Form 8-K

8-K — TRUIST FINANCIAL CORP

Accession: 0001193125-26-270320

Filed: 2026-06-15

Period: 2026-06-12

CIK: 0000092230

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d118981d8k.htm (Primary)

EX-10.1 (d118981dex101.htm)

EX-10.2 (d118981dex102.htm)

EX-99.1 (d118981dex991.htm)

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8-K

8-K (Primary)

Filename: d118981d8k.htm · Sequence: 1

8-K

TRUIST FINANCIAL CORP 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock false 0000092230 0000092230 2026-06-12 2026-06-12 0000092230 us-gaap:CommonStockMember 2026-06-12 2026-06-12 0000092230 tfc:SeriesIPreferredStockMember 2026-06-12 2026-06-12 0000092230 tfc:SeriesJPreferredStockMember 2026-06-12 2026-06-12 0000092230 tfc:SeriesOPreferredStockMember 2026-06-12 2026-06-12 0000092230 tfc:SeriesRPreferredStockMember 2026-06-12 2026-06-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 12, 2026

Date of Report (Date of earliest event reported)

Truist Financial Corporation

(Exact name of registrant as specified in its charter)

Commission file number: 1-10853

North Carolina

56-0939887

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

214 North Tryon Street

Charlotte, North Carolina

28202

(Address of principal executive offices)

(Zip Code)

(844) 487-8478

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $5 par value

TFC

New York Stock Exchange

Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock

TFC.PI

New York Stock Exchange

5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock

TFC.PJ

New York Stock Exchange

Depositary shares, each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock

TFC.PO

New York Stock Exchange

Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock

TFC.PR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

After more than 40 years of exceptional leadership and service to Truist Financial Corporation (the “Corporation”) and Truist Bank (the “Bank”), William H. Rogers, Jr. will retire as Chief Executive Officer (“CEO”) and President of the Corporation and the Bank effective on September 1, 2026 (the “Transition Date”). Mr. Rogers will serve as Executive Chair of the Corporation and the Bank and continue to serve as a member of the Boards of Directors of the Corporation and the Bank (the “Boards”) from the Transition Date through the Corporation’s annual meeting of shareholders in 2027 (the “Retirement Date”).

Michael P. Lyons will be appointed to serve as CEO and President of the Corporation and the Bank and as a member of the Boards effective on the Transition Date. Mr. Lyons, age 55, most recently served as chief executive officer and a member of the board of directors of Fiserv, Inc. from May 2025 to June 2026 after serving as president and chief executive officer-elect from January 2025 to May 2025. Before that role, he served as president of The PNC Financial Services Group, Inc. and its wholly owned subsidiary, PNC Bank, National Association, from February 2024 to January 2025 after serving as executive vice president and head of corporate and institutional banking beginning in October 2011. From May 2010 to October 2011, he served as head of corporate development and strategic planning at Bank of America.

Mr. Lyons has no family relationships with any director or executive officer of the Corporation. There are no arrangements or understandings between Mr. Lyons and any other person pursuant to which Mr. Lyons was selected to become the CEO and President of the Corporation and the Bank, and there are no transactions involving Mr. Lyons that would be required to be reported under Item 404(a) of Regulation S-K.

Transition Letter with Mr. Rogers

On June 12, 2026, the Corporation entered into a transition letter with Mr. Rogers (the “Rogers Letter”) setting out the terms and conditions of his transition to Executive Chair and his retirement. Pursuant to the Rogers Letter, Mr. Rogers will continue to receive his current base salary through the end of 2026 and a base salary at an annual rate of $1,000,000 for the portion of 2027 through the Retirement Date. He will continue to be eligible to earn an annual incentive performance (“AIP”) award for 2026 and will be eligible for a prorated AIP award for 2027. If he continues to serve and perform his duties and responsibilities as Executive Chair on the date when 2027 long-term incentive (“LTI”) awards are made to other members of senior executive leadership, he will be granted a 2027 LTI award of $8,500,000, which will be entirely in the form of performance stock units (“PSUs”). His continuing to serve as Executive Chair through the Corporation’s annual meeting of shareholders in 2027 is a material condition to the grant of this LTI award.

Upon Mr. Rogers’s retirement on the Retirement Date, his outstanding equity awards will be treated in accordance with their terms for a termination of employment due to retirement, and his benefits under the Corporation’s retirement plans will be treated in accordance with their terms. In the event Mr. Rogers’s service is terminated prior to the Retirement Date by the Corporation without cause, due to death or permanent disability, or by Mr. Rogers for good reason, this termination will not affect the compensation to be provided under the Rogers Letter.

