William H. Rogers, Jr. will retire as CEO and President of Truist Financial Corporation and Truist Bank effective September 1, 2026, transitioning to Executive Chair through the 2027 annual meeting. Michael P. Lyons, formerly of Fiserv, Inc. and PNC Bank, will succeed him as the new CEO and President effective on the Transition Date. The filing describes the following compensation packages for both executives: William H. Rogers, Jr. transition/retirement/Executive Chair role and transition letter terms; Michael P. Lyons new CEO/President role and offer letter terms including a $1,300,000 base salary and $12,000,000 target LTI award for 2026. Truist Financial Corporation is a financial services company providing banking and wealth management services.

Truist Financial Corporation appointed Catherine P. Bessant as a director of the Company and its subsidiary, Truist Bank, effective June 5, 2026. Ms. Bessant will serve on the Joint Risk Committee and receive an annual cash retainer of $110,000 and an annual restricted stock unit grant of $200,000.