Truist Financial (TFC) 10-K risk factor changes: FY2025 vs FY2024

[removed: *•The levels of or changes] [added: *•Changes] in interest rates [removed: could adversely affect] [added: have affected] our [removed: results of operations] [added: net interest income] and [added: other] financial [removed: condition.*][added: results in the past and could in the future adversely affect us.*]

*•The Company’s hedging strategies may not be successful in mitigating our interest rate, foreign exchange, and market risks, which could adversely affect our [added: results of operations and] financial [removed: results.*][added: condition.*]

[removed: *•Financial] [added: *•Our financial] results, [removed: lending,] [added: the value of loans] and [added: debt securities we hold, and lending and] other business activities [removed: could] [added: have in the past, and may in the future,] be adversely affected by weak or deteriorating economic conditions.*

*•The Company could have more credit risk and higher credit losses if our underwriting standards and practices are inadequate, we adopt more liberal underwriting standards for competitive or other reasons, [added: information provided to us by clients and counterparties is inaccurate,] or our concentration and other risk limits are not [removed: well calibrated.*][added: well-calibrated.*]

*•The Parent Company [added: relies on dividends from Truist Bank for its liquidity needs, the payment of which is limited by statutes and regulations, and the Parent Company] could have less access to funding sources and its liquidity could be constrained if [removed: the] [added: Truist] Bank becomes unable to pay dividends.*

Technology [added: and Data] Risks

*•The Company’s [added: applications,] operating [removed: systems] [added: systems,] and infrastructure, as well as operational capabilities managed or supplied by third parties on whom we rely, could fail or be interrupted, which could [removed: disrupt the Company’s business and] adversely impact the Company’s [added: business,] operations, financial condition, prospects, and [removed: reputation,] [added: reputation] and cause significant legal and financial exposure.*

*•Truist is heavily reliant on technology, and a failure to effectively anticipate, develop, and implement new [added: or enhanced] technology could negatively impact our financial results, business, operations, [added: security,] or [removed: security.*][added: ability to compete effectively.*]

*•The Company faces risks associated with the [added: privacy,] quality, availability, and retention of key data for operational, strategic, regulatory, and compliance purposes.*

*•The Company and its [removed: suppliers and] [added: clients, suppliers,] service [removed: providers] [added: providers, and other third parties] face a wide array of cybersecurity risks, which could result in the loss, alteration, or disclosure of confidential, proprietary, personal, and other sensitive information; adversely impact the Company’s [added: business,] operations, financial condition, [added: results of operations,] prospects, and reputation; and cause significant legal and financial exposure.*

*•Physical, transition, and other risks associated with climate change, together with governmental responses to [removed: them,] [added: such risks,] may negatively impact our business, [added: financial condition,] operations, reputation, and clients.*

*•Natural disasters, pandemics, [added: extreme weather events,] and other catastrophic events could adversely [removed: impact us.*][added: affect our financial condition and results of operations.*]

[removed: Compliance] [added: Compliance, Regulatory, and Legal] Risks

*•Regulatory capital and liquidity standards [added: applicable to large banking organizations] and future revisions to [removed: them] [added: existing standards] may negatively impact our [removed: business and] [added: business,] financial [removed: results.*][added: results, financial condition, growth, profitability, or our ability to return capital to shareholders.*]

*•Truist is subject to risks related to originating and selling loans, including repurchase and indemnification [removed: obligations.*][added: obligations, which may adversely affect our business, results of operations, and financial condition.*]

*•Differences [removed: in] [added: in, or changes to,] regulation and supervision [added: and industry disruption] can affect the Company’s ability to compete [removed: effectively.*][added: effectively, which may adversely affect our business, financial condition, financial results, or growth.*]

[removed: Regulatory] [added: Compliance, Regulatory,] and Legal Risks

*•The Company may incur damages, fines, [removed: penalties,] and [added: penalties and face] other negative consequences from [removed: past, current, or future] supervisory actions and regulatory or other legal violations, including inadvertent or unintentional violations.*

*•Pending or threatened legal proceedings and other matters may adversely affect the Company’s business, financial condition, results of operations, [added: prospects,] and reputation.*

*•Ineffective execution of strategic initiatives could adversely affect investor sentiment and [removed: our business and] [added: the Company’s business,] financial [removed: results.*][added: condition, results of operations, prospects, and reputation.*]

*•Competition may reduce Truist’s client base or cause Truist to modify the pricing or other terms for products and services, [added: or require significant investments to maintain competitiveness,] which could have an adverse impact on our business and financial results.*

*•Acquisitions, mergers, and divestitures introduce a broad range of anticipated and unanticipated risks, including unforeseen or negative consequences from supervisory or regulatory action that may limit Truist’s ability to pursue and complete [removed: them.*][added: them, which may impair the Company’s ability to expand or grow its client base, or execute on its strategic initiatives and compete effectively.*]

*•Truist has businesses other than banking that are subject to a variety of [removed: risks.*][added: risks that may affect our financial condition and results of operations.*]

[removed: *•Negative] [added: - *Negative] public opinion, whether [removed: real] or [removed: perceived, or our failure to successfully manage it] [added: not warranted,] could damage the Company’s [removed: reputation] [added: brand in the market] and [added: relationships with stakeholders, and] adversely impact our business, financial condition, results of operations, and prospects.*

*•The [removed: Company’s operations rely] [added: Company relies] on its ability, and the ability of key external parties, to maintain appropriately staffed workforces and on the competence, trustworthiness, health, and safety of teammates.*

[removed: *•Our] [added: *•Truist’s] business and operations [removed: make extensive] [added: rely significantly on the] use of models, and [removed: we could be adversely affected if our] [added: any deficiencies in the] design, implementation, or use of models [removed: is flawed.*][added: could adversely affect our business, results of operations, and financial condition.*]

[removed: *•We use] [added: *•Truist employs] estimates and assumptions [removed: in determining] [added: to determine] the value or amount of many of our assets and liabilities, and [added: if these estimates or assumptions prove inaccurate,] our business, financial condition, results of operations, and prospects could be adversely [removed: affected if these prove to be incorrect.*][added: affected.*]

*•Truist relies [removed: extensively] on third parties to [removed: provide] [added: support] key components of the Company’s business [added: and operational] infrastructure, and their failure to perform to our standards or our failure to appropriately assess and manage these relationships could adversely affect us.*

[removed: *•In] [added: Additionally, in] deciding whether to extend credit or enter into other transactions with clients and counterparties, [removed: Truist depends] [added: the Company relies] on the [removed: accuracy and] completeness [added: and accuracy] of [added: representations made by and] information [removed: about] [added: furnished by or on behalf of] clients and counterparties, [added: including financial statements] and [removed: Truist could be negatively impacted if the information is not accurate or complete.*][added: other financial information.]

*•Truist can be negatively affected if it fails to identify and address operational [added: and compliance] risks associated with the introduction of or changes to products, services, and delivery platforms.*

The following discussion sets forth [removed: some of the more important] [added: material] risk factors that could [removed: materially] affect Truist’s financial [removed: condition and operations.][added: condition, results of operations, business, or prospects.]

When a risk factor spans [removed: several] [added: more than one] risk [removed: categories,] [added: category,] the [removed: risks have] [added: risk factor has] been listed by [removed: their] [added: its] primary risk category.

[removed: Additional] [added: These risk factors do not identify all] risks that [added: we face; additional risks that] are not presently known [added: to us] or risks [removed: deemed] [added: that we currently deem] immaterial may have an adverse effect on Truist’s financial condition, results of operations, business, [removed: and prospects.][added: prospects, or reputation.]

[removed: *The levels of or changes] [added: *Changes] in interest rates [removed: could adversely affect] [added: have affected] our [removed: results of operations] [added: net interest income] and [added: other] financial [removed: condition.*][added: results in the past and could in the future adversely affect us.*]

Net interest income is significantly affected by market [removed: rates of interest,] [added: interest rates,] which in turn are influenced by monetary and fiscal policies, general economic and market conditions, including [removed: heightened levels of inflation,] [added: inflation levels,] the political and regulatory environments, business and consumer sentiment, competitive pressures, and expectations about the future, including future changes in interest rates and the frequency and timing of such changes.

Our net interest income [removed: has] [added: and other financial results have been] in the past [removed: been adversely affected] and could [added: be] in the future [removed: be] adversely affected by policies, laws, and events that have the effect of flattening or inverting the yield curve (that is, the difference between long-term and short-term interest rates), depressing the interest rates associated with our earning assets to levels near the rates associated with our interest expense, increasing the volatility of market rates of interest, including the rate of change, or changing the spreads among different interest rate indices.

[removed: The levels of or changes] [added: Changes] in interest rates could adversely affect us beyond our net interest income, including by increasing the cost or decreasing the availability of deposits or other variable-rate funding instruments, reducing the yield on or demand for loans or increasing the prepayment speed of loans, increasing client or counterparty delinquencies or defaults, and reducing the value of our loans, retained interests in securitizations, and fixed-income securities in our investment portfolio and the efficacy of our hedging strategies.

Generally, when rates rise, market values will decline, prepayments of principal will [removed: decrease] [added: decrease,] and the duration of MBS will increase.

Conversely, when rates fall, market values will rise, prepayments of principal will [removed: increase] [added: increase,] and the duration of MBS will decrease.

The levels of and changes in market [removed: rates of interest,] [added: interest rates,] and the related risks and uncertainties, are beyond our control.

*•Truist faces substantial risks in safeguarding personal and other sensitive information, which may negatively impact the Company’s business, financial condition, results of operations, prospects, or reputation.*

*•The use of AI in our products and services, as well as our business and the industry more broadly, may negatively impact our business, operations, financial condition, results of operations, prospects, and reputation.*

Truist Financial Corporation 19

*•The Company’s risk and control framework may fail to identify, assess, monitor, and mitigate the risks we face and cause us to suffer unexpected losses that could adversely affect our business, financial condition, results of operations, prospects, and reputation.*

*•Truist faces loan servicing risks that could adversely impact the Company’s business, operations, liquidity, and results of operations.*

*•Truist faces risks of non-compliance and may incur additional operational and compliance costs under laws relating to anti-money laundering, economic sanctions, embargo programs, anti-bribery, and anti-corruption.*

Additional Risks

*•The Company is at risk of losses from fraud which could result in financial loss and reputational harm.*

Any of the risk factors discussed below, either by itself or together with other risk factors, could materially and adversely affect Truist’s financial condition, results of operations, business, prospects, or reputation.

Concern about the ability of the U.S. government to effectively respond to high and rising debt levels and other budgetary matters also can have adverse economic consequences and create market volatility with potential adverse consequences to our business and financial performance.

Sustained market weakness and lower client activity could adversely affect our financial condition, results of operations, and prospects.

These dynamics could constrain lending and other business activities, adversely affecting our financial condition and results of operations.

The Company may have higher credit risk, or experience higher credit losses, to the extent its loan exposures increase or are concentrated by loan type, industry segment, borrower type, or location of the borrower or collateral, including with respect to any increase in its nonbank financial institution lending activities.

We have a significant consumer loan portfolio, including indirect auto and credit card loans, which may present higher credit risks during economic downturns and market fluctuations.

Truist competes for deposit funding with banks and other financial institutions and with money market funds and other providers of deposit equivalents.

If we are unable to compete effectively, deposits can be lost.

In addition, our funding costs can increase if we are required to raise interest rates to avoid deposit attrition or to replace deposits with wholesale funding.

For example, in 2025, maintaining and growing client deposits continued to be challenging as the Federal Reserve System reduced the size of its balance sheet through quantitative tightening.

The future direction of the Federal Reserve System balance sheet and the level of excess reserves in the banking system may have implications for deposit gathering and competition.

For example, deposits and other traditional banking products could be significantly disrupted by an increase in the adoption and use of digital assets, stablecoins, cryptocurrencies, tokenization, and similar products, services, and technologies that enable financial services and transactions without or with less intermediation by commercial banks.

Refer to the “Funding Activities“ section in MD&A for additional discussion of deposits.

Such an event may negatively affect our financial results due to increased expenses, including FDIC insurance assessments or special assessments, and challenges in attracting and retaining funding from depositors, the capital markets, and other sources.

These liquidity challenges and credit losses, together with related consequences, could adversely affect the Company.

Technology and Data Risks

These may be owned or controlled by the Company or by clients, suppliers, service providers, or other third parties.

The Company has experienced, and may continue to experience, failures and disruptions affecting the stability, performance, security, and availability of its applications, operating systems, and infrastructure.

