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    Chief Risk Officer Bender Bradley D sold $566,689 worth of shares (12,540 units at $45.19), decreasing direct ownership by 96% to 500 units (SEC Form 4)

    7/24/25 9:17:18 AM ET
    $TFC
    Major Banks
    Finance
    Get the next $TFC alert in real time by email
    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    Bender Bradley D

    (Last) (First) (Middle)
    214 N. TRYON STREET

    (Street)
    CHARLOTTE NC 28202

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    TRUIST FINANCIAL CORP [ TFC ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    Director 10% Owner
    X Officer (give title below) Other (specify below)
    Chief Risk Officer
    3. Date of Earliest Transaction (Month/Day/Year)
    07/22/2025
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V Amount (A) or (D) Price
    Common Stock 07/22/2025 S 12,540 D $45.1905(1) 500 D
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Restricted Stock Units $0.0000(2) 02/15/2024(2) 02/15/2026(2) Common Stock 2,604 2,604 D
    Restricted Stock Units $0.0000(3) 03/15/2024(3) 03/15/2026(3) Common Stock 803 803 D
    Restricted Stock Units $0.0000(4) 03/15/2025(4) 03/15/2027(4) Common Stock 5,790 5,790 D
    Restricted Stock Units $0.0000(5) 06/01/2026(5) 06/01/2026(5) Common Stock 16,149 16,149 D
    Restricted Stock Units $0.0000(6) 03/15/2026(6) 03/15/2028(6) Common Stock 12,366 12,366 D
    Restricted Stock Units (7) (7) (7) Common Stock 18,202 18,202 D
    Restricted Stock Units (8) (8) (8) Common Stock 883 883 D
    Explanation of Responses:
    1. The price in Column 4 is a weighted average price. The prices actually received ranged from $45.1000 to $45.2250. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
    2. On February 1, 2022, the reporting person was granted 7,810 restricted stock units, vesting in three equal installments on February 15, 2024, February 15, 2025, and February 15, 2026. Each restricted stock unit represents a right to receive one share of TFC common stock.
    3. On February 22, 2022, the reporting person was granted 2,412 restricted stock units, vesting in three equal installments on March 15, 2024, March 15, 2025, and March 15, 2026. Each restricted stock unit represents a right to receive one share of TFC common stock.
    4. On February 27, 2023, the reporting person was granted 8,686 restricted stock units, vesting in three equal installments on March 15, 2025, March 15, 2026, and March 15, 2027. Each restricted stock unit represents a right to receive one share of TFC common stock.
    5. On June 1, 2023, the reporting person was granted 16,149 restricted stock units, which cliff vest on June 1, 2026. Each restricted stock unit represents a right to receive one share of TFC common stock.
    6. On February 26, 2024, the reporting person was granted 12,366 restricted stock units, vesting in three equal installments on March 15, 2026, March 15, 2027, and March 15, 2028. Each restricted stock unit represents a right to receive one share of TFC common stock.
    7. On February 24, 2025, the reporting person was granted 18,202 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.
    8. On February 28, 2025, the reporting person was granted 883 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.
    Carla Brenwald, Attorney-in-fact 07/24/2025
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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