Sec Form 4 Filing - KING KELLY S @ TRUIST FINANCIAL CORP - 2021-02-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KING KELLY S 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 and CEO (Last) (First) (Middle) 214 N. TRYON STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2021 (Street) CHARLOTTE, NC28202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/22/2021 A 36,720 ( 1 ) A $ 0 84,168.62 ( 2 ) D Common Stock 02/22/2021 A 14,004 ( 3 ) A $ 0 98,172.62 D Common Stock 02/22/2021 A 11,907 ( 4 ) A $ 0 110,079.62 D Common Stock 02/22/2021 A 9,793 ( 5 ) A $ 0 119,872.62 D Common Stock 356,827 I By GRAT Common Stock 122,388.892 ( 6 ) I By IRA Common Stock 57,359.617 ( 7 ) I By Spouse

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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( 8 ) 02/23/2026 Common Stock 155,555 155,555 D Stock Option (right to buy) $ 37.55 02/25/2015( 9 ) 02/25/2024 Common Stock 71,611 71,611 D Stock Option (right to buy) $ 38.22 03/15/2016( 10 ) 02/24/2025 Common Stock 120,714 120,714 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KING KELLY S 214 N. TRYON STREET CHARLOTTE, NC28202 X Chairman and CEO Signatures Carla Brenwald, Attorney-in-fact 02/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 20, 2018, the reporting person was granted 29,376 performance based stock units at the Target Level of Achievement, which vest and become earned based on the pre-established three-year (January 1, 2018 through December 31, 2020) performance period's ROCE and TSR performance measures. Transaction represents the satisfaction of performance measures at greater than the Target Level of Achievement, resulting in 36,720 shares being earned. ( 2 )Includes 164.140 shares acquired between September 2020 and December 2020, under the Issuer's Dividend Reinvestment Plan. ( 3 )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 2021 were met, resulting in 14,004 restricted stock units being earned. ( 4 )On February 26, 2019, the reporting person was granted 35,719 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2020, 2021, and 2022. The performance criteria for 2021 were met, resulting in 11,907 restricted stock units being earned. ( 5 )On February 20, 2018, the reporting person was granted 29,376 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2019, 2020, and 2021. The performance criteria for 2021 were met, resulting in 9,793 restricted stock units being earned. ( 6 )Includes 2,541.494 shares acquired between September 2020 and December 2020, under the Dividend Reinvestment Plans. ( 7 )Includes 25.159 shares acquired between September 2020 and December 2020, under the Issuer's Dividend Reinvestment Plan. ( 8 )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. ( 9 )On February 25, 2014, the reporting person was granted an option to purchase 71,611 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending February 25, 2015, 2016, and 2017. The performance criteria for 2017 were met, resulting in 23,873 options being earned. ( 10 )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.

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