These include degraded processing performance, data quality issues, loss of network connectivity, software malfunctions and misconfigurations, and interruptions in the availability and reliability of cloud-based and other third-party systems and services.

The Company’s substantial and increasing reliance on cloud service providers and other external technology vendors heightens exposure to risks outside of its control, including system outages, downtime, cyber-attacks, and adverse financial and operating conditions at those providers and vendors.

The Company’s expanding use of AI tools and related technologies introduces additional operational risks, including reliance on data integrity and model performance as well as third-party AI services that may fail, degrade, or produce inaccurate or unexpected outputs.

The Company regularly updates and modifies its applications, operating systems, and infrastructure to support business and operations, including growth initiatives and regulatory compliance requirements.

These activities involve significant costs and create additional risks related to the implementation, integration, and effectiveness of new or modified applications, systems, and infrastructure.

The introduction, updating, or retraining of AI models and other methods of automation may amplify these risks.

Changes in model behavior or configuration may produce unintended outcomes, increase susceptibility to operational errors, or reduce the effectiveness of existing controls.

Failures associated with upgrades, configuration changes, system conversions, AI model deployment, integration efforts, and related activities may result in operational interruptions, system failures, or reduced control effectiveness.

Failures to properly maintain, upgrade, or secure applications, operating systems, and infrastructure may increase the Company’s susceptibility to cybersecurity threats, including supply chain attacks, and may impair the Company’s ability to meet business continuity and resiliency objectives.

AI-enabled technologies may further expand the cyber-attack surface and velocity, including exposure to adversarial manipulation, data poisoning, and vulnerabilities in third-party AI and other platforms.

These events have resulted in adverse client impacts, including the inability to access account information or conduct transactions through ATM, online, or mobile channels, the exposure of confidential, proprietary, personal, and other sensitive information, the posting of duplicative or delayed transactions, and delays in obtaining assistance through call centers.

The Company cannot assure that similar or more severe operational or technology failures and disruptions, including AI-related failures or third-party service interruptions, will not occur in the future or that their effects can be prevented, contained, or remediated in a timely manner.

Such an event affecting the Company could likewise negatively impact its counterparties and other market participants and, as a result, create reputational damage as well as legal and financial exposure.

As a result of these developments and investments, Truist is heavily reliant on technology, and any inability to effectively anticipate, develop, or implement new or enhanced technology could have an adverse effect on Truist’s business.

Other External Risks

*•The Company is at risk of increased losses from fraud.*

*•Truist faces risks as a servicer of loans.*

*•Truist faces substantial risks in safeguarding personal and other sensitive information.*

Reputational Risks

Talent Management Risks

*•The Company’s risk management framework may fail to identify and manage the risks that we face.*

The risks described are not all inclusive.

Refer to the later risk factor titled Changes in monetary, fiscal, and other policies, and changes in the U.S. political environment, could adversely affect us.

Truist competes with banks and other financial institutions for deposits and as a result, the Company could lose deposits in the future, clients may shift their deposits into higher yielding or alternate savings vehicles, or the Company may need to raise interest rates to avoid deposit attrition.

Funding costs may also increase if deposits lost are replaced with wholesale funding.

For example, in 2024, maintaining and growing deposits continued to be challenging with the FRB continuing to reduce the size of its balance sheet through quantitative tightening and sustained increased interest rates giving clients an incentive to move deposits to money market funds and other higher-yielding alternatives.

Many of these transactions expose the Company to credit risk in the event of default of the Company’s counterparty or client.

In addition, the Company’s credit risk may be exacerbated when the collateral held by Truist cannot be liquidated or is liquidated at prices not sufficient to recover the full amount of the Company’s exposure.

In addition, cybersecurity risks have significantly increased in recent years in part due to the increased sophistication and activities of organized crime affiliates, terrorist organizations, hostile foreign governments, state-sponsored actors, disgruntled teammates or vendors, hackers, activists, and other external parties, including those involved in corporate espionage, any of which may see their effectiveness enhanced by the use of AI, including the use of generative AI to conduct more sophisticated social engineering attacks on the Company or its clients.

*The Company is at risk of increased losses from fraud.*

and means may outpace and outmaneuver the Truist control environment and monitoring activities impacting clients, teammates, and stakeholders.

In addition, natural and other types of disasters, including as a result of climate change, could disrupt the Company’s operations or the ability or willingness of the Company’s clients to access the financial services offered by Truist, and could adversely impact Company borrowers’ ability to timely repay their loans and the value of any collateral held.

Although Truist has business continuity plans and other safeguards in place, there can be no assurance that such business continuity plans will be effective.

Governmental agencies and self-regulatory organizations also issue policy statements, interpretive letters, guidance, and other documents and communications that similarly impact Truist.

The scope, complexity, intensity, and interpretation of these laws, documents, communications, and actions can vary based on such factors as the state of the economy, the prevailing political environment, and the performance of business and operations by us and other financial institutions.

Truist is also subject to heightened requirements under the enhanced prudential standards and increased supervisory scrutiny, including, for example, single counterparty credit limits, heightened expectations with respect to governance, risk management and internal controls, and additional capital and liquidity requirements.

Compliance risks include those associated with anti-money laundering compliance, trading activities, market conduct, and the laws, rules, and regulations related to the offering of financial products and services.

Federal and state banking regulators also possess broad powers to take supervisory actions as they deem appropriate.

If a BHC or any of its insured depository institutions were found not to be well capitalized or well managed, as defined under applicable law, the BHC can be restricted from engaging in the broader range of financial and related activities permitted for FHCs, including the ability to acquire companies engaged in those activities, and can be required to discontinue these activities or even divest any of its insured depository institutions.

In addition, if an insured-depository-institution subsidiary of a BHC were to fail to achieve a satisfactory or better rating under the CRA, the ability of the BHC to expand its financial and related activities or make acquisitions could be restricted.

These laws and regulations are designed to protect the financial system, consumers, and financial institutions from bad actors and illicit activities by requiring financial institutions to develop and implement programs designed to deter and when possible detect and prevent the use of the financial system to facilitate the funding of criminal activities.

These enforcement actions may be initiated for violations of laws and regulations or unsafe and unsound practices.

In addition, concerns over climate change may prompt changes in regulations that, in turn, could have an adverse impact on asset values and the financial performance of Truist’s businesses and its clients.

The cumulative effect of such legislation and regulations on Truist’s business, operations, and profitability cannot be accurately predicted.

New or existing legal requirements also could heighten the reputational impact of perceived misuses of client data by the Company and third parties.

These regulatory capital and liquidity requirements are typically developed at an international level by the BCBS and then applied, with adjustments, in each country by the appropriate domestic regulatory bodies.

Domestic regulatory agencies have the ability to apply stricter capital and liquidity standards than those developed by the BCBS.

For example, Truist may be limited in its ability to pay or increase dividends or otherwise return capital to shareholders.

Proposed changes to applicable capital and liquidity requirements, such as the Basel III proposal and the long-term debt proposal, could result in increased expenses or cost of funding, which could negatively affect our financial results or our ability to pay dividends and engage in share repurchases.

For more information concerning our legal and regulatory obligations with respect to Basel III and long-term debt requirements, please see “Regulatory Considerations” in Item 1 “Business.”

In addition to repurchase claims from GSEs, Truist could be subject to indemnification claims from non-GSE purchasers of the Company’s loans.

Claims could be made if the loans sold fail to conform to statements about their quality, the manner in which the loans were originated and underwritten, or their compliance with state and federal law.

*Truist faces risks as a servicer of loans.*

*Truist faces substantial risks in safeguarding personal and other sensitive information.*

MD&A is intended to assist readers in their analysis of the accompanying Consolidated Financial Statements and [removed: supplemental financial information.][added: the accompanying Notes to the Consolidated Financial Statements.]

It should be read in conjunction with the Consolidated Financial [removed: Statements,] [added: Statements and] the accompanying Notes to the Consolidated Financial Statements in this Form 10-K, and other information contained in this document.

A description of certain factors that may affect our future results and risk factors is set forth in [removed: Part I, Item 1A-Risk Factors of this report.][added: “Item 1A.]

Refer to “Note [removed: 2.][added: 5.]

[removed: We] [added: During 2025, we] returned [removed: $3.8] [added: $5.2] billion of capital to our common shareholders through [removed: $2.8] [added: $2.7] billion of common stock dividends and [removed: $1.0] [added: $2.5] billion [removed: of] [added: in] common share [removed: repurchases during 2024.][added: repurchases.]

[removed: In addition,] [added: -] Truist redeemed all outstanding shares of its perpetual preferred stock series [removed: L] [added: P] and the corresponding depositary shares representing fractional interests in such series for [removed: $750 million.][added: $1.0 billion.]

[added: 88] Truist Financial Corporation [removed: 47]

[removed: - In] [added: ◦In] WB, [removed: deepen and grow existing client relationships in areas like Payments and Wealth, enhance] [added: capture more of] the [removed: client digital experience,] [added: commercial middle market with an industry banking strategy,] continue [removed: our] momentum in Investment Banking and [removed: Trading,] [added: Capital Markets, generate additional fee income from existing clients in Wealth,] and [removed: capture more share of the commercial middle market.][added: deepen and grow existing client relationships in Wholesale Payments.]

- Return capital to shareholders through our common stock dividend and share [removed: repurchase authorization.][added: repurchases.]

Net income to common shareholders totaled [removed: $4.5] [added: $5.0] billion, or [removed: $3.36] [added: $3.82] per share, for [removed: 2024,] [added: 2025,] compared to [removed: a net loss available to common shareholders of $1.5] [added: $4.5] billion, or [removed: $1.09] [added: $3.36] per share, [removed: from] [added: for] the prior year.

- Results from continuing operations for 2024 included securities losses of $6.7 billion ($5.1 billion after-tax or $3.82 per share) from [removed: the] [added: a] balance sheet [removed: repositioning,] [added: repositioning executed in connection with the TIH sale,] a charitable contribution to the Truist Foundation of $150 million ($115 million after-tax, or $0.09 per share), [removed: restructuring] [added: and] charges [added: primarily related to severance] of $120 million ($92 million after-tax, or $0.07 per [removed: share), and the FDIC special assessment adjustment of $64 million ($49 million after-tax, or $0.04 per] share).

- Results from discontinued operations [added: of $4.9 billion] for 2024 included a gain on the sale of TIH of $6.9 billion ($4.8 billion after-tax, or $3.64 per share), the accelerated recognition of TIH equity compensation expense for certain event-driven awards of $99 million ($76 million after tax, or $0.06 per share), and restructuring charges of $82 million ($62 million after-tax, or $0.05 per share).

| Table [removed: 8:] [added: 6:] Earnings Highlights | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Year Ended December 31, (Dollars] [added: (Dollars] in millions) | | | | | | | | | | | | | | | | | | | | | [added: As of / for the Year Ended December 31,] | | | | | | | | | | | | | | | | | | Change | | | | | | | | |

| | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | |

| Net income (loss) available to common shareholders | | | | | | | | | | | | | | | | | | | | | [removed: $] [added: 4,974] | [removed: 4,469] | | | | | [removed: $] [added: 4,469] | [removed: (1,452)] | | | | | [removed: $] [added: (1,452)] | [removed: 5,927] | | | | | [removed: $] [added: 505] | [removed: 5,921] | | | | | [removed: $] [added: 5,921] | [removed: (7,379)] | |

| Diluted earnings per common share | | | | | | | | | | | | | | | | | | | | | [removed: 3.36] [added: $] | [added: 3.82] | | | | | [removed: (1.09)] [added: $] | [added: 3.36] | | | | | [removed: 4.43] [added: $] | [added: (1.09)] | | | | | [removed: 4.45] [added: $] | [added: 0.46] | | | | | [removed: (5.52)] [added: $] | [added: 4.45] | |

| Net interest income - [removed: TE] [added: TE(1)] | | | | | | | | | | | | | | | | | | | | | [removed: $] [added: 14,619] | [removed: 14,303] | | | | | [removed: $] [added: 14,303] | [removed: 14,744] | | | | | [removed: $] [added: 14,744] | [removed: 14,455] | | | | | [removed: $] [added: 316] | [removed: (441)] | | | | | [removed: $] [added: (441)] | [removed: 289] | |

| Noninterest income | | | | | | | | | | | | | | | | | | | | | [removed: (813)] [added: 5,896] | | | | | | [removed: 5,498] [added: (813)] | | | | | | [removed: 5,660] [added: 5,498] | | | | | | [removed: (6,311)] [added: 6,709] | | | | | | [removed: (162)] [added: (6,311)] | | |

| Total [removed: taxable-equivalent revenue] [added: revenue-TE(1)] | | | | | | | | | | | | | | | | | | | | | [removed: $] [added: 20,515] | [removed: 13,490] | | | | | [removed: $] [added: 13,490] | [removed: 20,242] | | | | | [removed: $] [added: 20,242] | [removed: 20,115] | | | | | [removed: $] [added: 7,025] | [removed: (6,752)] | | | | | [removed: $] [added: (6,752)] | [removed: 127] | |

| [removed: Less taxable-equivalent adjustment] [added: Less: TE adjustment(2)] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | 196 | | | | | |] 212 | | | | | | [added: $ |] 220 | | | | | | [removed: 142] | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]

| Total revenue | | | | | | | | | | | | | | | | | | | | | [removed: $] [added: 20,319] | [removed: 13,278] | | | | | [removed: $] [added: 13,278] | [removed: 20,022] | | | | | [removed: $] [added: 20,022] | [removed: 19,973] | | | | | [added: 7,041] | | | | | | [added: (6,744)] | | |

| Return on average common shareholders’ equity | | | [removed: | | | | | | | | |] [added: (a)/(c)] | | | [added: 8.4] | | [added: %] | | | | 8.0 | | [added: %] | | | | (2.6) | | [removed: | | | | 10.4 | | | | | | 10.6 | | | | | | (13.0) | |] [added: %] |

| Net interest margin - [removed: TE] [added: TE(1)] | | | | | | | | | | | | | | | | | | | | | 3.03 | | | | | | [removed: 2.98] [added: 3.03] | | | | | | [removed: 3.01] [added: 2.98] | | | | | | [removed: 0.05] [added: — bps] | | | | | | [removed: (0.03)] [added: 5 bps] | | |

