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Item 16. Form 10-K Summary (None)

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Item 16. Form 10-K Summary (None)

*For information regarding executive officers, refer to “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 “Proposal 1—Election of Directors—Nominees for Election as Directors,” “Board and Committee Governance Matters—Director Nominations and Refreshment,” “Other Corporate Policies and Practices—Ethics at Truist,” “Board and Committee Governance Matters—Committees of the Board—Audit Committee,” and “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 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 and Human Capital Committee Report on Executive Compensation,” “Compensation of Named Executive Officers,” “Pay Ratio Disclosure,” and “Compensation of Directors” in the registrant’s definitive proxy statement for the 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 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 2026 annual meeting of shareholders. The information required by Item 13 is incorporated herein by reference to the information that appears under the headings “Board and Committee Governance Matters—Director Independence” and “Board and Committee Governance Matters—Policies and Procedures for Approving Related Person Transactions” in the registrant’s definitive proxy statement for the 2026 annual meeting of shareholders. The information required by Item 14 is incorporated herein by reference to the information that appears under the headings “Proposal 3—Ratification of the Appointment of Our Independent Registered Public Accounting Firm—Fees to Independent Registered Public Accounting Firm” and “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 2026 annual meeting of shareholders.

Glossary of Defined Terms

The following terms may be used throughout this report, including the consolidated financial statements and related notes.

TermDefinition
ACLAllowance for credit losses
AFSAvailable-for-sale
Agency MBSMortgage-backed securities issued by a U.S. government agency or GSE
AIArtificial intelligence, including machine learning and other types of artificial intelligence
ALCOAsset and Liability Committee
ALLLAllowance for loan and lease losses
ALMAsset/Liability management
AMLAnti-money laundering
AOCIAccumulated other comprehensive income (loss)
ATMAutomated teller machine
BCBSBasel Committee on Banking Supervision
BHCBank holding company
BHCABank Holding Company Act of 1956, as amended
BoardBoard of Directors of Truist Financial Corporation
BRCJoint Risk Committee of the Boards of Directors of Truist Financial Corporation and Truist Bank
BSABank Secrecy Act
BTCJoint Technology Committee of the Boards of Directors of Truist Financial Corporation and Truist Bank
CCARComprehensive Capital Analysis and Review
CCBCapital Conservation Buffer
CCyBCountercyclical Capital Buffer
CDCertificate of deposit
CDICore deposit intangible
CEOChief Executive Officer of Truist Financial Corporation
CET1Common equity tier 1
CFOChief Financial Officer of Truist Financial Corporation
CFPBConsumer Financial Protection Bureau
CFTCCommodity Futures Trading Commission
CIOChief Information Officer of Truist Financial Corporation
CSOChief Security Officer of Truist Financial Corporation
CMOCollateralized mortgage obligation
CODMChief Operating Decision Maker
CompanyTruist Financial Corporation and its subsidiaries (interchangeable with “Truist” below)
CRACommunity Reinvestment Act of 1977
CRECommercial real estate
CROChief Risk Officer of Truist Financial Corporation
CSBBConsumer and Small Business Banking, an operating segment
DIFDeposit Insurance Fund administered by the FDIC
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act
DTADeferred tax asset
DTLDeferred tax liability
ECRCEnterprise Credit Risk Committee
EPSEarnings per common share
ERCEnterprise Risk Committee
ERISAEmployee Retirement Income Security Act of 1974
ERM FrameworkEnterprise Risk Management Framework
EVEEconomic value of equity
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FDICFederal Deposit Insurance Corporation
FHAFederal Housing Administration
FHCFinancial holding company
FHLBFederal Home Loan Bank
FHLMCFederal Home Loan Mortgage Corporation
FinCenFinancial Crimes Enforcement Network
FINRAFinancial Industry Regulatory Authority
FNMAFederal National Mortgage Association
FRBBoard of Governors of the Federal Reserve System
FTEFull-time equivalent employee
GAAPAccounting principles generally accepted in the United States of America
GDPGross Domestic Product
GNMAGovernment National Mortgage Association
GSEU.S. government-sponsored enterprise
GSIBsGlobal systemically important banks
HFIHeld for investment
HQLAHigh-quality liquid assets
HTMHeld-to-maturity

