Form of LTIP Award Agreement for the Truist Financial Corporation 2022 Incentive Plan

THIS AGREEMENT (this “Agreement”), effective as of the “Grant Date” noted above, between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”), for itself and its Affiliates (referred to both collectively and individually as the “TFC Group”), and [Name], an Employee (the “Participant”), is made pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended from time to time (the “Plan”).

In consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency of which are acknowledged, THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:

1.Incorporation of Plan. The rights and duties of the TFC Group and the Participant under this Agreement will in all respects be subject to and governed by the provisions of the Plan, the terms of which also are incorporated into this Agreement by reference. If there is a conflict between this Agreement and the Plan, the Plan will govern. Unless otherwise provided, capitalized terms in this Agreement have the same definitions as set forth in the Plan.

2.Grant of Restricted Stock Units. TFC grants the Participant an award of Restricted Stock Units (the “Award”) for the number of whole shares specified above (the “Shares”) of TFC Common Stock, $5.00 par value per share (“Common Stock”). Prior to distribution of the Shares under the Award, the Award will represent an unsecured obligation of TFC, payable (if at all) only from TFC’s general assets.

3.Vesting of Award. [The Award is unvested at grant. Subject to the terms of this Agreement (including Sections 4 and 5), [portions of] the Award will vest on the vesting dates set forth above (the “Vesting Dates”)][The Award is vested at grant]. Vesting does not mean that the participant has a non-forfeitable right to the vested portion of the Award. The terms of this Agreement, including Sections 5 and 21, continue to apply to the Award. The Administrator has sole authority to determine whether and to what degree the Award has vested, been earned, and is payable, and to interpret the terms and conditions of this Agreement and the Plan.

4.Forfeiture of Award. Except as otherwise provided in this Section 4, if the Participant’s employment with the TFC Group terminates for any reason prior to the end of the Vesting Date, then the Award, to the extent not vested as of the Participant’s termination of employment date, will be forfeited immediately upon such termination, and the Participant will have no further rights with respect to the Award. The Administrator will have sole discretion to determine if a Participant’s rights have terminated, including the authority to determine the basis for the Participant’s termination of employment.

(a)Certain Terminations. Notwithstanding the preceding,

(i)Death or Disability. If the Participant’s employment with the TFC Group is terminated due to death or Disability, the Award will become fully vested upon the date of the Participant’s death or Disability without regard to the vesting schedule set forth in Section 3.

(ii)Involuntary Termination Without Cause Or With Good Reason. If the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without “Cause” (as defined below) or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment agreement that applies to the Participant, the Award will continue to vest in accordance with this Agreement subject to the passage of time; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of a release of claims in favor of the TFC Group, including covenants not to solicit employees or clients of the TFC Group on terms generally applicable to similarly-situated executives (the “Release and Covenants Agreement”), within sixty (60) days following such termination, and if the Participant declines to execute, revokes, or fails to comply with the terms of the Release and Covenants Agreement, any unvested or unpaid portion of the Award will be forfeited. A termination will be for “Cause” if the termination of the Participant’s employment by the TFC Group is on account of the Participant’s (w) conviction or plea of guilty or nolo contendere to a felony; (x) dishonesty, theft, or embezzlement; (y) failure to substantially perform the Participant’s duties, or (z) material breach of any of the

Participant’s obligations under any material written agreement or covenant the Participant has entered into with the TFC Group, under any material written policy, program, or code of the TFC Group that is applicable to the Participant, or of Participant’s duties to the TFC Group. The determination of whether termination is for Cause will be made by the Administrator, and its determination will be final and conclusive.

(iii)Retirement. If the Participant’s employment with the TFC Group is terminated by the Participant due to Retirement, and the Participant has completed at least six (6) months of continuous employment after the Grant Date (beginning with the first day of the calendar month following the Grant Date and ending on the last working day of the sixth (6th) calendar month), the Award will continue to vest in accordance with this Agreement subject to the passage of time. “Retirement” occurs only when a Participant incurs a Separation from Service on or after the Participant’s attainment of at least age 60 with at least 10 years of service with the TFC Group.

