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).
1. Name and Address of Reporting Person*
KING KELLY S
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2023
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 02/28/2023 A 3,833(4) A $0.0000 193,931 D
Common Stock 02/27/2023 A 78,149(3) A $0.0000 190,098 D
Common Stock 02/27/2023 A 16,997(2) A $0.0000 111,949 D
Common Stock 02/27/2023 A 14,004(1) A $0.0000 94,952 D
Common Stock 57,408 I By Spouse
Common Stock 328,806 I By GRAT
Common Stock 132,637.486(5) I By IRA
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
Stock Option (right to buy) $32.1 03/15/2017(7) 02/23/2026 Common Stock 155,555 155,555 D
Stock Option (right to buy) $38.22 03/15/2016(6) 02/24/2025 Common Stock 120,714 120,714 D
Explanation of Responses:
1. On February 24, 2020, the reporting person was granted 56,016 restricted stock units, which shall vest and become earned ratably over four years based on certain performance criteria for each vesting year ending March 15, 2021, 2022, 2023 and 2024. The performance criteria for 2023 were met, resulting in 14,004 restricted stock units being earned.
2. On February 22, 2021, the reporting person was granted 50,990 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2023, 2024, and 2025. The performance criteria for 2023 were met, resulting in 16,997 restricted stock units being earned.
3. On February 24, 2020, the reporting person was granted 63,827 performance based stock units at the Target Level of Achievement, which vest and become earned based on the pre-established three-year (January 1, 2020 through December 31, 2022) performance period's ROACE and ROATCE performance measures. Transaction represents the satisfaction of performance measures at 122.44 % of the Target Level of Achievement, resulting in 78,149 shares being earned.
4. Grant of Restricted Stock Units which cliff vest on December 31, 2023.
5. Includes 2,911.961 shares acquired between September 2022 through December 2022, under the Dividend Reinvestment Plan.
6. On February 24, 2015, the reporting person was granted an option to purchase 120,714 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending March 15, 2016, 2017, and 2018. The performance criteria for 2018 were met, resulting in 40,239 options being earned.
7. On February 23, 2016, the reporting person was granted an option to purchase 155,555 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending March 15, 2017, 2018, and 2019. The performance criteria for 2019 were met, resulting in 51,852 options being earned.
Carla Brenwald, Attorney-in-fact 03/01/2023
** 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.
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