Truist Financial

On September 7, 2022, Truist Financial Corporation (“Truist”) announced the appointment of Michael B. Maguire as Chief Financial Officer of Truist, effective as of September 15, 2022. On September 13, 2022, the Compensation and Human Capital Committee (the “Compensation Committee”) of the Board of Directors of Truist approved the following adjustments to Mr. Maguire’s compensation to reflect his new position and expanded responsibilities as Chief Financial Officer. Mr. Maguire’s base salary will be increased to $700,000 per year effective upon Mr. Maguire assuming the position of Chief Financial Officer on September 15, 2022. Mr. Maguire’s target annual cash incentive compensation opportunity under Truist’s Annual Incentive Performance award program will be increased to 180% of base salary effective for the partial performance period from September 15, 2022 through December 31, 2022.

On September 7, 2022, Truist Financial Corporation (“Truist”) announced that Michael B. Maguire has been appointed as Chief Financial Officer of Truist, effective as of September 15, 2022. Mr. Maguire, age 44, will succeed Daryl N. Bible, who announced in May 2022 that he planned to retire from Truist upon the naming and transition of his successor. Since December 2019, Mr. Maguire has served as Chief Consumer Finance and Payments Officer of Truist, leading the company’s consumer finance businesses, including LightStream, Service Finance, Sheffield Financial, Dealer Retail Services, and Truist’s student loan unit. In this role, he has also been responsible for Truist’s enterprise payments strategy group and for Truist’s wholesale payments businesses, including treasury solutions, merchant services, and commercial card. Prior to this role, Mr.

On July 25, 2022, the Compensation and Human Capital Committee of the Board of Directors of Truist Financial Corporation (“Truist”) approved the Truist Management Change of Control, Severance, and Noncompetition Plan (the “Plan”). The purpose of the Plan is to establish and maintain a vital management team essential to protecting and enhancing the best interests of Truist and its shareholders, to protect members of the Executive Leadership Team or certain other senior leaders of Truist (each such person, a “Participant”) in the case of non-Change of Control (as defined in the Truist Financial Corporation 2022 Incentive Plan) employment changes, and to secure the continued dedication and objectivity of Truist’s management team in the event of any threat or occurrence of, or negotiation or other action that could lead to or create the possibility of, a Change of Control, without concern as…

On May 20, 2022, Truist Financial Corporation (“Truist”) announced that Daryl N. Bible, Truist’s Chief Financial Officer, will retire from Truist later this year, upon the naming and transition of his successor in the role (the “Retirement Date”). In connection with his retirement, Truist and Mr. Bible entered into a Retirement and Consulting Agreement (the “Agreement”), pursuant to which Mr. Bible will provide consulting services to support the transition of the Chief Financial Officer’s responsibilities to his successor, including with respect to capital, liquidity and other balance sheet management activities. These consulting services will be provided for a period of one year from the Retirement Date (the “Consulting Period”).

As discussed below, at the Annual Meeting of Shareholders of Truist Financial Corporation (the “Corporation”) held on April 26, 2022, the Corporation’s shareholders approved the Truist Financial Corporation 2022 Incentive Plan (the “2022 Incentive Plan”). A description of the material terms of the 2022 Incentive Plan is set forth under the heading “Proposal 4 - Approval of the Truist Financial Corporation 2022 Incentive Plan” in the Proxy Statement filed by the Corporation with the Securities and Exchange Commission on March 14, 2022, which description is hereby incorporated into this

On April 14, 2022, the Board of Directors (the “Board”) of Truist Financial Corporation (“Truist”) and Mr. William H. Rogers, Jr., Truist’s Chairman and Chief Executive Officer, agreed to terminate certain governance provisions arising out of the merger of equals between BB&T Corporation and SunTrust Banks, Inc. prior to their expiration, so that there are no limitations with respect to the Board’s selection of its Chairman. The Board and Mr. Rogers concluded that these merger-related provisions were no longer necessary and made the specific changes described in this Form 8-K. The Board received and accepted from Mr. Rogers a waiver under Mr.

On March 29, 2022, the Compensation and Human Capital Committee (the "Committee") of the Board of Directors of Truist Financial Corporation ("Truist") reviewed the compensation of Vice Chair and named executive officer, Hugh S. Cummins III, in connection with his recently expanded responsibilities, including leadership of Truist's Corporate Development Group, which includes Truist Ventures, and the Truist Integrated Relationship Management team. As part of this review, the Committee approved increasing Mr. Cummins' target annual cash incentive compensation opportunity under Truist's Annual Incentive Performance award program to 255% of his base salary effective for the 2022 plan year. The Committee also reviewed Mr.