Offer Letter with Mr. Lyons

On June 12, 2026, the Corporation entered into an offer letter with Mr. Lyons (the “Lyons Letter”) setting out the terms and conditions of his employment. Pursuant to the Lyons Letter, Mr. Lyons’s initial annual base salary will be $1,300,000, and his target AIP award for 2026 will be no less than 325% of this base salary (prorated for 2026 based on the Transition Date). Mr. Lyons will receive an LTI award for 2026 with a target grant-date value of $12,000,000, which will be on the same terms as the LTI awards previously granted to other members of senior executive leadership for 2026—40% PSUs, 35% restricted stock units (“RSUs”), and 25% cash long-term incentive plan (“LTIP”) awards. Mr. Lyons will also be eligible to receive an LTI award for 2027 with a target grant-date value of no less than $12,000,000 at the time LTI awards are granted to other members of senior executive leadership for 2027.

Mr. Lyons will receive replacement awards in consideration of compensation foregone from his prior employer as follows: (a) cash awards of (i) $1,000,000 to be paid as soon as practicable after the Transition Date and (ii) $1,700,000 to be paid in 2027 when AIP awards are regularly paid to senior executive leadership, subject to his continued employment, and (b) LTI awards of (i) RSUs with a grant-date value of $13,200,000, which will vest

ratably over three years, (ii) PSUs with an aggregate target grant-date value of $15,000,000, which will be distributed evenly across the 2024-2026, 2025-2027, and 2026-2028 performance periods, and (iii) LTIPs with an aggregate target grant-date value of $9,300,000, which will be distributed evenly across the 2024-2026, 2025-2027, and 2026-2028 performance periods. The LTI awards will be subject to the same terms and conditions of the equivalent awards granted to other members of senior executive leadership.

Mr. Lyons will be eligible to participate in benefits on the same terms as other members of senior executive leadership. In accordance with applicable policies in effect from time to time, he will be provided with corporate security personnel, residential security services, and personal use of corporate aircraft and ground transportation (with a requirement to use corporate aircraft for all business and personal travel).

Mr. Lyons will participate in the Corporation’s Executive Severance Plan, which provides for severance upon an “involuntary termination” by the Corporation without cause or by the participant for good reason, subject to a release of claims, equal to (a) cash severance equal to two times the sum of base salary and annual target bonus, less the amount of base salary paid during any garden leave period and (b) reimbursement of incremental monthly COBRA premium costs for the medical, dental, and vision coverage in place immediately prior to termination for up to 24 months. Upon an involuntary termination that occurs within 24 months following a change in control of the Corporation, Mr. Lyons will be entitled to (a) cash severance equal to three times the sum of his base salary and annual target bonus, less the amount of base salary paid during any garden leave period and (b) reimbursement of incremental monthly COBRA premium costs for the medical, dental, and vision coverage in place immediately prior to termination for up to 36 months. Participation in the Executive Severance Plan in conditioned on acceptance of non-competition and non-solicitation covenants in favor of the Corporation.

The foregoing descriptions of the Rogers Letter and the Lyons Letter do not purport to be complete and are qualified in their entirety by reference to the full text of the Rogers Letter and the Lyons Letter, which are attached hereto as Exhibits 10.1 and 10.2, and incorporated herein by reference.

ITEM 7.01

Regulation FD Disclosure.

A copy of the press release announcing the transition, dated June 15, 2026, is furnished as Exhibit 99.1. The press release attached hereto as Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references Section 7.01 of this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibit

10.1

Transition Letter with William H. Rogers, Jr., dated June 12, 2026.

10.2

Offer Letter with Michael P. Lyons, dated June 12, 2026.

99.1

Press Release dated June 15, 2026

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUIST FINANCIAL CORPORATION

(Registrant)

By:

/s/ Scott Stengel

Name:

Scott Stengel

Title:

Chief Legal Officer

Date: June 15, 2026

EX-10.1

Filename: d118981dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

Thomas E. Skains

Lead Independent Director

Truist Center

214 North Tryon Street

Charlotte, North Carolina 28202

June 12, 2026

William H. Rogers, Jr.

Dear Bill:

This letter (this “Letter”) confirms the terms and

conditions of your transition to Executive Chair of Truist Financial Corporation (“TFC” and, together with its affiliates and subsidiaries, “Truist”) and Truist Bank. On behalf of the Boards of Directors of TFC

and Truist Bank (collectively, the “Board”), I thank you for your over 40 years of exceptional leadership and your tireless work to support our executive-succession plan in connection with your retirement.

