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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SCRUGGS FRANK P JR
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)
(Last)          (First)          (Middle)

214 N. TRYON STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2023
(Street)

CHARLOTTE, NC 28202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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         12636.0000 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (1)2/28/2023  A   3833.0000     (1) (1)Common Stock 3833.0000 $0.0000 8881.0000 (2)D  
Phantom Stock Units $0.0000 (4)          1/1/2000 (4)1/1/2000 (4)Common Stock 18846.7300  18846.7300 (2)D  
Phantom Stock Unit $0.0000 (3)          1/1/2000 (3)1/1/2000 (3)Common Stock 2806.3420  2806.3420 (2)D  

Explanation of Responses:
(1) Represents restricted stock units granted under the Truist Financial Corporation 2022 Incentive Plan for which a deferral election has been made pursuant to the Truist Financial Corporation Amended and Restated Non-Employee Directors' Deferred Compensation Plan. Payments in the form of shares of common stock commence following the reporting person's departure from the Board of Directors of Truist Financial Corporation. These securities convert to common stock on a one-for-one basis.
(2) Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
(3) Represents phantom stock units issued prior to the merger under the SunTrust Banks, Inc. Directors' Deferred Compensation Plan with respect to the deferral of meeting and/or retainer fees payable in cash. Payments commence following the reporting person's departure from the Board of Directors of Truist Financial Corporation. These securities convert to common stock on a one-for-one basis.
(4) Represents phantom stock units issued prior to the merger under the SunTrust Banks, Inc. 2009 Stock Plan or 2018 Omnibus Incentive Compensation Plan for which the director made an election to defer receipt until departure from the Board. These securities convert to common stock on a one-for-one basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SCRUGGS FRANK P JR
214 N. TRYON STREET
CHARLOTTE, NC 28202
X



Signatures
Carla Brenwald, Attorney-in-fact3/2/2023
**Signature of Reporting PersonDate


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 control number.
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