reporting person was granted 76,861 restricted stock units, vesting in three equal installments on March 15, 2028, March 15, 2029, and March 15, 2030. Each restricted stock unit represents a right to receive one share of TFC common stock.
[F7]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.
[F8]Represents phantom stock units under the Truist Nonqualified Defined Contribution Plan.
[F9]Includes shares acquired as a result of dividend reinvestment since the last reported transaction.

Signature

Carla Brenwald, Attorney-in-fact|2026-02-25

Documents

1 file

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f4_a1eus0000084qfsma2-live.xmlPrimary
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