Service as Executive Chair

•

Transition. You will be appointed as Executive Chair of TFC and Truist Bank effective upon the Board’s

appointment of a new Chief Executive Officer (collectively, the “CEO”) for TFC and Truist Bank respectively (the “Transition Date”) and will continue in that role until your Retirement Date (as defined in

Section 3).

•

Duties and Responsibilities. This role of Executive Chair is full-time. You will remain the Chairman and a member of

the Board and will report directly to the Board. You will have duties and responsibilities commensurate with the position of Executive Chair, including the following:

Perform such duties as may be incident to the office of Chairman of the Board or as may be described in the Corporate

Governance Guidelines or otherwise directed by the Board.

Fulfill all duties of the Chairman in connection with shareholder meetings under the Bylaws.

Preside at all meetings of the Board, except in executive sessions and as otherwise provided in the Bylaws and the

Corporate Governance Guidelines.

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Serve as chair of the Executive Committee.

Act as an additional liaison among the Board, the Lead Independent Director, and the CEO consistent with the Corporate

Governance Guidelines.

Support the CEO, the Lead Independent Director, and the Board in succession planning for members of management consistent

with the Corporate Governance Guidelines.

Support Board refreshment, alignment, and effectiveness, including in connection with director orientation and

development under the Corporate Governance Guidelines.

Support the CEO through the transition and on matters of significance consistent with the Bylaws and the Corporate

Governance Guidelines and as directed by the Board.

•

Prior Positions. As of the Transition Date, you resign from your role as CEO of TFC and Truist Bank and from any

other role you have as a director or officer of Truist, except for your position as Executive Chair of TFC and Truist Bank.

Compensation as Executive Chair

•

Base Salary. From the Transition Date through December 31, 2026, your annual base salary will continue to be

$1,350,000. From January 1, 2027, through your Retirement Date (as defined in Section 3), your annual base salary will be $1,000,000. Your salary will be paid according to TFC’s general policies.

•

Annual Incentive Performance Program. For the 2026 performance year (“PY”), you will continue to

be eligible for an annual incentive performance (“AIP”) award. Your target AIP award for PY2026 will be 350% of your 2026 annual base salary as previously communicated to you. For PY2027, you will be eligible for a target AIP

award equal to 350% of your 2027 annual base salary, prorated based on your Retirement Date and a 365-day calendar year. Any award payment can range from 0% to 200% of target and is subject to individual

performance, corporate performance, risk outcomes, approval by the Board, and the other terms and conditions of the Truist Financial Corporation 2022 Incentive Plan (the “Incentive Plan”) and the AIP program. Your PY2027 AIP award

will have the same corporate performance objectives as the AIP awards granted to other members of senior executive leadership for 2027 and any individual performance objectives will be determined in consultation with you. Your AIP awards will be

payable when AIP awards are regularly paid to senior executive leadership for the applicable PY, which is generally in the first quarter of the following year.

•

Long-Term Incentive Program. If you are continuing to serve and perform your duties and responsibilities as

Executive Chair on the date when 2027 long-term incentive (“LTI”) awards are made to other members of senior executive leadership, you will be granted a 2027 LTI award with a target grant-date value of $8,500,000. This award will

be entirely in the form of Performance Stock Units (“PSUs”), which will have the same terms as the PSUs granted to other members of senior executive leadership for 2027. Your LTI awards will be subject to the terms and conditions

of the Incentive Plan and the respective award agreements.

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•

Benefits and Perquisites. You will continue to be eligible to participate in Truist’s benefit plans on the

same terms that apply to other members of senior executive leadership. Additionally, in accordance with applicable policies in effect from time to time and to facilitate the performance of your responsibilities as Executive Chair, you will be

provided with office space and support services commensurate with the position of Executive Chair and will continue to be provided with the perquisites that you receive in your position as CEO, including Truist-provided security personnel,

residential security services, and personal use of Truist-provided aircraft and ground transportation (with a requirement to use Truist-provided aircraft for all business and personal travel). You also will continue to be eligible for executive

physical-wellness examinations.

Retirement

•

Retirement. At the conclusion of TFC’s 2027 annual meeting of shareholders (the “2027

Meeting”) or another date that we mutually agree (the “Retirement Date”), your service as Executive Chair of TFC and Truist Bank, as a member of the Board, and as an employee of Truist will cease. You agree that no

further action is required by you or Truist to make this retirement effective but also agree to execute any confirmatory documents that Truist reasonably requests at the time.