[removed: 48] Truist Financial Corporation [added: 89]

- Average earning assets [removed: decreased $21.6] [added: increased $9.6] billion, or [removed: 4.4%,] [added: 2.0%,] compared to the prior year primarily due to [removed: declines] [added: an increase] in average total loans of [removed: $15.8] [added: $11.1] billion, or [removed: 4.9%,] [added: 3.6%,] and [removed: average securities] [added: an increase in other earning assets] of [removed: $13.7] [added: $1.2] billion, or [removed: 10.0%,] [added: 3.3%,] partially offset by [removed: an increase] [added: a decline] in [removed: other earning assets] [added: average securities] of [removed: $7.3] [added: $3.2] billion, or [removed: 25%.][added: 2.6%.]

[removed: NIM] [added: - The average cost of total deposits] was [removed: 3.03%] [added: 1.78%] for [removed: 2024, up five] [added: 2025, down 24] basis points compared to the prior year.

- The yield on the average total loan portfolio was [removed: 6.34%] [added: 5.96%] for [removed: 2024, up 22] [added: 2025, down 38] basis points, compared to the prior [removed: year] [added: year,] primarily [removed: reflecting higher market interest rates.][added: due to the impact of variable-rate loans repricing, partially offset by fixed-rate loan repricing.]

The yield on the average securities portfolio was [removed: 2.83%] [added: 3.13%] for [removed: 2024,] [added: 2025,] up [removed: 60] [added: 30] basis points compared to the prior year, reflecting the [added: impact of] balance sheet repositioning [added: in 2024] and [removed: reinvesting] [added: the reinvestment of] cash flows into higher yielding securities.

- The average cost of total deposits was [removed: 2.02%] [added: 1.78%] for [removed: 2024, up 42] [added: 2025, down 24] basis points compared to the prior year.

The average cost of short-term borrowings was [removed: 5.36%] [added: 4.36%] for [removed: 2024, up 11] [added: 2025, down 100] basis points compared to the prior year.

The average cost of long-term debt was [removed: 4.94%] [added: 5.01%] for [removed: 2024,] [added: 2025,] up [removed: 48] [added: seven] basis points compared to the prior year.

The provision for credit losses was $1.9 billion for the year ended December 31, [removed: 2024] [added: 2025, up $24 million, or 1.3%,] compared to [removed: $2.1 billion for] the year ended December 31, [removed: 2023.][added: 2024.]

The net charge-off ratio for the [removed: current] year [removed: of 0.59%] [added: ended December 31, 2025] was [removed: up 9] [added: 0.54%, down five] basis points compared to the prior year.

[removed: *•*The net charge-off ratio was up compared to the prior year driven by higher net] [added: Net] charge-offs [added: were lower] in the [removed: CRE, other consumer, credit card,] [added: CRE] and [removed: indirect auto] [added: credit card] portfolios, partially offset by [removed: higher recoveries] [added: increases] in the commercial and [removed: industrial portfolio.][added: industrial, indirect auto, and other consumer portfolios.]

Noninterest income was [removed: down $6.3] [added: up $6.7] billion for the year ended December 31, [removed: 2024] [added: 2025,] compared to the year ended December 31, [removed: 2023] [added: 2024,] primarily due to [removed: $6.7 billion of] securities losses resulting from the balance sheet [removed: repositioning, lower lending related fees, operating lease income,] [added: repositioning in 2024, as well as higher other income] and card and [removed: payment related] [added: treasury management] fees, partially offset by [removed: higher] [added: lower] investment banking and trading [removed: income, wealth management income, service charges on deposits, and other] income.

Noninterest expense was [removed: down $6.7 billion,] [added: up $67 million,] or [removed: 36%,] [added: 0.6%,] for the year ended December 31, [removed: 2024] [added: 2025] compared to the year ended December 31, [removed: 2023] [added: 2024] primarily due to [removed: the 2023 goodwill impairment of $6.1 billion, lower regulatory charges due to the FDIC special assessment] [added: higher personnel expense, professional fees] and [removed: related adjustments ($64 million in 2024 compared to $507 million in 2023), lower other] [added: outside processing, software] expense, [removed: excluding the charitable contribution to the Truist Foundation, lower amortization of intangibles,] and [removed: operating lease depreciation,] [added: marketing and customer development,] partially offset by [removed: a $150 million charitable contribution to the Truist Foundation (other expense) and higher professional fees] [added: lower regulatory costs, other expense,] and [removed: outside processing expense.][added: amortization of intangibles.]

Truist had a [removed: benefit from] [added: provision for] income taxes of [removed: $556 million] [added: $1.0 billion] for [removed: 2024,] [added: 2025,] compared to a [removed: provision for] [added: benefit from] income taxes of [removed: $738] [added: $556] million in [removed: 2023.][added: 2024.]

Total liabilities at December 31, [removed: 2024] [added: 2025,] were [removed: $467.5] [added: $482.3] billion, [removed: a decrease] [added: an increase] of [removed: $8.6] [added: $14.9] billion, or [removed: 1.8%, from the prior year,] [added: 3.2%, compared to December 31, 2024,] reflecting [removed: a decrease] [added: an increase] of [removed: $5.3] [added: $9.9] billion, or [removed: 1.3%,] [added: 2.5%,] in deposits and [removed: a decrease] [added: an increase] of [removed: $4.0] [added: $7.0] billion, or [removed: 10.2%,] [added: 20%,] in long-term debt, partially offset by [removed: an increase] [added: a decrease] of [removed: $4.4] [added: $1.4] billion, or [removed: 17.6%,] [added: 4.7%,] in short-term borrowings.

Total shareholders’ equity was [removed: $63.7] [added: $65.2] billion at December 31, [removed: 2024,] [added: 2025,] an increase of [removed: $4.4] [added: $1.5] billion from December 31, [removed: 2023.][added: 2024.]

For discussion of 2024 results as compared to 2023 results, refer to MD&A in the Annual Report on Form 10-K for the year ended December 31, 2024.

Risk Factors.”

During 2025, we focused on delivering strong, purpose-driven performance by deepening client relationships, enhancing operational efficiency, investing in talented teammates and innovative technology, and increasing capital return to shareholders.

Through disciplined risk management and sound governance, we believe we strengthened our foundation and positioned Truist for sustainable growth.

In December 2025, we announced that the Board authorized the repurchase of up to $10.0 billion of common stock effective immediately with no expiration date, replacing the previous repurchase authority, as part of Truist’s overall capital distribution strategy.

In 2025, our work centered around five core strategic priorities:

- Execute strategic growth and profitability initiatives in both WB and CSBB including:

◦In CSBB, grow deposits with a focus on Premier clients, increase client acquisition, deepen client relationships, and drive digital acquisition and client engagement.

- Drive positive operating leverage through revenue growth and expense discipline.

- Invest in talent, technology, and our risk infrastructure.

Looking ahead, our strategic priorities remain unchanged.

By successfully executing on them, we seek to accelerate revenue growth, drive greater positive operating leverage, and return more capital to shareholders, all while maintaining our risk discipline.

These outcomes are central to driving improved profitability.

- Results from continuing operations for 2025 included charges primarily related to severance of $156 million ($119 million after-tax, or $0.09 per share), an incremental accrual related to executing a settlement agreement in a specific legal matter of $130 million ($99 million after-tax, or $0.08 per share), and securities losses of $19 million ($15 million after-tax or $0.01 per share).

Truist did not have discontinued operations in 2025.

| Net interest income | | | | | | | | | | | | | | | | | | | | | $ | 14,423 | | | | | $ | 14,091 | | | | | $ | 14,524 | | | | | $ | 332 | | | | | $ | (433) | |

| Noninterest expense | | | | | | | | | | | | | | | | | | | | | 12,076 | | | | | | 12,009 | | | | | | 18,678 | | | | | | 67 | | | | | | (6,669) | | |

| Income (loss) before income taxes | | | | | | | | | | | | | | | | | | | | | 6,349 | | | | | | (601) | | | | | | (765) | | | | | | 6,950 | | | | | | 164 | | |

| Provision (benefit) for income taxes | | | | | | | | | | | | | | | | | | | | | 1,042 | | | | | | (556) | | | | | | 738 | | | | | | 1,598 | | | | | | (1,294) | | |

| Net income (loss) from continuing operations | | | | | | | | | | | | | | | | | | | | | 5,307 | | | | | | (45) | | | | | | (1,503) | | | | | | 5,352 | | | | | | 1,458 | | |

| Net income from discontinued operations | | | | | | | | | | | | | | | | | | | | | — | | | | | | 4,885 | | | | | | 456 | | | | | | (4,885) | | | | | | 4,429 | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | 5,307 | | | | | | 4,840 | | | | | | (1,047) | | | | | | 467 | | | | | | 5,887 | | |

| Common shareholders’ equity per common share | | | | | | | | | | | | | | | | | | | | | 47.74 | | | | | | 43.90 | | | | | | | | | | | | 3.84 | | | | | | | | |

| TBVPS(1) | | | | | | | | | | | | | | | | | | | | | 33.48 | | | | | | 30.01 | | | | | | | | | | | | 3.47 | | | | | | | | |

| Return on average common shareholders’ equity | | | | | | | | | | | | | | | | | | | | | 8.4 | | % | | | | 8.0 | | % | | | | (2.6) | | % | | | | 40 bps | | | | | | NM | | |

| ROTCE(1) | | | | | | | | | | | | | | | | | | | | | 12.7 | | | | | | 13.3 | | | | | | 18.9 | | | | | | (60) bps | | | | | | (560) bps | | |

(1)Represents a non-GAAP measure.

A reconciliation of each non-GAAP measure to the most directly comparable GAAP measure is included within the table above or in the “Non-GAAP Financial Measures” section in this report.

Net interest income - TE for the year ended December 31, 2025 was up $316 million, or 2.2%, compared to the year ended December 31, 2024 primarily due to loan and deposit growth, fixed-rate asset repricing, and the balance sheet repositioning in the second quarter of 2024, partially offset by the impact of reductions in interest rates throughout 2025.

The average cost of long-term debt was 5.01% for 2025, stable compared to the prior year.

The decline in the cost of deposits and short-term borrowings was driven by the impact of reductions in interest rates.

- The provision for credit losses for the year ended December 31, 2025 reflected a higher allowance build and lower net charge-offs compared to the prior year.

- The net charge-off ratio was down compared to the prior year driven by lower net charge-offs combined with growth in average loans and leases.

The 2024 benefit from income taxes was driven by the discrete impact of the balance sheet repositioning of securities.

Truist’s total assets at December 31, 2025, were $547.5 billion, an increase of $16.4 billion, or 3.1%, compared to December 31, 2024, as loans and leases, net of ALLL, increased $22.0 billion, or 7.3%, partially offset by a decrease of $5.9 billion, or 5.0%, in total securities.

