TFC 10-K Annual Report Dec. 31, 2023 | Alphaminr
TRUIST FINANCIAL CORP
ALPHAMINR

TFC 10-K Fiscal year ended Dec. 31, 2023

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TRUIST FINANCIAL CORP
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TABLE OF CONTENTS
Item 1. BusinessItem 1A. Risk FactorsItem 1C. CybersecurityItem 2. PropertiesItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 8. Financial Statements and Supplementary DataNote 1. Basis Of PresentationNote 2. Business Combinations, Divestitures, and Noncontrolling InterestsNote 3. Securities Financing ActivitiesNote 4. Investment SecuritiesNote 5. Loans and AclNote 6. Premises and EquipmentNote 7. Goodwill and Other Intangible AssetsNote 8. Loan ServicingNote 9. Other Assets and LiabilitiesNote 10. DepositsNote 11. BorrowingsNote 12. Shareholders EquityNote 13. AociNote 14. Income TaxesNote 15. Benefit PlansNote 16. Commitments and ContingenciesNote 17. Regulatory Requirements and Other RestrictionsNote 18. Fair Value DisclosuresNote 19. Derivative Financial InstrumentsNote 20. Computation Of EpsNote 21. Operating SegmentsNote 22. Parent Company Financial InformationItem 9A. Controls and ProceduresItem 9B. Other InformationItem 15. Exhibits, Financial Statement Schedules

Exhibits

2.1 Equity Interest Purchase Agreement, dated as of February 20, 2024, by and among Trident Butterfly Investor, Inc., Panther Blocker I, Inc., Panther Blocker II, Inc., Truist Bank, Truist TIH Holdings, Inc., Truist TIH Partners, Inc., TIH Management Holdings, LLC, TIH Management Holdings II, LLC and Truist Insurance Holdings, LLC. Incorporated herein by reference to Exhibit2.1of the Current Report on Form 8-K, filedFebruary 20,2024. 3.1 Articles of Incorporation of the Registrant, as consolidated and restated December 15, 2020. Incorporated herein by reference to Exhibit 3.1 of the Annual Report on Form 10-K, filed February 24, 2021. 3.2 Bylaws of Truist Financial Corporation, as Amended and Restated, Effective September 27, 2023. Incorporated herein by reference to Exhibit 3.1 of the of the Current Report on Form 8-K, filed October 2, 2023. 4.2 First Supplemental Indenture, dated May 4, 2009, to the Indenture Regarding Senior Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association. Incorporated herein by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed May 4, 2009. 4.4 First Supplemental Indenture, dated as of December 23, 2003, to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association. Incorporated herein by reference to Exhibit 4.5 of the Annual Report on Form 10-K, filed February 27, 2009. 4.5 Second Supplemental Indenture, dated as of September 24, 2004, to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association. Incorporated herein by reference to Exhibit 4.7 of the Annual Report on Form 10-K, filed February 26, 2010. 4.6 Third Supplemental Indenture, dated May 4, 2009, to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association. Incorporated herein by reference to Exhibit 4.6 of the Current Report on Form 8-K, filed May 4, 2009. 4.7 Deposit Agreement, dated as of July 29, 2019, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary. Incorporated herein by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed July 29, 2019. 4.8 Form of Depositary Receipt. Incorporated herein by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed July 29, 2019. 4.9 Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Filed herewith. 4.10 Second Supplemental Indenture, dated as of June 6, 2022, between the Company and U.S. Bank Trust Company, National Association. Incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed June 6, 2022. 4.11 Fourth Supplemental Indenture, dated as of July 28, 2022, between the Company and U.S. Bank Trust Company, National Association. Incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed July 28, 2022. 10.1* BB&T Corporation Amended and Restated Non-Employee Directors Deferred Compensation Plan (amended and restated January 1, 2005). Incorporated herein by reference to Exhibit 10.1 of the Annual Report on Form 10-K, filed February 28, 2008. 10.2* BB&T Corporation 2012 Incentive Plan, as amended Incorporated herein by reference to Exhibit 10.1 of the Registration Statement on Form S-8, filed May 25, 2017. 10.3* Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (4-Year Vesting). Incorporated herein by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q, filed May 7, 2010. 10.4* BB&T Nonqualified Defined Benefit Plan (January 1, 2012 Restatement) Incorporated herein by reference to Exhibit 10.11 of the Annual Report on Form 10-K, filed February 25, 2016. 10.5* First Amendment to the BB&T Non-Qualified Defined Benefit Plan (January 1, 2012 Restatement). Incorporated herein by reference to Exhibit 10.12 of the Annual Report on Form 10-K, filed February 25, 2016. 10.6* Second Amendment to the BB&T Non-Qualified Defined Benefit Plan (January 1, 2012 Restatement). Incorporated herein by reference to Exhibit 10.13 of the Annual Report on Form 10-K, filed February 25, 2016. 10.7* Third Amendment to the BB&T Non-Qualified Defined Benefit Plan (January 1, 2012 Restatement) Incorporated herein by reference to Exhibit 10.11 of the Annual Report on Form 10-K, filed February 23, 2022. 