•

Retirement Benefits. Upon your retirement on the Retirement Date, your outstanding equity awards will be treated in

accordance with their terms, as applicable, for a termination of employment due to Retirement as defined in the applicable agreements (subject to the effectiveness of any release of claims in Truist’s standard form and any other conditions set

forth in the applicable agreements). In addition, your benefits under Truist’s retirement plans will be treated in accordance with their terms.

•

No Good Reason. For the avoidance of doubt, neither your entry into this Letter nor its operation (including your

transition to the role of Executive Chair, your compensation following the Transition Date, your resignation from your positions, and your retirement on the Retirement Date) constitute Good Reason or any term of similar meaning under the TFC Amended

and Restated Change of Control, Severance and Noncompetition Plan (the “Executive Severance Plan”) or Truist’s equity or other incentive plans and award agreements.

Early Termination

•

Termination without Cause or due to death or permanent disability or Resignation with Good Reason. If, prior to the

2027 Meeting, your service under this Letter is terminated by Truist without Cause (as defined in the Executive Severance Plan) or due to your death or permanent disability or by you with Good Reason (as defined in the Executive Severance Plan but

as qualified by Section 3), the date of this termination will be treated as the Retirement Date. Such a termination by Truist without Cause, due to your death or permanent disability, or by you with Good Reason will not affect (and you will

continue to receive through the otherwise scheduled Retirement Date) the compensation to be provided to you or your estate under Sections 2 and 3 of this Letter (including base salary, AIP eligibility, and the 2027 LTI award), and only for purposes

of proration of your PY2027 AIP award and any required service period prior to Retirement under any previously granted LTI awards and for no other purpose (including the

Page 3 of 6

establishment of the Retirement Date), the date of the 2027 Meeting will be treated as the date of termination. The receipt by you or your estate of any compensation or other value under this

Section 4 is subject to your continued compliance with Section 5 of this Letter, and for the avoidance of doubt, in no case will you be entitled to any benefits under the Executive Severance Plan. The PSUs granted to you in 2027 shall not

be subject to proration in connection with your Retirement and shall be granted as cash-settled awards in the event you are no longer an eligible participant on the Truist long-term incentive plan at the time Truist makes equity grants to senior

executives in 2027. For purposes of this Section 4, Truist’s material breach of this Letter will constitute Good Reason.

•

Termination for Cause or Resignation without Good Reason. If, prior to the 2027 Meeting, your service under this

Letter is terminated by Truist for Cause (as defined in the Executive Severance Plan) or by you without Good Reason (as defined in the Executive Severance Plan but as qualified by Section 3), you will not be entitled to any further compensation

under Section 2 of this Letter, and except as set forth in the next sentence, your outstanding equity awards will be treated in accordance with their terms. You acknowledge and agree, however, that your continuing to serve and perform your

duties and responsibilities as Executive Chair through the 2027 Annual Meeting is a material condition to the grant of 2027 LTI awards as described in Section 2 and that any termination or resignation under this paragraph constitutes sufficient

cause for the Compensation and Human Capital Committee to claw back and otherwise recover or recoup those awards from you.

Restrictive Covenants

•

Generally. You will continue to be subject to the restrictive covenants you have entered into or become bound by

prior to entry into this Letter. By entering into this Letter, you acknowledge and agree that the restrictive covenants set forth in Section 6 of the Executive Severance Plan (as they apply to a Tier 1 Executive), including the non-competition and non-solicitation covenants, will continue to apply following the Transition Date and the Retirement Date, and these restrictive covenants are incorporated

in this Letter by reference. This Letter will serve as your advance written notice pursuant to Section 6(b)(ii) of the Executive Severance Plan.

•

Right to Injunction. Notwithstanding anything to the contrary in this Letter, in the event of your breach of

Section 6 of the Executive Severance Plan, Truist is entitled, in addition to any other remedies to which Truist may be entitled, to injunctive relief pursuant to Section 6(i) of the Executive Severance Plan.

Miscellaneous

•

Clawback Policies. Any bonus, equity, or equity-based award or other incentive compensation granted to you

(including any AIP and LTI awards) will continue to be subject to Truist’s Executive Compensation Recoupment Policy, Incentive Compensation Policy, and other clawback policies in effect from time to time.

•

Indemnification and Cooperation. During and after your employment, TFC and Truist Bank will indemnify you in your

capacity as a director, officer, employee, or agent to the fullest extent permitted by applicable law and the articles of incorporation and bylaws of TFC and Truist Bank, respectively, and will provide coverage for you under a director-and-officer-liability insurance policy during your employment on the same basis as other members of senior executive leadership.