The increase in average other earning assets and decrease in average securities primarily reflect the impact of the balance sheet repositioning in the second quarter of 2024.

- Average deposits increased $8.5 billion, or 2.2%, average short-term borrowings increased $3.6 billion, or 15%, and average long-term debt increased $125 million, or 0.3%, compared to the prior year.

Truist’s TBVPS of $33.48 at December 31, 2025, increased 12% compared to December 31, 2024.

Refer to the “Non-GAAP Financial Measures“ section in MD&A for additional information on TBVPS, which is a non-GAAP measure.

Asset quality was solid for the year ended December 31, 2025.

For discussion of 2023 results as compared to 2022 results, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the year ended December 31, 2023, which was updated by Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on May 10, 2024, to reflect the discontinued operations of TIH and the segment realignment.

Operating Segments” for additional disclosures related to Truist’s operating segments and “Note 2.

Discontinued Operations” for additional information related to discontinued operations.

2024 was an important year for Truist.

We added new clients and deepened existing relationships, invested in our core banking business, made enhancements to our technology and risk infrastructure, and maintained our credit and expense discipline.

We executed on several important strategic initiatives, including the sale of TIH and the repositioning of our balance sheet.

On May 6, 2024, we completed the divestiture of TIH.

Discontinued Operations” for additional information.

Following the sale of TIH, Truist executed a strategic balance sheet repositioning of a portion of its AFS investment securities portfolio by selling lower-yielding investment securities, resulting in an after-tax loss of $5.1 billion in 2024, allowing Truist to reinvest a portion of the proceeds in higher yielding securities.

These actions increased our capital and further enhanced our ability to support the growth needs of clients, while also returning capital to shareholders.

As of December 31, 2024, we have $4.0 billion remaining under our $5.0 billion common share repurchase authorization through the end of 2026.

In July 2024, we successfully completed the sale of Sterling Capital Management LLC, an asset management business.

Cash proceeds and the gain recognized on the sale were not material.

Clarke R.

Starnes III retired from his position as CRO and Vice Chair.

Brad Bender, a 20-year Truist veteran who previously served as Truist’s Head of Enterprise Operational Services and interim Chief Information Officer, succeeded Starnes as CRO.

Hugh S.

“Beau” Cummins III, Vice Chair and Chief Operating Officer of Truist, resigned from his position, effective January 13, 2025.

Following Mr. Cummins’ departure, management of the enterprise payments business transitioned to Kristin Lesher, Senior Executive Vice President and Chief Wholesale Banking Officer.

Mr. Cummins’ remaining responsibilities, including leading teams responsible for enterprise operational services, enterprise corporate services, the strategy, transformation, and performance office, and the governance and controls organization, transitioned to Michael B.

Maguire, Senior Executive Vice President and CFO.

We launched Truist Cares for Western North Carolina, a three-year, $725 million commitment to support and sustain hurricane recovery and resiliency through dedicated capital to support rebuilding and resiliency, loans or investments in Community Development Financial Institutions, philanthropic grants to local and national nonprofit organizations, and community service hours.

Our strategic direction is to build the top super regional bank that grows with our clients with care.

Our 2025 strategic objectives are to:

- Leverage our capital position by growing and capturing additional share within our high growth markets and existing client base in key focus areas in WB and CSBB and in areas, markets, and client solutions where we have invested significantly and have momentum.

- In CSBB, grow core deposits, deepen existing relationships with Premier clients, enhance the client digital experience, and drive additional fee and loan growth through our differentiated consumer lending solutions.

- Continue to invest in important areas like new and existing talent, technology, risk, and cybersecurity, while maintaining our expense discipline with a goal of driving positive operating leverage.

- Results from continuing operations for 2023 included a non-cash goodwill impairment charge of $6.1 billion ($4.56 per share), the FDIC special assessment of $507 million ($387 million after-tax, or $0.29 per share), restructuring charges of $320 million ($244 million after-tax, or $0.18 per share), and a discrete tax benefit of $204 million ($0.15 per share).

Net income from discontinued operations was $4.9 billion for 2024, compared to $456 million for 2023.

- Results from discontinued operations for 2023 included restructuring charges of $55 million ($42 million after-tax, or $0.03 per share).

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Return on average assets | | | | | | | | | | | | | | | | | | | | | 0.92 | | % | | | | (0.19) | | % | | | | 1.15 | | % | | | | 1.11 | | % | | | | (1.34) | | % |

Truist’s TE revenue for 2024 was $13.5 billion.

Excluding securities losses, TE revenue was $20.1 billion, representing a decrease of $101 million compared to 2023.

Net interest income on a TE basis was $14.3 billion, down $441 million, or 3.0%, from the prior year primarily as a result of having a smaller more efficient balance sheet after the repositioning improving NIM by five basis points.

The change in average securities was driven by maturities and the balance sheet repositioning.

The change in other earning assets (increase in balances held at the Federal Reserve) was driven by the balance sheet repositioning.

- Average deposits decreased $13.3 billion, or 3.3%, average short-term borrowings were flat, and average long-term debt decreased $13.0 billion, or 26% as a result of the smaller more efficient balance sheet.

The increases in rates on deposits and other funding sources was largely attributable to the repricing of lower cost funding sources.

Refer to the “Market Risk” section in MD&A for additional information, which is incorporated by reference into this item.

Truist Financial Corporation 91

Headquartered in Charlotte, North Carolina, Truist has leading market share in many of the high-growth markets in the U.S. and offers a wide range of products and services through [removed: wholesale] [added: its WB] and [removed: consumer businesses,] [added: CSBB operating segments,] including consumer and small business banking, commercial and corporate banking, investment banking and capital markets, wealth management, payments, and specialized lending businesses.

Truist Bank is one of the 10 largest commercial banks in the U.S. and provides banking and trust services for clients through [removed: 1,928 offices] [added: its digital platform and 1,927 branches] as of December 31, [removed: 2024 and its digital platform.][added: 2025.]

| Table [removed: 2:] [added: 1:] Deposit Market Share and Branch Locations by State | | | | | | | | | | | | | | | | | | | | |

| Florida | | | | | | [removed: 23] [added: 22] | | % | | | | 4th | | | | | | 441 | | |

| Georgia | | | | | | [removed: 19] [added: 21] | | | | | | 1st | | | | | | 202 | | |

| New Jersey | | | | | | 1 | | | | | | [removed: 25th] [added: 24th] | | | | | | 20 | | |

| Other states | | | | | | [removed: NA] [added: —] | | | | | | NA | | | | | | 4 | | |

(2)Source: [removed: FDIC.gov] [added: www.FDIC.gov] data as of June 30, [removed: 2024.][added: 2025.]

The Company [removed: has recently made] [added: continues to make] significant investments to develop its digital platform, including enhancements to its mobile and online [removed: applications] [added: applications, in an effort] to [removed: meet its clients’ digital expectations.][added: compete effectively.]

Truist competes actively with national, regional, and local financial services providers, including banks, thrifts, credit unions, investment advisers, asset managers, securities brokers and dealers, private-equity funds, hedge funds, mortgage-banking companies, finance companies, [added: limited-purpose banks,] and financial technology companies.

[removed: At the same time, non-banking] [added: Nonbanking] entities, including financial technology companies, have increased competition [added: in recent years] by providing financial products and services directly to customers and indirectly through partnerships.

[removed: - In] [added: ◦In] WB, [removed: deepen and grow existing client relationships in areas like Payments and Wealth, enhance] [added: capture more of] the [removed: client digital experience,] [added: commercial middle market with an industry banking strategy,] continue [removed: our] momentum in Investment Banking and [removed: Trading,] [added: Capital Markets, generate additional fee income from existing clients in Wealth,] and [removed: capture more share of the commercial middle market.][added: deepen and grow existing client relationships in Wholesale Payments.]

- Return capital to shareholders through our common stock dividend and share [removed: repurchase authorization.][added: repurchases.]

[removed: See the sections titled “Forward-Looking Statements” and “Risk] [added: Risk] Factors” for examples of such challenges and events.

We are subject to [removed: significant] [added: an extensive] regulatory [removed: frameworks] [added: framework] that [removed: affect] [added: affects] the products and services that we may offer and the manner in which we may offer them, the risks that we may take, the ways in which we may operate, and the corporate and financial actions that we may [removed: take.][added: take, including our ability to make distributions to shareholders.]

[removed: These agencies and organizations generally have broad authority and discretion in restricting and otherwise affecting our businesses and operations and may take formal or informal supervisory, enforcement, and other actions against us when, in the applicable agency’s] [added: If one] or [removed: organization’s judgment,] [added: more of] our [removed: businesses or operations fail] [added: supervisors determine that we have failed] to comply with applicable law, comport with safe and sound practices, or meet supervisory [removed: expectations.][added: expectations, they may take formal or informal enforcement actions against us or assign supervisory ratings to us that could restrict or otherwise impact our businesses or operations.]

[removed: The regulatory] [added: Bank regulation] and [removed: supervisory framework applicable to banking organizations is] [added: supervision are] intended primarily for the protection of depositors and other customers, the DIF, [removed: the broader economy,] and the [added: role and] stability of the U.S. financial system, rather than for the protection of shareholders and non-deposit creditors.

These descriptions, however, are qualified in their entirety by the full text and judicial or administrative interpretations of [removed: those] [added: applicable laws and may not cover possible or proposed changes to applicable] laws.

[removed: As a BHC,] Truist [added: Financial Corporation, a BHC that has elected to be an FHC,] is subject to the BHCA and [removed: to regulation, supervision,] [added: consolidated regulation] and [removed: examination] [added: supervision] by the FRB.

Truist Bank, a North Carolina state-chartered commercial bank that is not a member of the Federal Reserve System, is subject to [removed: regulation, supervision,] [added: regulation] and [removed: examination] [added: supervision] by the NCCOB and the FDIC.

Truist Bank and its affiliates are also subject to [removed: examination] [added: regulation and supervision] by the CFPB [removed: for compliance with most] [added: in relation to certain] federal consumer financial protection laws.

Truist and certain of its subsidiaries [added: are subject to federal] and [removed: affiliates, including those that engage in] [added: state laws governing] derivatives transactions, securities underwriting, market making, brokerage, and investment advisory [removed: activities, are subject to other federal and state laws] [added: activities] and [removed: regulations, as well as supervision] [added: are regulated] and [removed: examination] [added: supervised] by [removed: other federal and state regulatory agencies and other regulatory authorities, including] the SEC, [added: the] CFTC, FINRA, [added: the MSRB,] and [added: the] NFA.

Following [removed: examinations by banking supervisors,] [added: examinations,] Truist and Truist Bank [removed: may receive supervisory findings and ultimately] are assigned supervisory ratings.

[removed: Examination reports, supervisory ratings,] [added: These ratings together with examination reports] and [removed: other actions under this supervisory framework,] [added: findings,] which are considered confidential supervisory information, can [added: have a significant] impact [removed: the conduct,] [added: on our business, operations,] growth, and [removed: profitability of Truist’s operations, possibly to a significant degree.][added: profitability.]

[removed: Refer to Item 1A, “Risk] [added: Risk] Factors” for more information on legal, regulatory, and compliance risks.

[removed: Truist has elected to be treated] [added: As long] as [removed: a] [added: an FHC maintains its standing as an] FHC, [removed: which allows] it [removed: to] [added: may] engage in a broader range of activities than would otherwise be permissible for a BHC, [removed: including] [added: such as securities underwriting, merchant banking, and other] activities that are financial in nature or incidental [removed: thereto, such as securities underwriting] or [removed: merchant banking.][added: complementary thereto.]

[removed: Although] [added: If certain conditions are met,] FHCs may [removed: engage in certain acquisitions] [added: acquire shares] of nonbank [removed: companies without prior approval of the FRB,] [added: companies, with] any acquisition of a nonbank company or voting shares of a nonbank company with total consolidated assets of $10 billion or more [removed: would require] [added: subject to the] prior approval of the FRB.

To maintain its standing as [removed: a] [added: an] FHC, [removed: Truist] [added: an FHC] and its [removed: affiliated] IDI [added: subsidiaries] must be well-capitalized and well managed [added: as defined by applicable law,] and [removed: Truist Bank] [added: any IDI subsidiary] must have at least a satisfactory CRA rating.

If the FRB determines that [removed: a] [added: an] FHC is not well-capitalized or well managed, the FRB may impose corrective capital and managerial requirements on the [removed: FHC.][added: FHC, which could affect resources and limit amounts otherwise available to creditors and shareholders.]

