TRUIST FINANCIAL CORP — Director's Dealing 2021

Nov 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRUIST FINANCIAL CORP (TFC)
CIK: 0000092230
Period of Report: 2021-11-03

Reporting Person: Cummins Hugh S. III (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-03	Common Stock	M	59052.0000	$16.7400	Acquired	273686.3090	Direct
2021-11-03	Common Stock	S	59052.0000	$65.1360	Disposed	214634.3090	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-03	Stock Option (right to buy)	$16.7400	M	59052.0000	Disposed	2022-02-14	Common Stock (59052.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3890.9200	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Unit	$0.0000	2000-01-01	Common Stock (1600.8960)	1600.8960	Direct
Restricted Stock Unit	$0.0000	2021-02-13	Common Stock (899.7910)	899.7910	Direct
Restricted Stock Units	$0.0000	2022-02-08	Common Stock (23965.5710)	23965.5710	Direct
Restricted Stock Units	$0.0000	2022-10-01	Common Stock (85612.3680)	85612.3680	Direct
Stock Option (right to buy)	$21.1700	2023-02-26	Common Stock (55924.0000)	55924.0000	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $65.0000 to $65.4100. 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.

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.

F3: Represents phantom stock units under the SunTrust Banks, Inc. Deferred Compensation Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust phantom stock unit automatically converted into a Truist phantom stock unit in respect of shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. Each Truist phantom stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust phantom stock unit immediately prior to the effective time of the Merger.

F4: Includes shares acquired as a result of dividend reinvestment since the last reported transaction.

F5: Represents performance-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a Truist restricted stock unit convertible into shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. Each Truist restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust performance-vested restricted stock unit immediately prior to the effective time of the Merger. If performance results in the award vesting at greater than 130% of target, the amount that vested inexcess of 130% is subject to a one-year deferral.

F6: Represents time-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan or the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan. Pursuant to the Merger Agreement at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a Truist time-vested restricted stock unit convertible into shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. Each Truist time-vested restricted stock unit is subject to the same terms and
conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger.

F7: Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase shares of SunTrust common stock automatically converted into an option to purchase shares of Truist common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Each option to purchase shares of Truist common stock is subject to the same terms and conditions (including vesting and exercisability terms) as the corresponding option to purchase shares of SunTrust common stock immediately prior to the effective time of the Merger.