Sec Form 4 Filing - Henson Christopher L @ 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 Henson Christopher L 2. Issuer Name and Ticker or Trading Symbol TRUIST FINANCIAL CORP [ TFC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Head of Banking and Insurance (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 17,566 ( 1 ) A $ 0 190,040 D Common Stock 02/22/2021 A 5,827 ( 2 ) A $ 0 195,867 D Common Stock 02/22/2021 A 5,477 ( 3 ) A $ 0 201,344 D Common Stock 02/22/2021 A 4,684 ( 4 ) A $ 0 206,028 D Common Stock 48,471.28 ( 5 ) I By 401(k) Common Stock 1,413.258 ( 6 ) I By Custodian for Child - Kristen Common Stock 1,413.258 ( 6 ) I By Custodian for Child - Sydney Common Stock 8,594.143 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 (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( 7 ) 02/23/2026 Common Stock 42,205 42,205 D Stock Option (right to buy) $ 37.55 02/25/2015( 8 ) 02/25/2024 Common Stock 29,763 29,763 D Stock Option (right to buy) $ 38.22 03/15/2016( 9 ) 02/24/2025 Common Stock 49,375 49,375 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Henson Christopher L 214 N. TRYON STREET CHARLOTTE, NC28202 Head of Banking and Insurance 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 14,053 performance-vested restricted 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 17,566 shares being earned. ( 2 )On February 26, 2019, the reporting person was granted 17,479 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 5,827 restricted stock units being earned. ( 3 )On February 24, 2020, the reporting person was granted 21,909 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 5,477 restricted stock units being earned. ( 4 )On February 20, 2018, the reporting person was granted 14,053 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 4,684 restricted stock units being earned. ( 5 )Includes 1,502.325 shares acquired between April 1, 2020 and December 31, 2020, under the Issuer's 401(k) plan. The information in this report is based on plan statements dated April 1, 2020 through December 31, 2020. ( 6 )Includes 28.940 shares acquired between September 2020 and December 2020, under the Issuer's Dividend Reinvestment Plan. ( 7 )On February 23, 2016, the reporting person was granted an option to purchase 63,307 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 21,102 options being earned. ( 8 )On February 25, 2014, the reporting person was granted an option to purchase 29,763 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 9,922 options being earned. ( 9 )On February 24, 2015, the reporting person was granted an option to purchase 49,375 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 16,458 options being earned.

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