TRUIST FINANCIAL CORP — Director's Dealing 2021

Feb 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRUIST FINANCIAL CORP (TFC)
CIK: 0000092230
Period of Report: 2021-01-27

Reporting Person: ROGERS WILLIAM H JR (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-27	Common Stock	G	7843.0000	$0.0000	Disposed	665283.6830	Direct
2021-01-28	Common Stock	G	9510.0000	$0.0000	Disposed	655773.6830	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10749.9630	Indirect
Common Stock	300000.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Unit	$		Common Stock (2656.8475)	2656.8475	Direct
Restricted Stock Unit	$	2021-02-13	Common Stock (101551.3360)	101551.3360	Direct
Restricted Stock Unit	$	2020-02-14	Common Stock (14635.8790)	14635.8790	Direct
Restricted Stock Units	$	2021-02-08	Common Stock (46825.0130)	46825.0130	Direct
Restricted Stock Units	$	2022-02-08	Common Stock (46822.9280)	46822.9280	Direct
Restricted Stock Units	$	2021-02-13	Common Stock (10976.1270)	10976.1270	Direct
Stock Option (right to buy)	$21.1700	2023-02-26	Common Stock (142606.0000)	142606.0000	Direct

Footnotes

F1: 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.

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 performance-vested 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.

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: 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.