Page 4 of 6

You agree, during and after your employment, to reasonably cooperate with Truist in connection with

any regulatory, other governmental, or private litigation, dispute, or investigation, in each case, pertaining to Truist and with respect to which you may have relevant knowledge; provided that, in connection with your cooperation, Truist will

reimburse your reasonable and documented expenses according to TFC’s general policies.

•

Tax Matters. Taxes will be withheld by Truist as appropriate under applicable tax requirements for any payments or

deliveries under this Letter. This Letter is intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (including the applicable regulations thereunder)

(“Section 409A” of the “Code”). To the extent that any provision in this Letter is ambiguous as to its compliance with Section 409A or to the extent any

provision in this Letter must be modified to comply with Section 409A (including Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the mutual consent of the

parties, which consent will not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Letter will comply with Section 409A. To the extent any taxable expense reimbursement or in-kind benefits under this Letter is subject to Section 409A, the amount thereof eligible in one taxable year will not affect the amount eligible for any other taxable year, in no event will any expenses be

reimbursed after the last day of the taxable year following the taxable year in which you incurred such expenses and in no event will any right to reimbursement or receipt of in-kind benefits be subject to

liquidation or exchange for another benefit. Each payment under this Letter will be treated as a separate payment for purposes of Section 409A.

•

At-Will Employment; No Guarantee of Employment, Target Direct Compensation,

Benefits, or Perquisites. You will continue to be employed at will, which means that you may terminate your employment at any time and that Truist may terminate your employment at any time for any reason not prohibited by applicable law. This

Letter is not a guarantee of employment, target direct compensation (subject to Section 4), benefits, or perquisites for a fixed term.

•

Entire Agreement. This Letter constitutes Truist’s and your only agreement relating to its subject matter and

supersedes any previous communications or representations, oral or written, from or on behalf of Truist.

•

Fiduciary Duties and Code of Ethics. Abiding by your fiduciary duties and Truist’s Code of Ethics (the

“Code of Ethics”) is a condition of your continued employment. A copy of the Code of Ethics is available on Truist’s website and may also be accessed through Truist’s systems.

•

Governing Law. The laws of the state of North Carolina govern the terms and conditions of this Letter.

•

Amendment; Counterparts. No provision of this Letter may be amended or modified by a party unless the amendment or

modification is agreed to in writing and signed by both parties. This Letter may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

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We look forward to your continued leadership in furthering Truist’s purpose, mission, and values and advancing the success and prosperity of our clients, communities, teammates, and

shareholders.

Sincerely,

TRUIST FINANCIAL CORPORATION

/s/ Thomas E. Skains

Thomas E. Skains

Lead Independent Director

I agree with and accept the foregoing terms.

/s/ William H. Rogers, Jr.

06/12/2026

William H. Rogers, Jr.

Date

Page 6 of 6

EX-10.2

Filename: d118981dex102.htm · Sequence: 3

EX-10.2

Exhibit 10.2

Thomas E. Skains

Lead Independent Director

Truist Center

214 North Tryon Street

Charlotte, North Carolina 28202

June 12, 2026

Michael P. Lyons

Dear Mike:

We are pleased to confirm the terms of your joining Truist Financial

Corporation (“TFC” and, together with its affiliates and subsidiaries, “Truist”) and look forward to your leadership.

•

Start Date. Your start date will be September 1, 2026, or another date that we mutually agree (your

“Start Date”).

•

Position. On your Start Date, you will be appointed as Chief Executive Officer of TFC and Truist Bank (collectively,

the “CEO”) and as a member of the Boards of Directors of TFC and Truist Bank (collectively, the “Board”). As CEO, you will report directly to the Board and have all of the customary powers, authorities, duties,

and responsibilities incident to the office of CEO. Also on your Start Date, Bill Rogers will be appointed as Executive Chair of TFC and Truist Bank with a planned retirement date coinciding with the 2027 annual meeting of shareholders of TFC.

•

Location. You will be based in Charlotte, North Carolina, and will relocate to Charlotte within one year of your

Start Date (with benefits under our relocation policy on the same terms that apply to other members of senior executive leadership). Until your relocation, you will be based in New York, New York.

•

Initial Base Salary. Your initial annual base salary will be $1,300,000 and paid according to TFC’s general

policies.

•

Initial Target Incentive Compensation. Your initial target incentive compensation will be as follows.

Annual Incentive Performance Program. Beginning with the 2026 performance year (“PY”), you will

be eligible for an annual incentive performance (“AIP”) award. Your target

Page 1 of 7

AIP award will be no less than 325% of your annual base salary (prorated for PY2026 based on your Start Date and a 365-day calendar year). Any award

payment can range from 0% to 200% of target and is subject to individual performance, corporate performance, risk outcomes, approval by the Board, and the other terms and conditions of the Truist Financial Corporation 2022 Incentive Plan (the

“Incentive Plan”) and the AIP program. Your AIP award will be payable when AIP awards are regularly paid to senior executive leadership, which is generally in the first quarter of the following year.

