X0306 4 2019-12-06 0 0000092230 TRUIST FINANCIAL CORP TFC 0001182002 ROGERS WILLIAM H JR 214 N. TRYON STREET CHARLOTTE NC 28202 0 1 0 0 President and COO Common Stock 2019-12-06 4 A 0 862885 A 862885 D Common Stock 2019-12-06 4 A 0 10472 A 10472 I 401(k) Option 22.55 2019-12-06 4 A 0 109348 A 2021-04-01 Common Stock 109348 109348 D Option 16.74 2019-12-06 4 A 0 176379 A 2022-02-14 Common Stock 176379 176379 D Option 21.17 2019-12-06 4 A 0 47536 A 2023-02-26 Common Stock 47536 47536 D Option 21.17 2019-12-06 4 A 0 47535 A 2023-02-26 Common Stock 47535 47535 D Option 21.17 2019-12-06 4 A 0 47534 A 2023-02-26 Common Stock 47534 47534 D Restricted Stock Units 2019-12-06 4 A 0 10528 A 2020-02-13 2020-02-13 Common Stock 10528 10528 D Restricted Stock Units 2019-12-06 4 A 0 10526 A 2021-02-13 2021-02-13 Common Stock 10526 10526 D Restricted Stock Units 2019-12-06 4 A 0 44910 A 2020-02-08 2020-02-08 Common Stock 44910 44910 D Restricted Stock Units 2019-12-06 4 A 0 44909 A 2021-02-08 2021-02-08 Common Stock 44909 44909 D Restricted Stock Units 2019-12-06 4 A 0 44907 A 2022-02-08 2022-02-08 Common Stock 44907 44907 D Restricted Stock Units 2019-12-06 4 A 0 10632 A 2020-02-14 2020-02-14 Common Stock 10632 10632 D Restricted Stock Units 2019-12-06 4 A 0 13685 A 2019-02-09 2019-02-09 Common Stock 13685 13685 D Phantom Stock Units 2019-12-06 4 A 0 2549 A Common Stock 2549 2549 D Restricted Stock Units 2019-12-06 4 A 0 110798 A 2020-02-14 2020-02-14 Common Stock 110798 110798 D Restricted Stock Units 2019-12-06 4 A 0 97396 A 2021-02-13 2021-02-13 Common Stock 97396 97396 D Acquired in connection with the Agreement and Plan of Merger by and between SunTrust Banks, Inc. ("SunTrust") and BB&T Corporation ("BB&T"), dated February 7, 2019 and amended as of June 14, 2019 (the "Merger Agreement") pursuant to which SunTrust was merged with and into BB&T, effective December 6, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of SunTrust common stock was converted into the right to receive 1.295 shares of BB&T common stock. The closing price of BB&T common stock on the New York Stock Exchange on the effective date of the Merger was $54.24. Following and in connection with the Merger, BB&T changed its name to Truist Financial Corporation ("Truist"). 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 measuring date. 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 BB&T common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. 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. This option replaced an option to purchase 84,439 shares of SunTrust common stock at an exercise price of $29.20. This option replaced an option to purchase 136,200 shares of SunTrust common stock at an exercise price of $21.67. This option replaced an option to purchase 36,708 shares of SunTrust common stock at an exercise price of $27.41. This option replaced an option to purchase 36,707 shares of SunTrust common stock at an exercise price of $27.41. This option replaced an option to purchase 36,706 shares of SunTrust common stock at an exercise price of $27.41. 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 BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. 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. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 8,129.55 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 8,128.49 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 34,679.501 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 34,678.469 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 34,677.443 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 8,210.397 shares of SunTrust common stock. Represents performance-vested restricted stock units, each convertible into one share of common stock under the SunTrust Banks, Inc. 2009 Stock Plan. The performance-vesting conditions applicable to these restricted stock units have been previously satisfied but, in accordance with the terms of the award agreement governing these restricted stock units, the amount listed is subject to a one-year deferral beginning on February 9, 2019. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. (Continued from Footnote 16) 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. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 10,567.36 shares of SunTrust common stock. 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 BB&T phantom stock unit in respect of shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. 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. These phantom stock units replaced SunTrust phantom stock units in respect of an aggregate 1,968.1452 shares of SunTrust common stock. 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 BB&T restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. 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. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 85,557.92 shares of SunTrust common stock. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 75,209.472 shares of SunTrust common stock. Carla Brenwald, Attorney-in-fact 2019-12-10