In such a situation, the FRB may also place limitations on the ability of an FHC to conduct certain business activities that FHCs are generally permitted to [removed: conduct,] [added: conduct] as well as the FHC’s ability to make certain acquisitions.

If the failure to meet these standards persists, [removed: a] [added: an] FHC may be required to divest its IDI subsidiaries or cease all activities other than those activities that may be conducted by BHCs that are not FHCs.

Furthermore, if an IDI subsidiary of [removed: a] [added: an] FHC has not maintained a satisfactory CRA rating, the FHC would not be able to commence any new financial activities or acquire a company that engages in such activities, although the FHC would still be allowed to engage in activities [removed: closely related to banking and make investments in the ordinary course of conducting banking activities.][added: that may be conducted by BHCs that are not FHCs.]

Federal [removed: regulations require a] [added: law requires an] FHC to act as a source of financial and managerial strength for its subsidiary [removed: banks.][added: IDIs.]

As a Category III banking organization, Truist is required to submit [added: a plan] to the FRB and [added: the] FDIC [removed: a resolution plan every three years with submissions alternating between a full resolution plan and a targeted] [added: periodically for Truist’s orderly] resolution [removed: plan] [added: in the event of severe financial stress] (a “165(d) Resolution Plan”).

[removed: Upon making this determination,] [added: If] the agencies [added: were to determine that Truist’s 165(d) Resolution Plan is not credible, they] would provide a joint notice identifying one or more deficiencies that could undermine the feasibility of the [removed: resolution] plan.

If Truist [removed: receives] [added: were to receive] such a notice and [removed: fails] [added: fail] to [added: timely] submit a [removed: timely] revised [removed: resolution plan] [added: 165(d) Resolution Plan] or [removed: a revised resolution plan that fails to] adequately address the [added: identified] deficiencies, the agencies [removed: could] [added: may] subject Truist to [added: formal or informal enforcement actions, including] more stringent capital, leverage, or liquidity [removed: requirements,] [added: requirements] or restrictions on growth, activities, or operations.

In addition, [removed: Truist Bank,] as an [removed: IDI,] [added: IDI with over $50 billion in assets, Truist Bank] is required [removed: by FDIC regulation] to [removed: file] [added: periodically submit to the FDIC] a separate [removed: bank level] [added: bank-level] resolution plan [removed: every three years] (an “IDI Resolution Plan”).

As a result of the rule, Truist Bank must submit a full IDI Resolution Plan to the FDIC every three years and an interim supplement in [removed: the years in which a full IDI Resolution Plan is not due.][added: other years.]

[removed: Further, the] [added: The] final rule [removed: introduces] [added: introduced] a new credibility standard for evaluating the adequacy of IDI Resolution Plan submissions, [removed: including] [added: set expectations for capabilities testing, and contemplated] increased engagement [added: between IDIs] and [removed: capabilities testing.][added: examiners.]

The application of [removed: this] [added: the] new credibility standard may require the exercise of a meaningful degree of judgment by the FDIC.

Refer to the “Segment Results” section in MD&A and “Note 21.

Operating Segments” for additional information on the Company’s reportable segments.

Truist offers a wide range of banking services to individuals, businesses, and municipalities.

We offer a variety of loans and lease financing to consumer and wholesale clients primarily within our geographic footprint, including commercial and industrial, commercial real estate, commercial construction, residential mortgage, home equity, indirect auto, other consumer, and credit card lending.

We also provide a wide range of non-lending services to consumer and wholesale clients, including deposits, merchant services, treasury management services, trust and retirement services, comprehensive wealth advisory services, investment brokerage services, asset management, and capital markets services.

For additional information about lending and non-lending products and services offered by Truist, see the “Lending Activities” section in MD&A and “Note 21.

Operating Segments,” respectively.

| Virginia | | | | | | 14 | | | | | | 3rd | | | | | | 259 | | |

| Texas | | | | | | 3 | | | | | | 18th | | | | | | 96 | | |

| Kentucky | | | | | | 2 | | | | | | 6th | | | | | | 53 | | |

(3)As of December 31, 2025.

Competition is arising as well from limited-purpose banks and nonbanks involved in digital assets, stablecoins, cryptocurrencies, tokenization, and similar products, services, and technologies that enable financial services and transactions without or with less intermediation by commercial banks.

In 2025, our work centered around five core strategic priorities:

- Execute strategic growth and profitability initiatives in both WB and CSBB including:

◦In CSBB, grow deposits with a focus on Premier clients, increase client acquisition, deepen client relationships, and drive digital acquisition and client engagement.

- Drive positive operating leverage through revenue growth and expense discipline.

- Invest in talent, technology, and our risk infrastructure.

Looking ahead, our strategic priorities remain unchanged.

By successfully executing on them, we seek to accelerate revenue growth, drive greater positive operating leverage, and return more capital to shareholders, all while maintaining our risk discipline.

These outcomes are central to driving improved profitability.

Refer to the sections titled “Forward-Looking Statements and Other Terms” and “Item 1A.

We are supervised by federal and state governmental agencies that conduct comprehensive examinations of our activities.

These agencies have broad authority to enforce many of the statutes, regulations, and other laws that apply to us.

In addition, we are subject to the rules and oversight of the self-regulatory organizations to which we belong.

This section describes elements of the regulatory framework that applies to us.

Portions of these laws may be subject to ongoing or future litigation or administrative actions that may affect their scope or interpretation and their applicability to or impact on Truist.

Supervisory examination topics include earnings, liquidity, sensitivity to market risk, regulatory capital, asset quality, risk management, compliance, internal controls, information technology, and management and board effectiveness.

Our supervisors may also impose civil money penalties or restrictions and limitations on our activities if they determine that we have failed to comply with applicable law, including by engaging in unfair, deceptive, or abusive acts or practices, or have operated in an unsafe or unsound manner.

The content of the regulatory framework and the intensity of supervision have in the past and are likely in the future to vary over time based on factors such as prevailing economic and political conditions, the policy preferences of relevant government agencies, the perceived performance of the financial services industry, the size of the company, and the jurisdiction in which the company is organized or operates.

This variation has in the recent past and may in the future be frequent and uncertain.

Refer to “Item 1A.

Truist has elected to be treated as an FHC.

Truist submitted its most recent 165(d) Resolution Plan on September 30, 2025.

The next targeted plan is due July 1, 2028.

If Truist Bank were to fail to timely submit a revised IDI Resolution Plan or adequately address the identified deficiencies, the FDIC may subject Truist Bank to formal or informal enforcement actions.

Failure of an FHC or an IDI to be well-capitalized as defined by applicable law or to meet minimum capital requirements can result in enforcement and other supervisory actions and have a significantly adverse impact on the institution’s business and operations.

Truist must maintain a minimum CET1 capital ratio of 4.5% plus any additional CET1 mandated as a result of the SCB requirement.

Truist must maintain a minimum Tier 1 capital ratio of 6.0%.

Truist must maintain a minimum total capital ratio of 8.0%.

Refer to the section titled “Capital Planning and Stress Testing Requirements” for more information on the CCAR capital plan.

Truist offers commercial and consumer clients an array of products and services to respond to their financial needs.

Examples of these products and services include:

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Table 1: Products and Services | | | | | | | | | | | |

| | | | Consumer Services: | | | | | | Wholesale Services: | | |

| | | | Asset management | | | | | | Asset based lending | | |

| | | | Automobile lending | | | | | | Asset management | | |

| | | | Credit card lending | | | | | | Commercial deposit and treasury services | | |

| | | | Consumer finance | | | | | | Commercial lending | | |

| | | | Home equity and other direct retail lending | | | | | | Floor plan lending | | |

| | | | Home mortgage lending | | | | | | Derivatives | | |

| | | | Investment brokerage services | | | | | | Institutional trust services | | |

| | | | Mobile/online banking | | | | | | Insurance premium finance | | |

| | | | Payment solutions | | | | | | International banking | | |

| | | | Point-of-sale lending | | | | | | Investment banking and capital markets services | | |

| | | | Retail and small business deposit products | | | | | | Leasing | | |

| | | | Small business lending | | | | | | Merchant services | | |

| | | | | | | | | | Mortgage warehouse lending | | |

| | | | | | | | | | Payment solutions | | |

| | | | | | | | | | Real estate lending | | |

| | | | | | | | | | Supply chain financing | | |

| | | | | | | | | | Wealth management/private banking | | |

| Virginia | | | | | | 15 | | | | | | 1st | | | | | | 260 | | |

| Texas | | | | | | 3 | | | | | | 20th | | | | | | 96 | | |

| Kentucky | | | | | | 2 | | | | | | 4th | | | | | | 53 | | |

(3)As of December 31, 2024.

Our strategic direction is to build the top super regional bank that grows with our clients with care.

Our 2025 strategic objectives are to:

- Leverage our capital position by growing and capturing additional share within our high growth markets and existing client base in key focus areas in WB and CSBB and in areas, markets, and client solutions where we have invested significantly and have momentum.

- In CSBB, grow core deposits, deepen existing relationships with Premier clients, enhance the client digital experience, and drive additional fee and loan growth through our differentiated consumer lending solutions.

- Continue to invest in important areas like new and existing talent, technology, risk, and cybersecurity, while maintaining our expense discipline with a goal of driving positive operating leverage.

Although mergers and acquisitions are not a top capital deployment priority for Truist, the Company will assess opportunities when strategic and business objectives, profitability, cultural fit, market and regulatory conditions, capital and liquidity, and risk-management considerations favorably align.

Various governmental agencies and self-regulatory organizations oversee our business activities and therefore supervise and periodically examine us.

In addition to banking statutes, regulations, and other laws, Truist is subject to various other laws that directly or indirectly affect its business and operations, including its ability to make distributions to shareholders.

Governmental agencies and self-regulatory organizations also issue policy statements, interpretive letters, guidance, and other documents and communications that similarly impact Truist.

The scope, complexity, intensity, and interpretation of these laws, documents, communications, and actions can vary based on such factors as the state of the economy, the prevailing political environment, and the performance of businesses and operations by us and other financial institutions.

The scope of the laws, documents, communications, and actions, including the intensity of the supervision to which the banking industry is subject, have increased in recent years.

Regulatory enforcement and fines have also increased across the banking and financial services sector.

Truist expects to remain subject to extensive regulation and supervision.

Refer to the “Legal Proceedings and Other Legal Matters” section in “Note 16.

Commitments and Contingencies” for additional disclosures, which is incorporated by reference into this item.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

At January 31, [removed: 2025,] [added: 2026,] the Company had [removed: 1,305,350,706] [added: 1,249,168,322] shares of its common stock, $5 par value, outstanding.

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of voting stock held by nonaffiliates of the Company was approximately [removed: $51.9] [added: $55.4] billion.

Documents incorporated by reference: Portions of the registrant’s definitive proxy statement relating to its [removed: 2025] [added: 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.

| | | | | | | Glossary of Defined Terms | | | [removed: [1](#ie80cc3ceb9974cde8a42f89c27259180_16)] [added: [1](#i2b8d24b383444804b465cf14701ecf68_16)] | | | | | |

| | | | | | | Forward-Looking Statements and Other Terms | | | [removed: [3](#ie80cc3ceb9974cde8a42f89c27259180_19)] [added: [3](#i2b8d24b383444804b465cf14701ecf68_19)] | | | | | |

| Item 1 | | | | | | Business | | | [removed: [4](#ie80cc3ceb9974cde8a42f89c27259180_25)] [added: [4](#i2b8d24b383444804b465cf14701ecf68_25)] | | | | | |

| Item 1A | | | | | | Risk Factors | | | [removed: [20](#ie80cc3ceb9974cde8a42f89c27259180_28)] [added: [19](#i2b8d24b383444804b465cf14701ecf68_28)] | | | | | |

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

| Not Applicable | | | | | | | | | | | |

| (Former name, former address and former fiscal year, if changed since last report) | | | | | | | | | | | |

_________________________________________________________________

| December 31, 2025 | | | | | | | | | | | | | | |

| Item 1B | | | | | | Unresolved Staff Comments | | | [42](#i2b8d24b383444804b465cf14701ecf68_5463) | | | | | |

| Item 1C | | | | | | Cybersecurity | | | [43](#i2b8d24b383444804b465cf14701ecf68_34) | | | | | |

| Item 2 | | | | | | Properties | | | [45](#i2b8d24b383444804b465cf14701ecf68_37) | | | | | |

| Item 3 | | | | | | Legal Proceedings | | | [45](#i2b8d24b383444804b465cf14701ecf68_5493) | | | | | |

| Item 4 | | | | | | Mine Safety Disclosures | | | [45](#i2b8d24b383444804b465cf14701ecf68_5469) | | | | | |

| PART II | | | | | | | | | | | | | | |

| Item 5 | | | | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [46](#i2b8d24b383444804b465cf14701ecf68_40) | | | | | |

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

| | | | | | | Executive Overview | | | [49](#i2b8d24b383444804b465cf14701ecf68_307) | | | | | |

| | | | | | | Analysis of Results of Operations | | | [52](#i2b8d24b383444804b465cf14701ecf68_319) | | | | | |

| | | | | | | Analysis of Financial Condition | | | [58](#i2b8d24b383444804b465cf14701ecf68_418) | | | | | |

| | | | | | | Risk Management | | | [74](#i2b8d24b383444804b465cf14701ecf68_514) | | | | | |

| | | | | | | Liquidity | | | [82](#i2b8d24b383444804b465cf14701ecf68_532) | | | | | |

| | | | | | | Capital | | | [85](#i2b8d24b383444804b465cf14701ecf68_541) | | | | | |

| | | | | | | Non-GAAP Financial Measures | | | [87](#i2b8d24b383444804b465cf14701ecf68_5168) | | | | | |

| | | | | | | Critical Accounting Policies | | | [88](#i2b8d24b383444804b465cf14701ecf68_568) | | | | | |

| Item 7A | | | | | | Quantitative and Qualitative Disclosures About Market Risk | | | [91](#i2b8d24b383444804b465cf14701ecf68_5499) | | | | | |

Item 8.