Long-Term Incentive Program. As soon as practicable after your Start Date, you will be granted a long-term

incentive (“LTI”) award with a target grant-date value of $12,000,000. This award will have the same form and terms as the LTI awards previously granted to other members of senior executive leadership for 2026, which is 40%

Performance Stock Units (“PSUs”), 35% Restricted Stock Units (“RSUs”), and 25% Cash Long-Term Incentive Plan (“LTIP”) awards. Your LTI awards will be subject to the terms and conditions of the

Incentive Plan and the respective award agreements. Additionally, you will be granted an LTI award with a target grant-date value of no less than $12,000,000 in Q1 2027 at the same time and subject to the same form and terms as LTI awards granted to

other members of senior executive leadership for 2027.

•

Replacement Awards. The following is in consideration of compensation foregone from your current employer.

Cash Awards. You will receive cash awards of (1) $1,000,000 to be paid as soon as practicable after your Start

Date and (2) $1,700,000 to be paid in 2027 when AIP awards are regularly paid to senior executive leadership, which is generally in the first quarter of the year, subject to your continued employment through that date.

LTI Awards. As soon as practicable after your Start Date, you will be granted LTI awards as follows:

(1)

an RSU award with a grant-date value of $13,200,000, which will vest ratably over three years beginning on the first

anniversary of the grant date and which will otherwise have the same form and terms as the RSU awards previously granted to other members of senior executive leadership for 2026;

(2)

PSU awards with an aggregate target grant-date value of $15,000,000, which will be distributed evenly across the

2024–2026, 2025–2027, and 2026–2028 performance periods and which will otherwise have the same form and terms as the PSU awards previously granted to other members of senior executive leadership for those performance periods; and

(3)

Cash LTIP awards with an aggregate target grant-date value of $9,300,000, which will be distributed evenly across the

2024–2026, 2025–2027, and 2026–2028 performance periods and which will otherwise have the same form and terms as the Cash LTIP awards previously granted to other members of senior executive leadership for those performance periods.

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These LTI awards will be subject to the terms and conditions of the Incentive Plan and the respective

award agreements.

•

Benefits and Perquisites. We make it a priority to create a supportive environment for our teammates by providing

programs and resources that care for their health, wellness, family, and finances. Upon joining Truist, your benefits will include the following.

Participation in the unlimited-vacation program.

Participation in our flexible benefits plan, including medical, dental, vision, life, disability, flexible spending,

dependent-care reimbursement, and other benefits to care for your health, in each case, on terms and conditions that are no less favorable than those provided to other members of senior executive leadership generally. You will be eligible for these

benefits on the first day of the month after your Start Date.

Participation in a robust 401(k) retirement savings plan and non-qualified

defined contribution plan, in each case, on terms and conditions that are no less favorable than those provided to other members of senior executive leadership generally. You will be eligible for matching contributions under these plans after one

year of service. Truist is also among a small number of employers that still offer and fund a pension plan—a truly competitive offering to show our teammates how much we value their work.

Additionally, in accordance with applicable policies in effect from time to time and to facilitate the performance of your responsibilities as CEO, you

will be provided with Truist-provided security personnel, residential security services, and personal use of Truist-provided aircraft and ground transportation (with a requirement to use Truist-provided aircraft for all business and personal

travel). You also will be eligible for executive physical-wellness examinations.

•

Executive Severance Plan; Restrictive Covenants. You will participate in TFC’s Executive Severance Plan (the

“Executive Severance Plan”). A copy of the Executive Severance Plan has been provided to you, and you are required to execute a participation agreement for the Executive Severance Plan effective as of your Start Date. Your

participation agreement will vary from the existing standard form in two ways in the event of your Involuntary Termination during a CIC Period—specifically, Section 4.1(a) will be amended to replace the phrase “two (2)” in

clause (i)(A) of that provision with “three (3),” and the definition of “COBRA Multiplier” will be amended to replace the phrase “twenty-four (24)” with “thirty-six

(36)” (with all of these terms defined in the Executive Severance Plan). Notwithstanding anything to the contrary in the Executive Severance Plan, your benefits under the Executive Severance Plan, as modified by this offer letter, may not be

adversely amended or terminated without your prior written consent, other than as set forth in Section 12.1 of the Executive Severance Plan.

