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: Cummins Hugh S. III (Sr. Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-08	Common Stock	M	23411.9840	—	Acquired	183284.9840	Direct
2021-02-08	Common Stock	F	7706.0000	$52.9700	Disposed	175578.9840	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-08	Restricted Stock Units	$	M	23411.9840	Disposed	2021-02-08	Common Stock (23411.9840)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3801.1361	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Unit	$		Common Stock (1564.2236)	1564.2236	Direct
Restricted Stock Unit	$	2021-02-13	Common Stock (53705.5550)	53705.5550	Direct
Restricted Stock Unit	$	2020-02-14	Common Stock (3800.5120)	3800.5120	Direct
Restricted Stock Units	$	2022-02-08	Common Stock (23410.9430)	23410.9430	Direct
Restricted Stock Units	$	2021-02-13	Common Stock (5804.5130)	5804.5130	Direct
Restricted Stock Units	$	2022-10-01	Common Stock (83631.0650)	83631.0650	Direct
Stock Option (right to buy)	$16.7300	2022-02-14	Common Stock (59052.0000)	59052.0000	Direct
Stock Option (right to buy)	$21.1700	2023-02-26	Common Stock (55924.0000)	55924.0000	Direct

Footnotes

F1: Price $52.970

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 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.

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

F5: 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.

F6: 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.

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.