Stengel Scott A 4

What Happened

• Scott A. Stengel, Chief Legal Officer of Truist Financial Corp (TFC), had 11,416 restricted stock units (RSUs) vest on February 13, 2026 (acquired at $0.00). To satisfy tax withholding, 3,346 of those shares were surrendered/withheld at an attributed price of $51.90 per share, generating a withholding value of $173,657 (reported as a disposition under code F). The net newly issued shares to Stengel after withholding were the remainder of the vested RSUs.

Key Details

• Transaction date: February 13, 2026 (reported February 18, 2026 — filing appears one business day late vs. the typical two-business-day Form 4 deadline).
• Vesting/acquisition: 11,416 RSUs vested (code A) at $0.00.
• Tax withholding: 3,346 shares withheld (code F) at $51.90, total ~$173,657.
• Shares owned after transaction: Not disclosed in this filing.
• Relevant footnotes:
  • F1: The 11,416 RSUs vested as part of a 34,246 RSU grant from Feb 1, 2024, which vests ratably over three years based on performance; the 2026 performance period was met.
  • F2–F3: Additional RSU grants from Feb 24 and Feb 28, 2025 (15,780 and 798 RSUs) vest in future years (2027–2029) and were not affected.
• Transaction codes: A = Award/Acquisition (RSU vesting); F = Payment of tax liability via share withholding (not an open-market sale).

Context

• This is a compensation-related vesting event, not a purchase or open-market sale; withholding to cover taxes is routine and common when RSUs vest. Such withholdings do not necessarily indicate insider sentiment about the company’s stock price.