Financial Statements and Supplementary Data

| | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) | | | [92](#i2b8d24b383444804b465cf14701ecf68_46) | | | | | |

| | | | | | | Consolidated Balance Sheets | | | [94](#i2b8d24b383444804b465cf14701ecf68_52) | | | | | |

| | | | | | | Consolidated Statements of Income | | | [95](#i2b8d24b383444804b465cf14701ecf68_58) | | | | | |

| | | | | | | Consolidated Statements of Comprehensive Income | | | [96](#i2b8d24b383444804b465cf14701ecf68_61) | | | | | |

| | | | | | | Consolidated Statements of Changes in Shareholders’ Equity | | | [97](#i2b8d24b383444804b465cf14701ecf68_64) | | | | | |

| | | | | | | Consolidated Statements of Cash Flows | | | [98](#i2b8d24b383444804b465cf14701ecf68_70) | | | | | |

| | | | | | | Notes to Consolidated Financial Statements | | | | | | | | |

| | | | | | | Note 1. Basis of Presentation | | | [99](#i2b8d24b383444804b465cf14701ecf68_73) | | | | | |

| | | | | | | Note 2. Discontinued Operations | | | [114](#i2b8d24b383444804b465cf14701ecf68_88) | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | Note 3. Securities Financing Activities | | | [116](#i2b8d24b383444804b465cf14701ecf68_103) | | | | | |

| | | | | | | Note 4. Investment Securities | | | [117](#i2b8d24b383444804b465cf14701ecf68_109) | | | | | |

| | | | | | | Note 5. Loans and ACL | | | [120](#i2b8d24b383444804b465cf14701ecf68_121) | | | | | |

_________________________________________________________________

| December 31, 2024 | | | | | | | | | | | | | | |

| | | | | | | Exhibits | | | [169](#i2b8d24b383444804b465cf14701ecf68_601) | | | | | |

| | | | | | | Exhibits | | | [164](#ie80cc3ceb9974cde8a42f89c27259180_580) | | | | | |

| * | | | | | | For information regarding executive officers, refer to [removed: “Executive] [added: “Information about our Executive] Officers” in Part I. The other information required by Item 10 is incorporated herein by reference to the information that appears under the headings [removed: “Nominees] [added: “Proposal 1—Election of Directors—Nominees] for Election as [removed: Directors for a One-Year Term Expiring in 2026,” “Nominating] [added: Directors,” “Board] and [removed: Governance] Committee [removed: Director Nominations,” “Ethics] [added: Governance Matters—Director Nominations and Refreshment,” “Other Corporate Policies and Practices—Ethics] at Truist,” [removed: “Director Independence,” “Audit] [added: “Board and Committee Governance Matters—Committees of the Board—Audit] Committee,” and [removed: “Insider Trading] [added: “Compensation Discussion and Analysis—Section 7—Related Policies and Practices—Insider Trading, Hedging, and Pledging] Policies” in the registrant’s definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of shareholders. The information required by Item 11 is incorporated herein by reference to the information that appears under the headings “Compensation Discussion and Analysis,” “Compensation [removed: of Executive Officers,” “Compensation] and Human Capital Committee Report on Executive Compensation,” “Compensation [removed: and Human Capital Committee Interlocks and Insider Participation,”] [added: of Named Executive Officers,” “Pay Ratio Disclosure,”] and “Compensation of Directors” in the registrant’s definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of shareholders. For information regarding the registrant’s securities authorized for issuance under equity compensation plans, refer to “Equity Compensation Plan Information” in Part II [removed: herein.] [added: of this report.] The other information required by Item 12 is incorporated herein by reference to the information that appears under the heading “Stock Ownership Information” in the registrant’s definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of shareholders. The information required by Item 13 is incorporated herein by reference to the information that appears under the headings [removed: “Director] [added: “Board and Committee Governance Matters—Director] Independence” and [removed: “Related] [added: “Board and Committee Governance Matters—Policies and Procedures for Approving Related] Person Transactions” in the registrant’s definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of shareholders. The information required by Item 14 is incorporated herein by reference to the information that appears under the headings [removed: “Fees] [added: “Proposal 3—Ratification of the Appointment of Our Independent Registered Public Accounting Firm—Fees] to Independent Registered Public Accounting Firm” and [removed: “Audit] [added: “Proposal 3—Ratification of the Appointment of Our Independent Registered Public Accounting Firm—Audit] Committee Pre-Approval Policy” in the registrant’s definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of shareholders. | | | | | | | | |

| [removed: BSA/AML] [added: BSA] | | | Bank Secrecy [removed: Act/Anti-Money Laundering] [added: Act] | | |

| [removed: CISO] [added: CSO] | | | Chief [removed: Information] Security Officer of Truist Financial Corporation | | |

| CSBB | | | Consumer and Small Business Banking, an operating segment [removed: after the Company’s realignment as of January 1, 2024] | | |

| MD&A | | | [added: Item 7.] Management’s Discussion and Analysis of Financial Condition and Results of Operations | | |

| NIM [added: - TE] | | | Net interest margin, computed on a TE basis | | |

| TBVPS | | | Tangible book value per common [removed: share] [added: share, a non-GAAP measure] | | |

| WB | | | Wholesale Banking, an operating segment [removed: after the Company’s realignment as of January 1, 2024] | | |

Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “pursue,” “seek,” “continue,” “estimate,” “project,” “outlook,” “forecast,” “potential,” “target,” “objective,” “trend,” “plan,” “goal,” “initiative,” “priorities,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey our [added: current] expectations, intentions, or forecasts about future events, circumstances, or results.

- evolving political, geopolitical, business, social, economic, and market conditions at [added: the] local, regional, national, and international levels;

- [added: changes in] monetary, fiscal, and trade laws or policies, including tariffs or [removed: responses to rates of inflation above target levels;][added: interest rates;]

- the legal, regulatory, and supervisory environment, including changes in [removed: financial-services] [added: financial services] legislation, regulation, policies, or government [removed: officials] [added: leadership] or [removed: other] personnel;

- our ability to address [removed: heightened] scrutiny and expectations from supervisory or other governmental authorities and to timely and credibly remediate related concerns or deficiencies;

- judicial, regulatory, and administrative inquiries, examinations, investigations, proceedings, disputes, or rulings that create uncertainty for or are adverse to us or the [removed: financial-services] [added: financial services] industry;

- evolving accounting standards and [removed: policies;][added: policies and related changes to interpretations;]

- the adequacy [added: and effectiveness] of our corporate governance, risk-management framework, compliance programs, and internal controls over financial reporting, including our ability to [removed: control] [added: identify, assess, monitor, and mitigate risks, remediate] lapses or deficiencies in financial reporting, [removed: to] [added: and] make appropriate [removed: estimates, or to effectively mitigate or manage operational risk;][added: estimates;]

- our ability to manage any unexpected outflows of uninsured deposits [added: and, in such a circumstance, to access substitute funding,] and avoid selling investment securities or other assets at an unfavorable time or at a loss;

- [added: changes in] business and consumer sentiment, preferences, or behavior, including spending, borrowing, or saving by businesses or households;

- our ability to execute [removed: on] strategic and operational plans, including [added: with respect to] accelerating growth, improving profitability, investing in talent, technology, and risk infrastructure, maintaining expense, credit, and risk discipline, and returning capital to shareholders;

- our ability to successfully make and integrate acquisitions and to effect [removed: divestitures;][added: divestitures, which may include regulatory approvals and conditions;]

- our ability to develop, maintain, and market our products or services [removed: or] [added: and] to [removed: absorb] [added: manage risks and] unanticipated costs or liabilities associated with those products or services;

- our ability to [removed: appropriately underwrite] [added: manage credit risk, including in connection with the] loans that we originate or [removed: purchase and to otherwise manage credit risk;][added: purchase;]

- our ability to effectively [removed: deal with] [added: address] economic, business, or market [added: deterioration,] slowdowns or disruptions;

- our ability to keep pace with changes in [removed: technology] [added: technology, including technology-driven products and services relating to AI,] that affect us or our clients, counterparties, service providers, or competitors or to maintain rights or interests in associated intellectual property;

- the [removed: performance] [added: performance, availability,] and [removed: availability] [added: resilience] of third-party service providers on whom we rely in delivering products and services to our clients and otherwise in conducting our business and operations;

- our ability to [removed: detect, prevent, mitigate, and otherwise manage the risk of fraud or misconduct by internal or external parties; our ability to manage] [added: identify, assess, monitor,] and mitigate physical-security and cybersecurity risks, including denial-of-service attacks, hacking, phishing, social-engineering attacks, malware intrusion, data-corruption attempts, system breaches, identity theft, ransomware attacks, environmental conditions, and intentional acts of destruction;

- natural or other disasters, calamities, and conflicts, including terrorist events, cyber-warfare, and [removed: pandemics;][added: pandemics that impact us or our clients, teammates, or service providers; and]

- policies and other actions of governments to manage and mitigate climate and related environmental risks, and the effects of climate change or the transition to a lower-carbon economy on our business, operations, and reputation; [removed: and]

| AI | | | Artificial intelligence, including machine learning and other types of artificial intelligence | | |

| AML | | | Anti-money laundering | | |

| ATM | | | Automated teller machine | | |

| CCyB | | | Countercyclical Capital Buffer | | |

| ECRC | | | Enterprise Credit Risk Committee | | |

| FinCen | | | Financial Crimes Enforcement Network | | |

| REIT | | | Real estate investment trust | | |

| ROTCE | | | Return on average tangible common equity, a non-GAAP measure | | |

| TMRO | | | Treasury & Market Risk Oversight | | |

In particular, forward‑looking statements include statements about (i) Truist’s purpose, mission, and values serving as a competitive advantage that strengthens its ability to provide financial products and services to clients in its markets; (ii) steps taken that will position Truist for sustainable growth; (iii) our strategic objectives included in the “Strategy” section in “Item I.

Business” and in the “Key Areas of Focus” section in MD&A; (iv) Truist aiming to lend to a diverse client base that is geographically dispersed; (v) our interest‑rate risk positioning and modeled interest‑sensitivity results; (vi) payments related to certain indemnification obligations or guarantees not materially changing the financial position or results of operations of Truist; and (vii) no events or changes occurring since December 31, 2025 that would change the designation of Truist or Truist Bank as well-capitalized for regulatory purposes.

For example, forward-looking statements also include statements about the anticipated effects of our January 1, 2026 enhancement to nonaccrual criteria for certain indirect auto loans.

