TRUIST FINANCIAL CORP — Director's Dealing 2021

Feb 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRUIST FINANCIAL CORP (TFC)
CIK: 0000092230
Period of Report: 2021-02-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-08	Common Stock	M	10216.0250	—	Acquired	19573.0250	Direct
2021-02-08	Common Stock	F	3158.0000	$52.9700	Disposed	16415.0250	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-08	Restricted Stock Units	$	M	10216.0250	Disposed	2021-02-08	Common Stock (10216.0250)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$	2021-02-13	Common Stock (17577.2360)	17577.2360	Direct
Restricted Stock Units	$	2022-02-08	Common Stock (10216.0250)	10216.0250	Direct
Restricted Stock Units	$	2021-02-13	Common Stock (1898.6920)	1898.6920	Direct
Restricted Stock Units	$	2022-10-01	Common Stock (50277.2740)	50277.2740	Direct

Footnotes

F1: Price $52.970

F2: 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.

F3: Includes shares acquired as a result of dividend reinvestment since the last reported transaction.

F4: 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.