(i)Impact of Change of Control. In the event of a Change of Control, if Section 4(a)(ii) applies to the Participant, the Award will become fully vested as of the later of the date of the Change of Control and such termination. For purposes of this Section 4(b)(i), the phrase “termination of employment” means a Separation from Service.

(ii)For purposes of this Section 4(b), a “Change of Control” will be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together with its affiliates, excluding employee benefit plans of the TFC Group, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of TFC representing thirty percent (30%) or more of the combined voting power of TFC’s then outstanding securities; (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of TFC (other than such an offer by TFC for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period constituted TFC’s Board, plus new directors whose election or nomination for election by TFC’s

shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the “Continuing Directors”), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date that a transaction for the sale or disposition by TFC of all or substantially all of TFC’s assets (within the meaning of Section 409A) closes or is otherwise successfully consummated; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of TFC that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of TFC within the meaning of Section 409A.

5.Award Payout.

(a)Award payout will be made to the Participant (or in the event of the Participant’s death, to the Participant’s beneficiary or beneficiaries) in a lump sum on or as soon as practicable following the dates contemplated by the Delivery Schedule set forth above (the “Delivery Dates”)[, provided that, prior to payout, the Administrator may determine that all or any part of the Award scheduled to payout on a Delivery Date will be cancelled or forfeited as a result of (i) a significant, negative risk outcome as a result of a corporate or individual action, (ii) TFC incurring an aggregate operating loss for TFC’s fiscal year ending in the applicable vesting period, or (iii) as otherwise permitted in this Agreement or the Plan]. Notwithstanding the foregoing, TFC reserves the right to (i) suspend Award payout (to the extent permitted by Section 409A), or (ii) deliver the Award payout into an escrow account in connection with any investigation of whether any of the events that result in forfeiture under Sections [5 or] 21 have occurred.

6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan will confer on the Participant any right to continue in the employment or service of the TFC Group or affect in any way the right of the TFC Group to terminate the Participant’s employment or service at any time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the Award will terminate upon termination of the employment or service of the Participant with the TFC Group. The grant of the Award does not create any obligation on the part of the TFC Group to grant any further awards. So long as the Participant continues to be an Employee of the TFC Group, the Award will not be affected by any change in the duties or position of the Participant.

7.Nontransferability of Award and Shares. The Award, and the right to any Award payout, will not be transferable (including by sale, assignment, pledge, or hypothecation) other than by will or the laws of intestate succession, and any purported transfer will be null and void. The designation of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the Participant may disclaim the Award.

8.Non-solicitation Covenants.

relationship with the third-party vendor. “Material contact” means (i) actual contact with business partner, third-party vendors or customers—such as through the provision or receipt of services or sales visits or calls—or (ii) coming to know confidential information about a vendor or customer of the TFC Group—such as by obtaining pricing and sales information. This provision does not prohibit the Participant from accepting as a vendor or client any person or entity who responds to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, or internet databases, not specifically directed at Business Partner, vendors or customers of the TFC Group.

(c)The Participant understands and agrees that nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group prohibits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any law or privilege to the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (a “Government Agency”) regarding possible legal violations, or from making disclosures that are required by the Bank Secrecy Act or other law without disclosure to the TFC Group. Likewise, nothing in the Plan, this Agreement, or any other agreement with policy of the TFC Group is intended to or will prevent, impede, or interfere with the Participant providing truthful testimony and information in the course of, or otherwise participating in, an investigation or proceeding conducted by a Government Agency in connection with the lawful exercise of the Government Agency’s functions. Nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group, or otherwise requires the Participant to disclose to the TFC Group any communications the Participant may have had or information the Participant may have provided to any Government Agencies regarding possible legal violations.

reformed, then such provision will be severed from this Agreement and will not adversely affect the legality, validity, or enforceability of any of the remaining provisions in this Agreement.

