TRUIST FINANCIAL CORP : Regulation FD Disclosure, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 7.01 Regulation FD Disclosure

Truist Financial Corporation (“Truist”) today announced that it has reached a
definitive agreement to sell a 20% minority stake in its insurance brokerage
subsidiary, Truist Insurance Holdings, Inc. (“TIH”), to an investor group led by
Stone Point Capital LLC (the “Investor Group“). A copy of the news release
issued by Truist announcing the transaction is furnished as Exhibit 99.1. In
addition, Truist will host a conference call to discuss the transaction today at
9:00 a.m. eastern time. A copy of the presentation materials for the call is
furnished as Exhibit 99.2.

The news release at Exhibit 99.1 and the presentation materials at Exhibit 99.2
are 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 and shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except
as otherwise expressly stated in such filing. All information in this Current
Report on Form 8-K and in the exhibits hereto speaks as of the date hereof and
thereof, respectively, and Truist does not assume any obligation to update such
information in the future. In addition, Truist disclaims any inference regarding
the materiality of such information which otherwise may arise as a result of its
furnishing such information under Item 7.01 of this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Truist also announced that, in connection with this transaction, John M. Howard will continue as Chief Executive Officer of TIH, reporting to Truist Chief
Executive Officer, William H. Rogers, Jr., but Truist will shift some of his
enterprise-wide responsibilities in order to support focus on maximizing the
success of TIH.

On February 15, 2023, the Compensation and Human Capital Committee of the Board
of Directors of Truist approved the following adjustments to Mr. Howard’s compensation in connection with this transaction. Mr. Howard’s base salary will
be increased to $1,000,000 per year effective immediately. Mr. Howard’s target
annual cash incentive compensation opportunity under Truist’s Annual Incentive
Performance award program for 2023 will be increased to 230% of his base salary
effective for the entire 2023 performance period, and the payout will now be
based 75% on performance metrics relating solely to TIH and 25% on performance
criteria applicable to Truist as a whole. Mr. Howard will also be entitled to
receive, subject to the closing of the investment by the Investor Group in TIH
and the approval of TIH’s Board of Managers, a one-time equity award from TIH in
the form of both time-vesting and event-vesting profits interests (50% of each)
with an aggregate Black-Scholes value of approximately $17,500,000, which will
provide value to Mr. Howard based only on any increase in value of TIH over the
value of TIH as of the date that the profits interests are granted to Mr. Howard (taking into account the investment by the Investor Group). The time-vesting
profits interests will vest pro-rata over the course of four years, and the
profits interest grant will be in lieu of any other long-term incentive
compensation grant that Mr. Howard would have otherwise been eligible to receive
during this period. Mr. Howard will otherwise remain subject to the same terms
and conditions of employment as prior to these changes.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits. Exhibit No. Description of Exhibit 99.1 News release dated February 16, 2023 99.2 Presentation materials dated February 16, 2023 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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Source: marketscreener.com