SEC FORM 4

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

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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^*

Powell Cynthia B

(Last)

(First)

(Middle)

214 N. TRYON STREET

(Street)

CHARLOTTE

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)
	Corp. Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2026		A		1,782⁽¹⁾	A	$0.0000	2,449	D
Common Stock	02/23/2026		A		2,298⁽²⁾	A	$0.0000	4,747	D
Common Stock	02/23/2026		A		3,186⁽³⁾	A	$0.0000	7,933	D
Common Stock								6,766.604⁽⁴⁾	I	By 401(k)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	02/23/2026		A		7,386		⁽⁵⁾	⁽⁵⁾	Common Stock	7,386	$0.0000	7,386	D
Restricted Stock Units	$0.0000⁽⁶⁾							03/15/2026⁽⁶⁾	03/15/2029⁽⁶⁾	Common Stock	7,472		7,472	D

Explanation of Responses:

1. On February 22, 2022, the reporting person was granted 5,347 restricted stock units, which shall vest and become earned in 1/3 increments over three 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 1,782 restricted stock units being earned.

2. On February 27, 2023, the reporting person was granted 6,894 restricted stock units, which shall vest and become earned in 1/3 increments over three years based on certain performance criteria for each vesting period ending March 15, 2025, 2026, and 2027. The performance criteria for the second increment were met, resulting in 2,298 restricted stock units being earned.

3. On February 26, 2024, the reporting person was granted 9,556 restricted stock units, which shall vest and become earned in 1/3 increments over three 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 3,186 restricted stock units being earned.

4. Includes 42.811 shares acquired between January 1, 2026 through February 19, 2026 under the Issuer's 401(k) plan. The information in this report is based on plan statements dated January 1, 2026 through February 19, 2026.

5. On February 23, 2026, the reporting person was granted 7,386 restricted stock units, vesting in four equal installments on March 15, 2027, 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.

6. On February 24, 2025, the reporting person was granted 7,719 RSUs. Each RSU represents a right to receive one share of TFC common stock. The remaining RSUs vest as follows: 1,929 on March 15, 2026, 1,930 on each of March 15, 2027 and March 15, 2028, and 1,683 on March 15, 2029.

	Carla Brenwald, Attorney-in-fact	02/25/2026
	** 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.

Corp. Controller & CAO Powell Cynthia B was granted 7,266 shares, increasing direct ownership by 1,089% to 7,933 units (SEC Form 4)