10.8* Fourth Amendment to the BB&T Non-Qualified Benefit Plan (January 1, 2012 Restatement) Incorporated herein by reference to Exhibit 10.12 of the Annual Report on Form 10-K, filed February 23, 2022. 10.9* Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation 2012 Incentive Plan. Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed May 2, 2013. 10.10* Form of Nonqualified Option Agreement (Senior Executive) for the BB&T Corporation 2012 Incentive Plan. Incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q, filed April 30, 2014. 10.11* Form of Restricted Stock Unit Agreement (Performance-Based Vesting Component)(Senior Executive) for the BB&T Corporation 2012 Incentive Plan. Incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed April 30, 2014. 10.12* Form of LTIP Award Agreement for the BB&T Corporation 2012 Incentive Plan (effective 2019). Incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed April 30, 2019. 10.13* Form of Performance Unit Award Agreement for the BB&T Corporation 2012 Incentive Plan (effective 2019). Incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed April 30, 2019. 10.14* SunTrust Banks, Inc. 2009 Stock Plan, as amended and restated as of August 11, 2015 Incorporated by reference to Exhibit 10.1 to SunTrust's Current Report on Form 8-K, filed August 13, 2015. 10.15* Form of Nonqualified Stock Option Agreement Incorporated by reference to Exhibit 10.1.1 to SunTrust's Registration Statement No. 333-158866 on Form S-8, filed April 28, 2009. 10.16* Form of Nonqualified Stock Option Award Agreement with clawback under the SunTrust Banks, Inc. 2009 Stock Plan Incorporated by reference to Exhibit 10.29 of SunTrust's Annual Report on Form 10-K, filed February 24, 2012. 10.17* SunTrust Banks, Inc. ERISA Excess Retirement Plan, amended and restated effective as of January 1, 2011 Incorporated herein by reference to Exhibit 10.8 to SunTrust's Quarterly Report on Form 10-Q, filed August 9, 2011. 10.18* Further amended by Amendment Number One, effective as of January 1, 2012 Incorporated herein by reference to Exhibit 10.10 to SunTrust's Annual Report on Form 10-K, filed February 24, 2012. 10.19* Form of Restricted Stock Unit Agreement (Non-Employee Directors) for the Truist Financial Corporation 2012 Incentive Plan (effective 2020). Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed May 8, 2020. 10.20* Form of Restricted Stock Unit Agreement (Category 2 Employee) for the Truist Financial Corporation 2012 Incentive Plan (effective 2021). Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed May 3, 2021. 10.21* Form of Restricted Stock Unit Agreement (Senior Executive) for the Truist Financial Corporation 2012 Incentive Plan (effective 2021). Incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed May 3, 2021. 10.22* Form of LTIP Award Agreement for the Truist Financial Corporation 2012 Incentive Plan (effective 2021). Incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed May 3, 2021. 10.23* Form of Performance Unit Award Agreement for the Truist Financial Corporation 2012 Incentive Plan (effective 2021). Incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q, filed May 3, 2021. 10.24* Truist Financial Corporation Nonqualified Defined Contribution Plan Incorporated herein by reference to Exhibit 10.62 of the Annual Report on Form 10-K, filed February 24, 2021. 10.25* Master Trust Agreement (Nonqualified Plans) between Truist Financial Corporation and Fidelity Management Trust Company Incorporated herein by reference to Exhibit 10.63 of the Annual Report on Form 10-K, filed February 24, 2021. 10.26* Truist Financial Corporation 401(k) Savings Plan Incorporated herein by reference to Exhibit 10.64 of the Annual Report on Form 10-K, filed February 24, 2021. 10.27* First Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) Incorporated herein by reference to Exhibit 10.62 of the Annual Report on Form 10-K, filed February 23, 2022. 10.28* Second Amendment to the Truist Financial Corporation 401(k) Saving Plan (August 1, 2020 Restatement) Incorporated herein by reference to Exhibit 10.63 of the Annual Report on Form 10-K, filed February 23, 2022. 10.29* Third Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) Incorporated herein by reference to Exhibit 10.55 of the Annual Report on Form 10-K, filed February 28, 2023. 10.30* Fourth Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) Incorporated herein by reference to Exhibit 10.56 of the Annual Report on Form 10-K, filed February 28, 2023. 10.31* SunTrust Banks, Inc. Directors Deferred Compensation Plan, amended and restated as of January 1, 2009 Incorporated by reference toExhibit 10.1to the SunTrust Current Report on Form 8-K, filed January 7, 2009. 10.32* Amendment Number One to the SunTrust Banks, Inc. Directors Deferred Compensation Plan, effective as of January 1, 2018 Incorporated herein by reference to Exhibit 10.14 of SunTrust's Annual Report on Form 10-K, filed February 22, 2019. 10.33* First Amendment to BB&T Corporation Amended and Restated Non-Employee Directors Deferred Compensation Plan (Amended and Restated January 1, 2005) Incorporated herein by reference to Exhibit 10.69 of the Annual Report on Form 10-K, filed February 24, 2021. 