On October 25, 2021, Paul R. Garcia, a member of the Board of Directors (the “Board”) of Truist Financial Corporation (“Truist”), notified Truist of his intention to retire from the Board effective as of October 26, 2021. Mr. Garcia’s resignation will allow him to pursue other available opportunities and is not due to any disagreement with Truist on any matter relating to Truist’s operations, policies or practices. The Board and Truist’s management express their deep appreciation to Mr. Garcia for his dedicated service and many significant contributions to Truist and its predecessor, SunTrust Banks, Inc., during his tenure as a director.

On August 17, 2021, Truist Financial Corporation (“Truist”) issued a news release announcing various organizational and personnel changes to its Executive Leadership team. Among other changes, Truist announced that Kelly S. King, Chairman and Chief Executive Officer, will transition to the role of Executive Chairman of the Board of Directors of Truist, a position he will occupy through March 12, 2022. William H. Rogers, Jr., 63, President and Chief Operating Officer, will assume the role of Chief Executive Officer. These changes, which will be effective on September 12, 2021, were planned and previously disclosed as part of the consummation of the merger between BB&T Corporation and SunTrust Banks, Inc. on December 6, 2019 pursuant to which Truist was formed. Since December 2019, Mr. Rogers has served as President and Chief Operating Officer of Truist.

On February 24, 2020, the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors of Truist Financial Corporation (the “Company”) adopted a revised annual incentive program and a revised long-term incentive program under the Company’s 2012 Incentive Plan, as amended, to provide for annual and long-term incentive opportunities, respectively, for certain of the Company’s executive officers. These programs are intended to align the interests of the Company’s executive officers with both the short-term and long-term interests of our shareholders by using metrics that we believe are key drivers of sustained and longer-term shareholder value.

Effective upon the consummation of the Merger, and pursuant to the terms of the Merger Agreement, William H. Rogers, Jr., the former Chairman and Chief Executive Officer of SunTrust, was appointed as a director and as President and Chief Operating Officer of the Company. Mr. Rogers, 62, served as a director of SunTrust from 2011 and served as Chairman of the Board of SunTrust since January 1, 2012. He was named Chief Executive Officer of SunTrust in June 2011 after having served as SunTrust’s Chief Operating Officer since 2010 and President since 2008. Mr. Rogers began his career with SunTrust in 1980 and served in a leadership capacity in all business segments of SunTrust. Mr. Rogers previously served as a director of Books-a-Million, Inc. and currently serves on the Federal Reserve Board of Governors’ Federal Advisory Council as a representative of the Federal Reserve Bank of Atlanta.

In connection with integration planning for the proposed merger of equals (the “Merger”) between BB&T Corporation (“BB&T”) and SunTrust Banks, Inc. (“SunTrust”), with BB&T as the surviving entity (the “Combined Company”), on May 28, 2019, BB&T entered into certain agreements with each of Daryl N. Bible, Donna C. Goodrich, Christopher L. Henson and Clarke R. Starnes, III, all of whom are named executive officers of BB&T (collectively, the “Executives”). These agreements were designed to promote retention and to incentivize efforts to consummate and achieve the anticipated benefits of the proposed Merger. The Compensation Committee of the BB&T Board of Directors (the “Compensation Committee”) approved the entry into these agreements, in each case subject to the applicable individual’s continued service through the closing of the Merger.

Effective March 1, 2019, BB&T Corporation (“BB&T”) and Branch Banking and Trust Company (“Branch Bank”) provided notices to each of BB&T’s named executive officers (other than Kelly S. King, BB&T’s Chairman and Chief Executive Officer) under the named executive officers’ respective employment agreements with BB&T and Branch Bank, which notices provide that BB&T and Branch Bank are not extending the term of the employment agreement, such that the term will be fixed to the 36-month period ending March 1, 2022 (unless earlier terminated in accordance with the employment agreement). Upon expiration of the term on March 1, 2022, the named executive officer’s employment would continue, although the terms of the employment agreement, including certain post-employment restrictions under the employment agreement, would cease to apply. If the merger agreement between BB&T and SunTrust Banks, Inc.

In connection with its execution of the Merger Agreement, BB&T entered into an amended and restated employment agreement with Mr. King (the “King Employment Agreement”), which will replace Mr. King’s existing employment agreement with BB&T as of the Effective Time. The King Employment Agreement, which incorporates the terms of the succession plan noted in

(b) On December 31, 2018, Eric C. Kendrick retired from the board of directors of BB&T Corporation ("BB&T") pursuant to BB&T's director retirement policy.

