SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ROGERS WILLIAM H JR
(Last) (First) (Middle)
214 N. TRYON STREET
(Street)
CHARLOTTE NC 28202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP [ TFC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/25/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/25/2024 P 34,180 A $48.56 691,450.644(1) D
Common Stock 185,000 I By Trust
Common Stock 12,760.694(2) I By 401(k)
Common Stock 95,712(1) I By grantor retained annuity trust
Common Stock 154,270(1) I By 2023 GRAT
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Unit $0.0000(3) 01/01/2000(3) 01/01/2000(3) Common Stock 3,154.565 3,154.565(4) D
Explanation of Responses:
1. On November 25, 2024, the reporting person reacquired 34,180 shares of Truist common stock from a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children. The reporting person's spouse is the trustee of the GRAT, and the reporting person is the sole recipient of the annuity payments made by the GRAT. The terms of the GRAT permit the reporting person to withdraw assets from the trust by substituting other assets of equal value. On November 25, 2024, a separate GRAT also made an annuity payment to the reporting person consisting of 88,000 shares of Truist common stock. This Form 4 reflects the change in the form of the reporting person's beneficial ownership of the Truist common stock transferred by the GRATs from indirect to direct beneficial ownership.
2. 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 date.
3. Represents phantom stock units under the Truist Nonqualified Deferred Compensation Plan.
4. Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
Carla Brenwald, Attorney-in-fact 11/27/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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