Lesher Kristin 4

4 · TRUIST FINANCIAL CORP · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

Truist (TFC) Kristin Lesher Receives RSUs; Sells Shares for Taxes

What Happened

Kristin Lesher, Chief Wholesale Banking Officer at Truist Financial (TFC), had 54,831 restricted stock units (RSUs) vest on Feb 12, 2026 (reported as an award). To satisfy tax withholding, 21,061 of those shares were delivered/disposed at $52.07 each, producing proceeds of $1,096,646. The RSUs were reported at $0.00 acquisition price (standard for vested awards).
Net from this event: 54,831 RSUs vested and 21,061 shares were withheld/sold for taxes, leaving a net increase of 33,770 shares issued to Lesher from this vesting.

Key Details

Transaction date: 2026-02-12. Report filed: 2026-02-17 (file appears to be one business day late).
Award: 54,831 RSUs (code A) reported at $0.00.
Tax withholding/disposition: 21,061 shares disposed at $52.07 each; total proceeds ≈ $1,096,646 (code F).
Shares owned after transaction: not specified in the provided filing excerpt.
Footnotes of note:
- F1: These 54,831 RSUs are part of a 3‑year, performance‑based grant of 164,492 RSUs (granted Mar 1, 2024) that vest ratably for vesting years ending Feb 12, 2025–2027; the performance condition for the 2026 vesting year was met.
- F2/F3: Lesher also has separate grants of 39,038 RSUs and 1,947 RSUs (granted Feb 24 & Feb 28, 2025) that vest in future installments (Mar 15, 2027–2029).
Transaction codes: A = award/vesting; F = shares delivered/withheld to satisfy tax obligations.

Context

RSU vesting is a routine compensation event; tax withholding by delivering/selling a portion of vested shares is common and does not necessarily indicate a trade decision or view of the stock.
The filing shows both an award (acquisition of vested RSUs) and a withholding/sale for taxes — overall this results in a net grant of shares to the insider rather than an outright discretionary sale.

Form 4

Period: 2026-02-12

Chief Whlse Banking Officer

Transactions

Holdings

Footnotes (3)

[F1]On March 1, 2024, the reporting person was granted 164,492 restricted stock units, which vest and become earned ratably over three years based on certain performance criteria for each vesting year ending February 12, 2025, 2026, and 2027. The performance criteria for the vesting year ending February 12, 2026 were met, resulting in 54,831 restricted stock units being earned.
[F2]On February 24, 2025, the reporting person was granted 39,038 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.
[F3]On February 28, 2025, the reporting person was granted 1,947 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.

Signature

Carla Brenwald, Attorney-in-fact|2026-02-17

1 file