10.34* 2020 Amendment to the Truist Financial Corporation Amended and Restated Non-Employee Directors Deferred Compensation Plan Incorporated herein by reference to Exhibit 10.67 of the Annual Report on Form 10-K, filed February 23, 2022. 10.35* Employment Agreement by and between Truist Insurance Holdings, Inc. and John Howard Incorporated herein by reference to Exhibit 10.68 of the Annual Report on Form 10-K, filed February 23, 2022. 10.36* Qualified Trust Agreement between Truist Financial Corporation and Fidelity Management Trust Company (July 15, 2020) Incorporated herein by reference to Exhibit 10.65 of the Annual Report on Form 10-K, filed February 24, 2021. 10.37* First Amendment to Qualified Trust Agreement between Truist Financial Corporation and Fidelity Management Trust Company (July 15, 2020) Incorporated herein by reference to Exhibit 10.66 of the Annual Report on Form 10-K, filed February 24, 2021. 10.39* Form of Employee Restricted Stock Unit Agreement for the Truist Financial Corporation 2022 Incentive Plan Incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed May 5, 2022. 10.40* Letter from Daryl N. Bible, dated, December 2, 2022 regarding Voluntary Resignation as a Consultant Incorporated herein by reference to Exhibit 10.67 of the Annual Report on Form 10-K, filed February 28, 2023. 10.41* Retirement and Consulting Agreement between the Company and Daryl N. Bible. Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed August 1, 2022. 10.42* Truist Financial Corporation Management Change of Control, Severance, and Noncompetition Plan. Incorporated herein by reference to Exhibit 10.1 on Current Report on Form 8-K, filed July 26, 2022. 10.43* Form of Executive Severance and Noncompetition Agreement. Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed October 31, 2022. 10.44* Form of Restricted Stock Unit Agreement (Senior Executive 60/5 Retirement) for the Truist Financial Corporation 2022 Incentive Plan. Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed May 1, 2023. 10.45* Form of Performance Unit Award Agreement (Senior Executive 60/5 Retirement) for the Truist Financial Corporation 2022 Incentive Plan. Incorporated herein by reference to Exhibit 10.2of the Quarterly Report on Form 10-Q, filed May 1, 2023. 10.46* Form of Performance Unit Award Agreement (Senior Executive 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan. Incorporated herein by reference to Exhibit 10.3of the Quarterly Report on Form 10-Q, filed May 1, 2023. 10.47* Form of LTIP Award Agreement (Senior Executive 60/5 Retirement) for the Truist Financial Corporation 2022 Incentive Plan. Incorporated herein by reference to Exhibit 10.4of the Quarterly Report on Form 10-Q, filed May 1, 2023. 10.48* Form of LTIP Award Agreement (Senior Executive 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan. Incorporated herein by reference to Exhibit 10.5of the Quarterly Report on Form 10-Q, filed May 1, 2023. 10.49* 2023 Employment Agreement by and between Truist Insurance Holdings, Inc. and John Howard. Incorporated herein by reference to Exhibit 10.6of the Quarterly Report on Form 10-Q, filed May 1, 2023. 10.50* Truist Financial Corporation Non-Qualified Deferred Compensation Trust Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed July 31, 2023. 10.51* First Amendment and Resolutions to the Truist Financial Corporation Non-Qualified Deferred Compensation Plan Incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed July 31, 2023. 10.52* Sixth Amendment to the Truist Financial Corporation Pension Plan (October 1, 2020 Restatement) Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed October 31, 2023. 10.53* Fifth Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) Incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed October 31, 2023. 10.54* Second Amendment to the Truist Financial Corporation Non-Qualified Defined Contribution Plan Filed herewith. 10.55* Second Amendment to Master Trust Agreement (Non-Qualified Plans) between Fidelity Management Trust Company and Truist Financial Corporation Filed herewith. 10.56* Third Amendment to the Truist Financial Corporation Pension Plan (October 1, 2020 Restatement) Filed herewith. 10.57* Fourth Amendment to the Truist Financial Corporation Pension Plan (October 1, 2020 Restatement) Filed herewith. 10.58* Fifth Amendment to the Truist Financial Corporation Pension Plan (October 1, 2020 Restatement) Filed herewith. 10.59* Seventh Amendment to the Truist Financial Corporation Pension Plan (October 1, 2020 Restatement) Filed herewith. 10.60* Sixth Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) Filed herewith. 10.61* Seventh Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) Filed herewith. 10.62* Amended and Restated Management Change of Control, Severance, and Noncompetition Plan Filed herewith. 21 Subsidiaries of the Registrant. Filed herewith. 22 List of Subsidiary Issuers of Guaranteed Securities. Filed herewith. 23 Consent of Independent Registered Public Accounting Firm. Filed herewith. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith. 97* Executive Compensation Recoupment Policy Filed herewith.