- changes in our credit ratings and the related effects on our funding costs, ability to attract or retain funding, and relationships with clients and counterparties;

- our ability to manage system failures or disruptions affecting operations, communications, or other systems or processes;

- U.S. and international regulatory capital and liquidity requirements and standards and their effects on our capital and liquidity levels, ratios, buffers, and targets, and our ability to pay or increase dividends, repurchase shares, or take other capital actions;

- our ability to innovate, to anticipate the needs of current or future clients, or to make timely and effective technology investments and enhancements to meet client expectations;

- our ability to compete successfully, to increase or maintain market share in changing competitive environments, or to address pricing or other competitive pressures, including competition from banks and nonbanks and the effects of digital assets, cryptocurrencies, stablecoins, tokenization, and other emerging products, services, and technologies relating to deposits, lending, and payments;

- damage to our brand or negative public opinion or adverse publicity affecting us, our leaders, or our service providers, including the impact on our relationships with clients, teammates, and other stakeholders;

- our ability to identify, assess, monitor, and mitigate the risk of fraud or misconduct by internal or external parties, including potential losses that may result;

- other assumptions, risks, or uncertainties described in this report or the Company’s subsequent quarterly or current reports.

| | | | | | |

| AD and CL | | | Acquisition and development and commercial land | | |

| AI | | | Artificial Intelligence | | |

| Basel III Rules | | | Rules issued by the FRB, OCC, and FDIC on capital adequacy and liquidity requirements in the U.S for banking organizations. | | |

| C&CB | | | Corporate and Commercial Banking, an operating segment prior to the Company’s realignment as of January 1, 2024 | | |

| CB&W | | | Consumer Banking and Wealth, an operating segment prior to the Company’s realignment as of January 1, 2024 | | |

| CECL | | | Current expected credit loss model | | |

| CP | | | Construction and permanent | | |

| GCO | | | Governance and Controls Organization | | |

| IH | | | Insurance Holdings, a discontinued operating segment following the announcement of the sale of TIH | | |

| LIBOR | | | London Interbank Offered Rate | | |

| SunTrust | | | SunTrust Banks, Inc. | | |

| Tailoring Rules | | | The final rules changing the applicability thresholds for regulatory capital and liquidity requirements, issued by the OCC, FRB, and FDIC, together with the final rules changing the applicability thresholds for enhanced prudential standards issued by the FRB | | |

| TBA | | | To-be-announced | | |

| TDR | | | Troubled debt restructuring | | |

| USAA | | | United Services Automobile Association | | |

- changes in any of our credit ratings;

- adverse publicity or other reputational harm to us, our service providers, or our senior officers;

- our ability to innovate, to anticipate the needs of current or future clients, to successfully compete, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;

- widespread outages of operational, communication, and other systems;

- our ability to maintain appropriate corporate responsibility practices, oversight, and disclosures;

- other assumptions, risks, or uncertainties described in the Risk Factors (Item 1A), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7), or the Notes to the Consolidated Financial Statements (Item 8) in our Annual Report on Form 10-K or described in any of the Company’s subsequent quarterly or current reports.

None to be reported.

42 Truist Financial Corporation

| Item 1C | | | | | | Cybersecurity | | | [41](#ie80cc3ceb9974cde8a42f89c27259180_34) | | | | | |

| Item 2 | | | | | | Properties | | | [43](#ie80cc3ceb9974cde8a42f89c27259180_37) | | | | | |

| Item 3 | | | | | | Legal Proceedings (see Note 16) | | | [140](#ie80cc3ceb9974cde8a42f89c27259180_214) | | | | | |

[removed: *Cybersecurity] [added: Cybersecurity] risk management and [removed: strategy*][added: strategy]

We maintain a risk-based cybersecurity framework that is [added: a] part of our ERM [removed: Framework.][added: framework.]

[removed: It is implemented through] [added: Our cybersecurity framework utilizes] people, processes, and [removed: technology, whereby we assess,] [added: systems to] identify, [added: assess, monitor, mitigate,] and [removed: manage] [added: otherwise address] material risks from cybersecurity threats, and [removed: seek] [added: Truist seeks] to adapt [removed: our] [added: and refine its] risk mitigation activities [removed: accordingly.][added: and capabilities based on the cybersecurity risks identified through this framework.]

[removed: In addition, our] [added: Our] cybersecurity framework [removed: incorporates internal and third-party capabilities that drive the development and implementation of] [added: also informs] our data security strategy, which is designed to reduce cybersecurity risk while enabling Truist’s corporate business objectives.

[removed: *Processes] [added: Processes] for [removed: assessing,] identifying, [added: assessing, monitoring,] and [removed: managing] [added: mitigating] material risks from cybersecurity [removed: threats*][added: threats]

[removed: The] [added: Our Corporate] Information Security Program is designed to [removed: assess,] identify, [added: assess, monitor,] and [removed: manage] [added: mitigate] risks arising from [removed: the] cybersecurity threats facing Truist.

Truist maintains cybersecurity and information security policies, procedures, and technologies that are intended to protect our clients’, [removed: teammates’] [added: teammates’,] and our own data against unauthorized disclosure, modification, and misuse.

These policies, procedures, and technologies cover a broad range of [removed: areas,] [added: topics,] including identification of internal and external threats, access control, data security, protective controls, detection of malicious or unauthorized activity, incident response, and recovery planning.

For example, to [removed: further] mitigate the risks presented by an evolving [removed: cyber] [added: cybersecurity] threat landscape, [removed: Truist:][added: our Corporate Information Security Program provides for:]

- [removed: provides] data protection guidance to clients;

- [removed: promotes] data protection awareness and accountability through mandatory teammate training; and

In addition, as a key part of [removed: the Company’s] [added: our Corporate] Information Security Program, Truist participates in the federally recognized Financial Services Information Sharing and Analysis Center, as well as other industry organizations and initiatives that promote industry best practices, such as harmonized cybersecurity standards, [removed: cyber] [added: cybersecurity] readiness, and secure consumer financial data sharing.

Our Cyber Incident Response [removed: Team] [added: Team, which includes 24/7 Cyber Fusion Centers and a Cyber Command Center and] is [added: a part of the Technology, Data, and Operations team reporting to the CSO and CIO, is] responsible for identifying, triaging, [added: mitigating,] and containing cybersecurity threats and incidents, including, to the extent possible, those [removed: experienced by third-party] [added: originating from third party] service providers.

Incidents with potential for higher impacts are routed to an enterprise response function that coordinates [removed: the] response activities across impacted resource groups and business stakeholders.

Through this structure, Truist manages its [removed: cyber,] [added: cybersecurity,] business, and legal obligations, including escalation to executive management and the Board, as appropriate, client and regulatory notifications, and remediation activities.

Our [added: Corporate] Information Security Program [removed: is] [added: and Third Party Risk Management Program are] also designed to help oversee, identify, and mitigate cybersecurity risks associated with our use of third-party service providers.

Following an initial assessment of the level of enterprise risk potentially posed by use of the third party, the service provider is then subject to further risk-based assessments [removed: on] [added: of] its operational resilience and cybersecurity practices, including disaster recovery and business continuity plans that specify the [removed: time frame] [added: timeframe] to resume activities and recover data.

In [removed: its] [added: our] agreements with third-party service providers, Truist [added: also generally] requires service providers to adhere to [removed: Truist’s relevant] [added: our] cybersecurity and operational resilience [removed: standards, subject to certain exceptions that are managed on a case-by-case basis.][added: standards.]

Our [added: Corporate] Information Security Program is assessed periodically to test the effectiveness of key controls through cybersecurity maturity measurements, technology risk oversight, compliance risk management testing and monitoring, internal audit review, and regulatory oversight.

[removed: In addition,] Truist [added: also] maintains disaster recovery plans that are reviewed, modified, [added: as necessary,] and approved [removed: annually.][added: annually by management.]

Truist Financial Corporation [removed: 41][added: 43]

[removed: *Management’s] [added: Management’s] role in [removed: assessing] [added: identifying, assessing, monitoring,] and [removed: managing] [added: mitigating] material risks from cybersecurity [removed: threats*][added: threats]

Truist’s [added: Corporate] Information Security Program is operated [removed: and maintained] by [added: and the responsibility of] management, including the CIO, [removed: interim CISO,] [added: CSO,] and CRO.

These senior officers are responsible for [removed: assessing] [added: identifying, assessing, monitoring,] and [removed: managing] [added: mitigating] Truist’s cybersecurity risks.

Our [added: Corporate] Information Security Program also includes processes for escalating and [removed: considering] [added: assessing] the [removed: materiality] [added: severity] of [removed: incidents that impact Truist,] [added: cybersecurity incidents,] including escalation to executive management and the Board, which are periodically tested through tabletop exercises to assess Truist’s preparedness.

Our cybersecurity [removed: framework] strategy, which is overseen by the [removed: interim CISO,] [added: CSO,] is informed by various risk and control assessments, control testing, external assessments, threat intelligence, and public and private information sharing.

In addition, various management committees [removed: assess] [added: identify, assess, monitor,] and [removed: manage] [added: mitigate] Truist’s cybersecurity risks.

The primary management committees involved in Truist’s [added: Corporate] Information Security Program are the Enterprise Technology Risk Committee and the [removed: Technology] [added: Information] Risk [removed: Oversight] Committee, each of which is a sub-committee of the ERC.

Truist’s cybersecurity teams that implement the [added: Corporate] Information Security Program and the risk partners who oversee the program leverage these committees to report on and escalate [added: to the ERC] current or emerging cybersecurity risks or other changes in the business environment which could affect Truist’s risk profile or control environment.

[removed: As discussed in more detail in the “Risk Management” section of Part II, Item 7, the] [added: The] ERC is a cross-functional executive [removed: forum] [added: committee] to promote awareness and dialogue on [removed: risk matters] [added: risks] across the enterprise, including cybersecurity risks, oversee the execution of risk program requirements and sound risk management activities, and enact delegated decision-making authority and oversight routines from the BRC.

The [removed: interim CISO] [added: CSO] provides [added: periodic] updates at [removed: every] ERC [removed: meeting] [added: meetings] on cybersecurity and information security risk.

[removed: The] [added: Oversight of key risk management activities is provided by both the] Enterprise Technology Risk Committee [removed: provides business unit oversight of key management activities,] [added: at the business-unit level,] including the Company’s [added: Corporate] Information Security [removed: Program.][added: Program, and the Information Risk Committee at the enterprise level.]

The members of management [removed: that] [added: who] lead our [added: Corporate] Information Security Program and strategy have extensive experience in technology, cybersecurity, and information security.

Our CRO previously served as our interim CIO and has more than 20 years of banking experience spanning a variety of roles in both the commercial and consumer segments, including [added: experience with] credit risk, portfolio risk management, model management, acquisition integrations, technology, and vertically integrated operations for revenue producing businesses, including leading operational services across Truist for deposits, payments, credit card, capital markets, consumer and wholesale lending, fraud, and care centers across all products.

[removed: The] [added: Our] CIO’s direct reports [removed: have on] average [removed: over] [added: more than] 20 years of experience with technology management and information security at financial institutions, including [added: expertise] in the areas of governance, operations, application and data protection, access management, and business information security.

[removed: *Board] [added: Board] of Directors’ oversight of risks from cybersecurity [removed: threats*][added: threats]

Management [removed: also] discusses [removed: urgent] cybersecurity developments with the Chairs of the BRC and [removed: BTC] [added: BTC, as appropriate,] between Board and committee [removed: meetings,] [added: meetings] as [removed: appropriate.][added: well.]

The [removed: Board] [added: BRC] annually reviews and approves our [removed: Information Security Program and] [added: Corporate] Information [removed: Security] Policy.

Truist provides ongoing development and education to its directors with respect to cybersecurity, including presentations at Board meetings on special topics, such as updates on cybersecurity legislation and [removed: regulation.][added: regulation, as warranted.]

[removed: Finally,] [added: The Board receives,] as required by the Gramm-Leach-Bliley Act, [removed: the Board receives] an update at least annually on Truist’s [added: Corporate] Information Security [removed: Program.][added: Program, and the Board annually reviews and approves that program.]

Refer to “Item 1A.

Risk Factors” for information on risks from cybersecurity threats and the “Risk Management” section in MD&A for additional discussion on Truist’s technology risk management.

Foundationally, our cybersecurity framework is based on the Cyber Risk Institute Cyber Profile, which tailors the National Institute of Standards and Technology Cybersecurity Framework for the financial sector.

For the fiscal year ended December 31, 2025, Truist has not identified any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, its business strategy, results of operations, or financial condition.

We expect to continue to be the target of cybersecurity threats with increased frequency and severity due to the evolving threat environment, including the increasing use of machine learning and generative AI, and there can be no assurance that future cybersecurity incidents, including incidents experienced by third parties, will not have a material adverse impact on Truist, including our business strategy, results of operations, or financial condition.

- targeted cybersecurity simulations and exercises that support Truist’s Corporate Cyber Security functions, with a goal of strengthening cybersecurity controls, increasing preparedness, and promoting effective response and recovery capabilities against cybersecurity threats.

As part of our Corporate Information Security Program, Truist engages third-party experts to evaluate and test elements of its program, to identify vulnerabilities, and to inform program enhancements.