You understand that, as a condition to participation, the Executive Severance Plan contains certain restrictive covenants, and you understand that

those restrictive covenants are a material condition of your employment with Truist. Notwithstanding the foregoing, you will be permitted to (1) serve on the board of directors of one other for-profit

company and (2) serve on the board of directors of not-for-profit companies, in each case, subject to Board approval and compliance with the Truist Corporate

Governance Guidelines.

Page 3 of 7

•

Clawback Policies. Any bonus, equity, or equity-based award or other incentive compensation granted to you

(including any AIP and LTI awards) will be subject to Truist’s Executive Compensation Recoupment Policy, Incentive Compensation Policy, and other clawback policies in effect from time to time.

•

Indemnification and Cooperation. During and after your employment, TFC and Truist Bank will indemnify you in your

You agree, during and after your employment, to reasonably cooperate with Truist in connection with any regulatory, other governmental, or private

litigation, dispute, or investigation, in each case, pertaining to Truist and with respect to which you may have relevant knowledge; provided that, in connection with your cooperation, Truist will reimburse your reasonable and documented expenses

according to TFC’s general policies. Truist acknowledges that you may be required to cooperate with Fiserv, Inc. in connection with similar matters, including ongoing litigation in which you are a named defendant, and subject to your abiding

by your fiduciary duties to Truist and Truist’s Code of Ethics, agrees that your cooperation in such matters will not be deemed a breach of this offer letter or any other agreement between you and Truist.

•

Tax Matters. Taxes will be withheld by Truist as appropriate under applicable tax requirements for any payments or

deliveries under this offer letter. This offer letter is intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (including the applicable regulations thereunder)

(“Section 409A” of the “Code”). To the extent that any provision in this offer letter is ambiguous as to its compliance with Section 409A or to the extent any

provision in this offer letter must be modified to comply with Section 409A (including Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the mutual consent of

the parties, which consent will not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this offer letter will comply with Section 409A. To the extent any taxable expense reimbursement or in-kind benefits under this offer letter is subject to Section 409A, the amount thereof eligible in one taxable year will not affect the amount eligible for any other taxable year, in no event will any expenses

be reimbursed after the last day of the taxable year following the taxable year in which you incurred such expenses and in no event will any right to reimbursement or receipt of in-kind benefits be subject to

liquidation or exchange for another benefit. Each payment under this offer letter will be treated as a separate payment for purposes of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under

Section 409A, amounts and benefits that would otherwise be provided pursuant to this offer letter or any other arrangement between you and Truist during the six-month period immediately after your

Separation from Service (as defined in Treasury Regulation 1.409A-l) will instead be paid on the first business day after the six month anniversary of Separation from Service (or, if earlier, your date of

death).

In the event that any payments or benefits otherwise payable to you (1) constitute “parachute payments”

within the meaning of Section 280G of the Code, and (2) but for this paragraph

Page 4 of 7

would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser

extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and

employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by you on an after-tax basis, of the greatest amount of

benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Any reduction in payments and/or benefits required by this provision will occur in the following order:

(1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to you. In the event that acceleration of vesting of equity awards is to be reduced, such

acceleration of vesting will be cancelled in the reverse order of the date of grant for equity awards.

•

At-Will Employment; No Guarantee of Employment, Target Direct Compensation,

Benefits, or Perquisites. If you accept this offer, please be aware that it is with the understanding and your agreement that you will be employed at will, which means that you may terminate your employment at any time and that Truist may

terminate your employment at any time for any reason not prohibited by applicable law. This offer letter is not a guarantee of employment, target direct compensation, benefits, or perquisites for a fixed term.

•

Entire Agreement. This offer letter constitutes Truist’s and your only agreement relating to its offer of

employment to you and supersedes any previous communications or representations, oral or written, from or on behalf of Truist.

•

Reimbursement. Truist will reimburse you for reasonable and documented legal fees and expenses incurred by you in

connection with the negotiation and preparation of this offer letter, in an amount not to exceed $50,000, as soon as practicable after your Start Date and receipt of the documentation.

•

Miscellaneous Representations. You acknowledge and agree that Truist has not asked you to breach any term or

condition of any confidentiality, non-solicitation, or non-compete agreement by which you are bound. It is the intent of you and Truist that Truist will not benefit,

even unwittingly, from any breach of your obligations under any such agreement. Further, you represent and warrant to Truist that you have fully disclosed to Truist the terms and conditions of all such agreements by which you are bound. You further

acknowledge and agree that you understand and accept all of the terms and conditions of this offer and that the affiliates and subsidiaries of TFC are intended third-party beneficiaries of this offer letter.