(d) On October 22, 2018, the Board of Directors of BB&T Corporation (the "Company") elected Patrick C. Graney and Easter A. Maynard as directors of the Company, effective October 22, 2018 . Mr. Graney and Ms. Maynard have each been appointed to serve on both the Compensation Committee and the Nominating and Corporate Governance Committee. The newly-appointed directors are non-management directors and will receive compensation that is consistent with the compensation received by the other non-management members of the Board. These compensatory arrangements are described under the heading "Compensation of Directors" in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 15, 2018. The press release announcing the election of Mr. Graney and Ms. Maynard to the Company's Board is attached hereto as Exhibit 99.1.

5.02(b) On December 31, 2017, James A. Faulkner retired from the board of directors of BB&T Corporation (“BB&T”) pursuant to BB&T’s director retirement policy. 2

5.02(b) On October 23, 2017, Mr. Stephen T. Williams announced his intention to retire from the Board of Directors of BB&T Corporation effective as of December 31, 2017. 2

As noted below, on April 25, 2017, shareholders of BB&T Corporation (the “Corporation” or “BB&T”), approved amendments to the BB&T Corporation 2012 Incentive Plan (“the Plan”). The Compensation Committee and Board of Directors of BB&T previously approved the Plan, subject to shareholder approval. Among other changes, the amendments to the Plan increase the authorized number of shares available for grant under the Plan by 6.2 million. The Plan is described in the Proposal 5 section of BB&T’s proxy statement for its 2017 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 15, 2017 (“2017 Proxy Statement”).

On February 21, 2017, the Compensation Committee (“Compensation Committee”) of the Board of Directors of BB&T Corporation (“BB&T”), taking into account shareholder feedback, made significant changes to its executive compensation program. The Compensation Committee’s changes enhance the long-term incentive program as follows: • Granted PSUs Representing 50% of Equity Awards : In 2017, 50% of the equity awards granted are in the form of Performance Share Units (“PSUs”) with the remaining equity awards granted in the form of Restricted Stock Units (“RSUs”). • Eliminated Stock Options : In consideration of shareholder feedback and to reinforce BB&T’s focus on PSUs, in 2017 BB&T eliminated the use of stock options.

(b) On December 31, 2016, Edward C. Milligan and Edwin H. Welch, Ph.D., retired from the board of directors of BB&T Corporation (“BB&T”) pursuant to BB&T’s director retirement policy.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On December 20, 2016, BB&T Corporation (“BB&T”) appointed Christopher L. Henson as President of BB&T and President of Branch Banking and Trust Company (“Branch Bank”). Mr. Henson will also continue in his current role as Chief Operating Officer of BB&T and Branch Bank. A copy of the Company’s December 21, 2016 press release announcing the appointment is filed herewith as Exhibit 99.1 and incorporated herein by reference. Mr. Henson, age 55, has served as Chief Operating Officer of BB&T since January 2009.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On June 28, 2016, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of BB&T Corporation (“BB&T” or the “Company”) approved a change to the Company’s 2016-2018 Long-Term Incentive Performance Award (“LTIP”) originally granted on February 23, 2016. As modified, payments under the 2016-2018 LTIP are subject to reduction based on BB&T’s total shareholder return (“TSR”) percentile performance relative to the Company’s peer group TSR for the three-year performance period. The 2016-2018 LTIP will continue to measure and reward BB&T’s return on common equity performance relative to the Company’s peer group over the three-year performance period.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; On May 26, 2016, BB&T Corporation announced that Ricky K. Brown, Senior Executive Vice President and President, Community Banking, will retire effective December 15, 2016. BB&T Corporation also announced that it expects to provide further announcements related to succession planning later this year. These potential announcements do not relate to Kelly S. King, who will remain Chairman and Chief Executive Officer for the foreseeable future. A copy of the press release announcing Mr. Brown's retirement is attached as Exhibit 99.1.

On December 31, 2015, Ronald E. Deal and John P. Howe III, M.D. retired from the board of directors of BB&T Corporation (“BB&T”) pursuant to BB&T’s director retirement policy. Effective January 1, 2016, the board designated Jennifer S. Banner as BB&T's lead director, succeeding Mr. Deal in that role upon his retirement. S I G N A T U R E 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. BB&T CORPORATION (Registrant) By: /s/ Cynthia B. Powell Cynthia B. Powell Executive Vice President and Corporate Controller (Principal Accounting Officer) Date: January 5, 2016