TRUIST FINANCIAL CORP — Director's Dealing 2021

Feb 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRUIST FINANCIAL CORP (TFC)
CIK: 0000092230
Period of Report: 2021-02-12

Reporting Person: Case Scott (Sr. Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-12	Common Stock	M	17289.4590	—	Acquired	33704.4840	Direct
2021-02-12	Common Stock	M	1898.6920	—	Acquired	35603.1760	Direct
2021-02-12	Common Stock	F	857.0000	$54.0100	Disposed	34746.1760	Direct
2021-02-12	Common Stock	F	6120.0000	$54.0100	Disposed	28626.1760	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-12	Restricted Stock Unit	$	M	17289.4590	Disposed	2021-02-13	Common Stock (17289.4590)	Direct
2021-02-12	Restricted Stock Units	$	M	1898.6920	Disposed	2021-02-13	Common Stock (1898.6920)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$	2022-02-08	Common Stock (10216.0250)	10216.0250	Direct
Restricted Stock Units	$	2022-10-01	Common Stock (50277.2740)	50277.2740	Direct

Footnotes

F1: Price $54.010

F2: 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 time-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 in excess of 130% is subject to a one-year deferral.

F3: 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.