•

Fiduciary Duties and Code of Ethics. Abiding by your fiduciary duties and Truist’s Code of Ethics (the

“Code of Ethics”) is a condition of your employment. A copy of the Code of Ethics is available on Truist’s website and, after your Start Date, may also be accessed through Truist’s systems.

•

Governing Law. The laws of the state of North Carolina govern the terms and conditions of this offer letter.

Page 5 of 7

•

Background Investigation. This offer of employment is contingent upon our receipt of satisfactory responses to our

standard background checks, which consist of fingerprinting and a criminal records search, and any other required verifications or credit checks. You will also be required to provide Truist with evidence you are eligible to work in the United

States.

•

Amendment; Counterparts. No provision of this offer letter may be amended or modified by a party unless the

amendment or modification is agreed to in writing and signed by both parties. This offer letter may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same

agreement.

[The remainder of this page is left blank intentionally.]

Page 6 of 7

Once more, we are excited for you to join us in continuing to further Truist’s purpose, mission, and values and

advance the success and prosperity of our clients, communities, teammates, and shareholders.

Sincerely,

TRUIST FINANCIAL CORPORATION

/s/ Thomas E. Skains

Thomas E. Skains

Lead Independent Director

I agree with and accept the foregoing terms.

/s/ Michael P. Lyons

06/12/2026

Michael P. Lyons

Date

Page 7 of 7

EX-99.1

Filename: d118981dex991.htm · Sequence: 4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Truist announces Michael P. Lyons as incoming CEO

Bill Rogers to assume executive chair role as part of planned leadership succession until April 2027 retirement

CHARLOTTE, N.C., June 15, 2026 /PRNewswire/ — Truist Financial Corporation (NYSE: TFC) today announced Michael P. Lyons as its next president and chief

executive officer, effective Sept. 1, 2026. Lyons is a dynamic leader with over three decades of financial services experience and a proven track record of driving growth and competitive innovation in the banking industry.

Lyons succeeds Bill Rogers, who will become executive chair on Lyons’ start date as part of Truist’s leadership succession strategy. Rogers will serve in

that role until his planned retirement in April 2027.

Lyons brings more than 30 years of industry leadership, which spans all sectors of financial services, to

Truist. Most recently, he was CEO of Fiserv, Inc., a leading global financial technology and payments company that serves more than six million merchants and 10,000 financial institutions with core and digital banking solutions, card processing,

merchant acquisition and point-of-sale systems.

Previously, Lyons was president of

The PNC Financial Services Group, where he led all of PNC’s lines of business. During more than 13 years at PNC, he played an instrumental role in shaping PNC’s strategy, driving its financial performance, advancing its payments

offerings and enabling successful national growth. Lyons also helped lead more than $15 billion of strategic acquisitions at PNC and expansion of the bank’s geographic footprint.

Earlier in his career, he was the global head of corporate development, strategic planning, investor relations and private equity at Bank of America.

“Through our succession planning process, it became clear that Mike is an action-oriented leader committed to high performance across the full range of our

company operations and the right person to lead Truist’s next chapter of growth,” said Truist Lead Independent Director Thomas E. Skains. “We are incredibly grateful for Bill’s purpose-driven leadership as Truist’s

chief executive officer, and we look forward to his impactful contributions as executive chair.”

“Truist is an exceptional bank with a strong

foundation, incredible teammates and an extraordinary culture,” said Lyons. “I couldn’t be more excited to join the bank as CEO to apply my leadership experience and vision to drive the next phase of Truist’s growth,

cementing its position as a bank of choice for clients and creating value in the communities we serve. I also want to express my gratitude to Bill for the company and culture he has built.”

“Mike will move Truist forward with purpose and care, and a sense of urgency to realize our potential,” said Rogers. “It has been the professional

privilege of my lifetime to lead Truist and to work alongside truly extraordinary teammates. We are proud and ready for this important next chapter in our story.”

###

About Truist

Truist Financial Corporation is a purpose-driven financial services company committed to inspiring and building better lives and communities. Headquartered in

Charlotte, North Carolina, Truist has leading market share in many of the high-growth markets in the U.S. and offers a wide range of products and services through wholesale and consumer businesses, including consumer and small business banking,

commercial and corporate banking, investment banking and capital markets, wealth management, payments, and specialized lending businesses. Truist is a top 10 commercial bank with total assets of

$549 billion as of March 31, 2026. Truist Bank, Member FDIC. Equal Housing Lender. Learn more at Truist.com.

For further information:

Investors: Brad Milsaps, investors@truist.com

Media: Kyle Tarrance,

media@truist.com

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