TRUIST FINANCIAL CORP — Director's Dealing 2021

Feb 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRUIST FINANCIAL CORP (TFC)
CIK: 0000092230
Period of Report: 2021-02-22

Reporting Person: KING KELLY S (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-22	Common Stock	A	36720.0000	$0.0000	Acquired	84168.6200	Direct
2021-02-22	Common Stock	A	14004.0000	$0.0000	Acquired	98172.6200	Direct
2021-02-22	Common Stock	A	11907.0000	$0.0000	Acquired	110079.6200	Direct
2021-02-22	Common Stock	A	9793.0000	$0.0000	Acquired	119872.6200	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	356827.0000	Indirect
Common Stock	122388.8920	Indirect
Common Stock	57359.6170	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$32.1000	2026-02-23	Common Stock (155555.0000)	155555.0000	Direct
Stock Option (right to buy)	$37.5500	2024-02-25	Common Stock (71611.0000)	71611.0000	Direct
Stock Option (right to buy)	$38.2200	2025-02-24	Common Stock (120714.0000)	120714.0000	Direct

Footnotes

F1: On February 20, 2018, the reporting person was granted 29,376 performance based stock units at the Target Level of Achievement, which vest and become earned based on the pre-established three-year (January 1, 2018 through December 31, 2020) performance period's ROCE and TSR performance measures. Transaction represents the satisfaction of performance measures at greater than the Target Level of Achievement, resulting in 36,720 shares being earned.

F2: Includes 164.140 shares acquired between September 2020 and December 2020, under the Issuer's Dividend Reinvestment Plan.

F3: On February 24, 2020, the reporting person was granted 56,016 restricted stock units, which shall vest and become earned ratably over four years based on certain performance criteria for each vesting year ending March 15, 2021, 2022, 2023 and 2024. The performance criteria for 2021 were met, resulting in 14,004 restricted stock units being earned.

F4: On February 26, 2019, the reporting person was granted 35,719 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2020, 2021, and 2022. The performance criteria for 2021 were met, resulting in 11,907 restricted stock units being earned.

F5: On February 20, 2018, the reporting person was granted 29,376 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2019, 2020, and 2021. The performance criteria for 2021 were met, resulting in 9,793 restricted stock units being earned.

F6: Includes 2,541.494 shares acquired between September 2020 and December 2020, under the Dividend Reinvestment Plans.

F7: Includes 25.159 shares acquired between September 2020 and December 2020, under the Issuer's Dividend Reinvestment Plan.

F8: On February 23, 2016, the reporting person was granted an option to purchase 155,555 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending March 15, 2017, 2018, and 2019. The performance criteria for 2019 were met, resulting in 51,852 options being earned.

F9: On February 25, 2014, the reporting person was granted an option to purchase 71,611 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending February 25, 2015, 2016, and 2017. The performance criteria for 2017 were met, resulting in 23,873 options being earned.

F10: On February 24, 2015, the reporting person was granted an option to purchase 120,714 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending March 15, 2016, 2017, and 2018. The performance criteria for 2018 were met, resulting in 40,239 options being earned.