Truist also leverages external specialists, as appropriate, to assess cybersecurity risks arising from third-party service providers and to support incident response readiness.

Our CSO has over 20 years of experience leading cybersecurity and technology risk teams at major financial institutions and global firms, including in the areas of information security, enterprise risk management, technology risk, cybersecurity, and fraud.

Our Board oversees the development of, and reviews, approves, and periodically monitors, the Company’s strategy and risk appetite with a long-term perspective on risks and rewards that is consistent with the capacity of our risk management framework.

The BRC assists the Board in overseeing our cybersecurity framework and, in doing so, utilizes management-reporting processes designed to provide directors with information that is sufficient in scope, detail, and analysis to enable them to consider cybersecurity risks.

For example, the BRC receives and discusses regular reports from our CRO and CSO, and also meets periodically with outside advisers to gain additional perspectives on the cybersecurity landscape.

Further, the BRC or its Chair meets jointly or communicates with the BTC or its Chair to review and discuss Truist's cybersecurity and other technology risks.

Refer to the “Risk Management” section of Part II, Item 7 for additional discussion.

See Item 1A, “Risk Factors” for information on risks from cybersecurity threats.

Foundationally, our cybersecurity framework is based upon the National Institute of Standards and Technology for Improving Critical Infrastructure Cybersecurity and is also designed to incorporate elements from additional industry standards, such as those of the Federal Financial Institutions Examination Council, to better suit the Company’s cyber risk profile.

We maintain an Information Security Program that specifies how we execute our cybersecurity framework.

- conducts scenario-driven test exercises simulating impacts and consequences developed through analysis of real-world incidents as well as known and anticipated cyber threats.

These exercises are designed to assess the viability of Truist’s crisis response and management programs and provide the basis for improvement.

The Technology Risk Oversight Committee provides oversight of key risk management activities to identify, assess, monitor, mitigate, and report on technology (including core technology, data and cybersecurity) risk across the enterprise.

Following the departure of our CISO in November 2024, the CIO is serving as our interim CISO while our search for a permanent CISO continues.

Our Board has primary responsibility for the oversight of our enterprise risk management and exercises its oversight function in respect of cybersecurity risk through the BRC.

The BRC is responsible for overseeing Truist’s risk management function, including approving and reviewing Truist’s risk management framework and policies, and overseeing management’s implementation of such framework and policies.

The oversight responsibility of our Board and the BRC is facilitated through management-reporting processes designed to provide visibility to the Board on cybersecurity matters.

For example, members of the BRC receive regular reports from our CRO and interim CISO related to information technology and cybersecurity risks to Truist.

The BRC meets periodically with risk management advisors and discusses with executive management any cybersecurity recommendations received.

Additionally, the BTC provides oversight of Truist’s technology strategy, including elements of it that involve cybersecurity.

Truist owns or leases free-standing operations centers, with its primary operations and information technology centers located in various locations in the Southeastern and Mid-Atlantic U.S. Truist owns or leases retail branches and other offices in a number of states, primarily concentrated in the Southeastern and Mid-Atlantic U.S. [removed: See Table 2] [added: Refer to “Table 1”] for a list of Truist’s branches by state.

Refer to “Note 6.

See “Note 6.

Truist Financial Corporation 43

Not applicable.

Truist Financial Corporation 45

| PART II | | | | | | | | | | | | | | |

| Item 5 | | | | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [44](#ie80cc3ceb9974cde8a42f89c27259180_40) | | | | | |

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

| | | | | | | Executive Overview | | | [47](#ie80cc3ceb9974cde8a42f89c27259180_289) | | | | | |

| | | | | | | Analysis of Results of Operations | | | [50](#ie80cc3ceb9974cde8a42f89c27259180_304) | | | | | |

| | | | | | | Analysis of Financial Condition | | | [56](#ie80cc3ceb9974cde8a42f89c27259180_400) | | | | | |

| | | | | | | Risk Management | | | [72](#ie80cc3ceb9974cde8a42f89c27259180_499) | | | | | |

| | | | | | | Liquidity | | | [80](#ie80cc3ceb9974cde8a42f89c27259180_517) | | | | | |

| | | | | | | Capital | | | [82](#ie80cc3ceb9974cde8a42f89c27259180_526) | | | | | |

| Item 7A | | | | | | Quantitative and Qualitative Disclosures About Market Risk (see Market Risk) | | | [73](#ie80cc3ceb9974cde8a42f89c27259180_505) | | | | | |

Item 8.

Financial Statements and Supplementary Data

| | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) | | | [88](#ie80cc3ceb9974cde8a42f89c27259180_46) | | | | | |

| | | | | | | Consolidated Balance Sheets | | | [90](#ie80cc3ceb9974cde8a42f89c27259180_49) | | | | | |

| | | | | | | Consolidated Statements of Income | | | [91](#ie80cc3ceb9974cde8a42f89c27259180_55) | | | | | |

| | | | | | | Consolidated Statements of Comprehensive Income | | | [92](#ie80cc3ceb9974cde8a42f89c27259180_58) | | | | | |

| | | | | | | Consolidated Statements of Changes in Shareholders’ Equity | | | [93](#ie80cc3ceb9974cde8a42f89c27259180_61) | | | | | |

| | | | | | | Consolidated Statements of Cash Flows | | | [94](#ie80cc3ceb9974cde8a42f89c27259180_67) | | | | | |

| | | | | | | Notes to Consolidated Financial Statements | | | | | | | | |

| | | | | | | Note 1. Basis of Presentation | | | [95](#ie80cc3ceb9974cde8a42f89c27259180_73) | | | | | |

| | | | | | | Note 2. Discontinued Operations | | | [110](#ie80cc3ceb9974cde8a42f89c27259180_88) | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | Note 3. Securities Financing Activities | | | [113](#ie80cc3ceb9974cde8a42f89c27259180_100) | | | | | |

| | | | | | | Note 4. Investment Securities | | | [114](#ie80cc3ceb9974cde8a42f89c27259180_103) | | | | | |

| | | | | | | Note 5. Loans and ACL | | | [116](#ie80cc3ceb9974cde8a42f89c27259180_112) | | | | | |

| | | | | | | Note 6. Premises and Equipment | | | [125](#ie80cc3ceb9974cde8a42f89c27259180_124) | | | | | |

| | | | | | | Note 7. Goodwill and Other Intangible Assets | | | [126](#ie80cc3ceb9974cde8a42f89c27259180_127) | | | | | |

| | | | | | | Note 8. Loan Servicing | | | [128](#ie80cc3ceb9974cde8a42f89c27259180_145) | | | | | |

| | | | | | | Note 9. Other Assets and Liabilities | | | [130](#ie80cc3ceb9974cde8a42f89c27259180_148) | | | | | |

| | | | | | | Note 10. Deposits | | | [131](#ie80cc3ceb9974cde8a42f89c27259180_154) | | | | | |

| | | | | | | Note 11. Borrowings | | | [131](#ie80cc3ceb9974cde8a42f89c27259180_157) | | | | | |

| | | | | | | Note 12. Shareholders’ Equity | | | [132](#ie80cc3ceb9974cde8a42f89c27259180_166) | | | | | |

| | | | | | | Note 13. AOCI | | | [133](#ie80cc3ceb9974cde8a42f89c27259180_178) | | | | | |

| | | | | | | Note 14. Income Taxes | | | [134](#ie80cc3ceb9974cde8a42f89c27259180_181) | | | | | |

| | | | | | | Note 15. Benefit Plans | | | [136](#ie80cc3ceb9974cde8a42f89c27259180_199) | | | | | |

| | | | | | | Note 16. Commitments and Contingencies | | | [140](#ie80cc3ceb9974cde8a42f89c27259180_214) | | | | | |

| | | | | | | Note 17. Regulatory Requirements and Other Restrictions | | | [145](#ie80cc3ceb9974cde8a42f89c27259180_241) | | | | | |

| | | | | | | Note 18. Fair Value Disclosures | | | [146](#ie80cc3ceb9974cde8a42f89c27259180_244) | | | | | |

| | | | | | | Note 19. Derivative Financial Instruments | | | [152](#ie80cc3ceb9974cde8a42f89c27259180_253) | | | | | |

Truist’s common stock is traded on the NYSE under the symbol “TFC.” As of December 31, [removed: 2024,] [added: 2025,] Truist’s common stock was held by [removed: 73,681] [added: 69,408] registered shareholders.

Truist paid [removed: $2.8] [added: $2.7] billion, $2.8 billion, and [removed: $2.7] [added: $2.8] billion in common stock dividends during [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively.

Regulatory Requirements and Other Restrictions” and in the “Regulatory [added: and Supervisory] Considerations” [removed: section.][added: section in Item 1 “Business.”]

In accordance with North Carolina law, repurchased shares cannot be held as treasury [removed: stock,] [added: stock] but revert to the status of authorized and unissued shares upon repurchase and are therefore available for future issuances.

[removed: The quantity, timing, price, and other terms of] [added: Actions in connection with] any [removed: repurchases] [added: share-repurchase program] are subject to various factors, including Truist’s capital and liquidity positions and related internal frameworks, accounting and regulatory considerations (including any [removed: restrictions that may be imposed by the FRB and any] changes to capital, liquidity, and other regulatory requirements that may be proposed or adopted by the U.S. banking agencies), Truist’s financial and operational performance, alternative uses of capital, the trading price of Truist’s common stock, and general market conditions.

[removed: Any] [added: A share-repurchase plan does not obligate Truist to acquire a specific dollar amount or number of shares, and a] repurchase plan may be extended, modified, or discontinued at any time.

Truist repurchased [removed: $1.0] [added: $2.5] billion in common stock in [removed: 2024] [added: 2025] and [removed: $250 million] [added: $1.0 billion] in [removed: 2022,] [added: 2024] pursuant to publicly announced repurchase plans.

Truist did not repurchase any [removed: commons] [added: common] shares under publicly announced repurchase plans in 2023.

| Table [removed: 5:] [added: 3:] Share Repurchase Activity | | | | | | | | | | | | | | | | | | | | | | | |

| (Dollars in millions, except per share data, shares in thousands) | | | Total Number of Shares Purchased(1) | | | | | | Average Price Paid Per Share(2)(3) | | | | | | Total Number of Shares Purchased as part of Publicly Announced Plans | | | | | | Approximate Dollar Value of Shares that may yet be Purchased Under the [removed: Plans(3)(4)] [added: Plans(3)(4)(5)] | | |

| December 1, [removed: 2024] [added: 2025] to December 31, [removed: 2024] [added: 2025] | | | — | | | | | | — | | | | | | — | | | | | | [removed: 4,000] [added: 10,000] | | |

[removed: The] [added: Truist’s] share-repurchase [removed: program enables] [added: programs enable] Truist to acquire shares through open-market purchases or privately negotiated transactions, including through Rule 10b5-1 plans and other programs, at the discretion of management and on terms (including quantity, timing, and price) that management determines to be advisable.

[removed: 44] Truist Financial Corporation [added: 47]

[removed: See] [added: Refer to] “Note 12.

The following table provides information about equity-based awards as of December 31, [removed: 2024:][added: 2025:]

| Table [removed: 6:] [added: 4:] Equity Compensation Plan Information | | | | | | | | | | | | | | | | | | | | |

| Plan Category | | | | | | [removed: (a)(1)(2)] [added: (a)(1)] Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | | | | [removed: (b)(3)] [added: (b)(2)] Weighted-average exercise price of outstanding options, warrants and rights | | | | | | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in (a)) | | |

| Not approved by security holders | | | | | | [removed: 2,393,448] [added: 3,362] | | | | | | [removed: 33.88] [added: 35.19] | | | | | | — | | |

(1)Includes [removed: 18,157,076] [added: 24,039,628] RSUs and PSUs in plans approved by security holders.

[removed: (3)Excludes] [added: (2)Excludes] RSUs and PSUs because they do not have an exercise price.

[added: 48] Truist Financial Corporation [removed: 45]

The following graph and table compare the cumulative total shareholder return of the Company’s common stock, the S&P 500 Index, and the KBW Nasdaq Bank Index for the five-year period ended December 31, [removed: 2024.][added: 2025.]

The graph and table assume an initial investment of $100 was made on December 31, [removed: 2019] [added: 2020] in each of the Company’s common stock and the two indexes, as well as reinvestment of all dividends without commissions.

[removed: ][added: ]

| Table [removed: 7:] [added: 5:] Cumulative Total Shareholder Return | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| As of / Through December 31, | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | |