TRUIST FINANCIAL CORP

Filing Date

Jul 29, 2025

Transaction Date

Jul 25, 2025

Accession Number

0001182002-25-000005

Form Type

4

Footnotes

1. (F1)On July 25, 2025, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children made an annuity payment to the reporting person consisting of 68,700 shares of Truist common stock. The reporting person's wife is the trustee of the GRAT, and the reporting person is the sole recipient of the annuity payments made by the GRAT. This Form 4 is being filed to reflect the change in the form of the reporting person's beneficial ownership of the Truist common stock transferred by the GRAT from indirect to direct beneficial ownership.
2. (F2)Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of Truist stock on the applicable measurement date.
3. (F3)Represents phantom stock units under the Truist Nonqualified Defined Contribution Plan.
4. (F4)Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
5. (F5)On 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.