Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

Commission File Number: 1-10853

TRUIST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


North Carolina56-0939887
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
214 North Tryon Street
Charlotte,North Carolina28202
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:(844)487-8478
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $5 par valueTFCNew York Stock Exchange
Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred StockTFC.PINew York Stock Exchange
5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred StockTFC.PJNew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred StockTFC.PONew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred StockTFC.PRNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

At January 31, 2026, the Company had 1,249,168,322 shares of its common stock, $5 par value, outstanding. As of June 30, 2025, the aggregate market value of voting stock held by nonaffiliates of the Company was approximately $55.4 billion. Documents incorporated by reference: Portions of the registrant’s definitive proxy statement relating to its 2026 annual meeting of shareholders are incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13, and 14 of Part III.

TABLE OF CONTENTS
TRUIST FINANCIAL CORPORATION
FORM 10-K
December 31, 2025
Page No.
PART I
Glossary of Defined Terms1
Forward-Looking Statements and Other Terms3
Item 1Business4
Item 1ARisk Factors19
Item 1BUnresolved Staff Comments42
Item 1CCybersecurity43
Item 2Properties45
Item 3Legal Proceedings45
Item 4Mine Safety Disclosures45
PART II
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities46
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview49
Analysis of Results of Operations52
Analysis of Financial Condition58
Risk Management74
Liquidity82
Capital85
Non-GAAP Financial Measures87
Critical Accounting Policies88
Item 7AQuantitative and Qualitative Disclosures About Market Risk91
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)92
Consolidated Balance Sheets94
Consolidated Statements of Income95
Consolidated Statements of Comprehensive Income96
Consolidated Statements of Changes in Shareholders’ Equity97
Consolidated Statements of Cash Flows98
Notes to Consolidated Financial Statements
Note 1. Basis of Presentation99
Note 2. Discontinued Operations114
Note 3. Securities Financing Activities116
Note 4. Investment Securities117
Note 5. Loans and ACL120
Note 6. Premises and Equipment130
Note 7. Goodwill and Other Intangible Assets130
Note 8. Loan Servicing131
Note 9. Other Assets and Liabilities133
Note 10. Deposits134
Note 11. Borrowings134
Note 12. Shareholders’ Equity135
Note 13. AOCI137
Note 14. Income Taxes138
Note 15. Benefit Plans141
Note 16. Commitments and Contingencies145
Note 17. Regulatory Requirements and Other Restrictions150
Note 18. Fair Value Disclosures151
Note 19. Derivative Financial Instruments157
Note 20. Computation of EPS162
Note 21. Operating Segments163
Note 22. Parent Company Financial Information166
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure168
Item 9AControls and Procedures168
Item 9BOther Information168
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections168
PART III

Next: Item 10. Directors, Executive Officers and Corporate Governance