9.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations, or agreements of the TFC Group with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations, or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, employment agreement or any other similar agreement between the Participant and the TFC Group, including any restrictive covenants contained in such agreements.

10.Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of North Carolina, without regard to the principles of conflicts of law, and in accordance with applicable United States federal laws.

11.Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties. The waiver by TFC of a breach of any provision of the Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator will have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including Section 409A and federal securities laws) or as otherwise permitted under the Plan or this Agreement, and the Participant consents to any such amendments to the Plan and this Agreement.

12.Issuance of Shares; Rights as Shareholder. The Participant and the Participant’s legal representatives, legatees or distributees will not be deemed to be the holder of any Shares subject to the Award and will not have any voting rights, dividend rights or other rights of a shareholder unless and until such Shares have been issued to the Participant or them. No Shares subject to the Award will be issued at the time of grant of the Award. Shares subject to the Award will be issued in the name of the Participant (or, if the Participant is deceased, in the name of the Participant’s beneficiary or beneficiaries) as soon as practicable after, and only to the extent that, the applicable Delivery Date and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights will be granted in connection with the Award, and the Award will not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan).

13.Withholding; Tax Matters; Fees.

TFC’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016), the Participant may arrange to pay all applicable taxes in cash; or in the event the Participant does not make such arrangements, such tax obligations will be satisfied by the withholding or sale of Shares to which the Participant is entitled, and the number of Shares to be withheld or sold will have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied.

14.Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, is vested in the Administrator, and the Administrator has all powers with respect to this Agreement as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any decision made by it with respect to the Agreement is final and binding on the parties hereto. Any references to the Administrator include its designee, to the extent permitted under the Plan.

15.Notices. Any and all notices under this Agreement will be in writing and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of TFC, to its Human Resources Division, 214 N Tryon Street, Charlotte, NC 28202, attention: Chief Human Resources Officer, and in the case of the Participant, to the last known address of the Participant as reflected in TFC’s Human Resources Information System.

16.Severability. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will continue to be binding and enforceable.

17.Compliance with Laws; Restrictions on Award and Shares. TFC may impose such restrictions on the Award and any shares of Common Stock relating to the payout of the Award as it may deem advisable, including restrictions under the federal securities laws, federal tax laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such Award or shares of Common Stock. Notwithstanding any other provision in the Plan or this Agreement to the contrary, TFC is not obligated to issue, deliver, or transfer any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including the requirements of the Securities Act). TFC may cause a restrictive legend or legends to be placed on any certificate for shares of Common Stock issued pursuant to the Award in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.

18.Successors and Assigns. Subject to the limitations stated herein and in the Plan, this Agreement will be binding upon and inure to the benefit of the Participant and the Participant’s executors, administrators and permitted transferees and beneficiaries and TFC and its successors and assigns.

19.Counterparts; Further Instruments. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

20.Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, subject to any applicable laws to the contrary, any member of the TFC Group may reduce the amount of any benefit or payment otherwise payable to or on behalf of the Participant by the amount of any obligation of the Participant to any member of the TFC Group that is or becomes due and payable, and the Participant will be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset will not exceed the greater of Five Thousand Dollars ($5,000) or the maximum offset amount then permitted under Section 409A.

21.Adjustment of Award.

adopted by the TFC Group, retains the right at all times to decrease or terminate the Award and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan will be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator in its sole discretion as necessary or advisable to comply with applicable law or any risk management requirements or policies adopted by the TFC Group; and (ii) in the event the Administrator determines that any legislation, regulation, or formal or informal guidance requires any compensation payable under the Plan (including the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award will be deferred, reduced, eliminated, paid in a different form, or subjected to vesting or other restrictions as determined by the Administrator to be required by such legislation, regulation, or formal or informal guidance.

22.Award Conditions.

IN WITNESS WHEREOF, TFC and the Participant have entered into this Agreement effective as of the Grant Date. Should the Participant fail to acknowledge his or her electronic acceptance of this Agreement, this Agreement may become null and void as of the Grant Date, and the Participant may forfeit any and all rights hereunder at the discretion of the Administrator.