SEC Form 4 · accession 0001182002-26-000006
TRUIST FINANCIAL CORP · TFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William H Rogers Jr.
Officer — Chairman & CEO · Director
Period of report
Jul 20, 2026
Accepted (ET)
Jul 22, 2026 · 11:57 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000092230
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 20, 2026 | S | 13,250 | $52.363 | D | 0 | I | By 2023 GRAT |
| Common StockF1 | holding | — | — | — | 1,040,537 | D | ||
| Common StockF2 | holding | — | — | — | 13,807 | I | By 401(k) | |
| Common Stock | holding | — | — | — | 185,000 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitF2,F3 | $0.00 | holding | — | — | — | Jan 1, 2000 | Jan 1, 2000 | Common Stock | 3,412 | 3,412 | D |
| Restricted Stock UnitsF4 | $0.00 | holding | — | — | — | Mar 15, 2027 | Mar 15, 2029 | Common Stock | 84,913 | 84,913 | D |
| Restricted Stock UnitsF5 | — | holding | — | — | — | — | — | Common Stock | 76,861 | 76,861 | D |
Explanation of responses
- F1On July 20, 2026, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children sold 13,250 shares of Truist common stock in connection with the pre-established termination of the GRAT on July 21, 2026. On July 21, 2026, the GRAT also made a final annuity payment to the reporting person consisting of 72,320 shares of Truist common stock, and this Form 4 reflects the change in the form of the reporting person's beneficial ownership of those shares from indirect to direct beneficial ownership.
- F2Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
- F3Represents phantom stock units under the Truist Financial Corporation Non-Qualified Defined Contribution Plan.
- F4On 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.
- F5On 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.