Truist Financial Corporation 1

TermDefinition
IDIInsured depository institution
IPVIndependent price verification
IRCInternal Revenue Code
IRRInterest rate risk
IRSInternal Revenue Service
ISDAInternational Swaps and Derivatives Association, Inc.
LCRLiquidity Coverage Ratio
LHFSLoans held for sale
LOCOMLower of cost or market
Market Risk RuleMarket risk capital requirements issued jointly by the OCC, FRB, and FDIC
MBSMortgage-backed securities
MD&AItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
MROModel Risk Oversight
MSRMortgage servicing rights
MSRBMunicipal Securities Rulemaking Board
NANot applicable
NCCOBNorth Carolina Office of the Commissioner of Banks
NFANational Futures Association
NIINet interest income
NIM - TENet interest margin, computed on a TE basis
NMNot meaningful
NPANonperforming asset
NPLNonperforming loan
NSFRNet stable funding ratio
NYSENew York Stock Exchange
OASOption adjusted spread
OCCOffice of the Comptroller of the Currency
OCIOther comprehensive income (loss)
OFACU.S. Department of the Treasury’s Office of Foreign Assets Control
OPEBOther post-employment benefit
OREOOther real estate owned
OT&COther, Treasury, and Corporate
OTCOver-the-counter
Parent CompanyTruist Financial Corporation, the parent company of Truist Bank and other subsidiaries
Patriot ActUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
PCDPurchased credit deteriorated loans
PSUPerformance share units
REITReal estate investment trust
RMORisk Management Organization
ROTCEReturn on average tangible common equity, a non-GAAP measure
ROU assetsRight-of-use assets
RSARestricted stock award
RSURestricted stock unit
RUFCReserve for unfunded lending commitments
S&PStandard & Poor’s
SBASmall Business Administration
SBICSmall Business Investment Company
SCBStress Capital Buffer
SECSecurities and Exchange Commission
SOFRSecured Overnight Financing Rate
TBVPSTangible book value per common share, a non-GAAP measure
TETaxable-equivalent
TIHTruist Insurance Holdings, LLC, an entity sold on May 6, 2024
TMROTreasury & Market Risk Oversight
TRSTotal Return Swap
TruistTruist Financial Corporation and its subsidiaries (interchangeable with the “Company” above)
Truist BankTruist Bank, a North Carolina-chartered bank
U.S.United States of America
U.S. DOJUnited States Department of Justice
U.S. TreasuryUnited States Department of the Treasury
UPBUnpaid principal balance
UTBUnrecognized tax benefit
VaRValue-at-risk
VIEVariable interest entity
WBWholesale Banking, an operating segment

2 Truist Financial Corporation

Forward-Looking Statements and Other Terms

From time to time we have made, and in the future will make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. 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 current expectations, intentions, or forecasts about future events, circumstances, or results. 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.

This report, including any information incorporated by reference in this report, contains forward-looking statements. 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. We also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, we may make forward-looking statements orally or in writing to investors, analysts, members of the media, and others. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, and results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, and uncertainties could be complete, some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements include:

  • changes in monetary, fiscal, and trade laws or policies, including tariffs or interest rates;

  • evolving political, geopolitical, business, social, economic, and market conditions at the local, regional, national, and international levels;

  • our ability to effectively address economic, business, or market deterioration, slowdowns or disruptions;

  • disruptions and shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including financial or systemic shocks and volatility or changes in market liquidity, interest or currency rates, or valuations;

  • changes in business and consumer sentiment, preferences, or behavior, including spending, borrowing, or saving by businesses or households;

  • negative market perceptions of our investment portfolio or its value;

  • our ability to manage credit risk, including in connection with the loans that we originate or purchase;

  • the credit, liquidity, or other financial condition of our clients, counterparties, service providers, or competitors;

  • our ability to cost-effectively fund our businesses and operations, including by accessing long- and short-term funding and liquidity and by retaining and growing client deposits;

  • our ability to manage any unexpected outflows of uninsured deposits 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;

  • 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;

  • any instability or breakdown in the financial system, including as a result of the actual or perceived soundness of another financial institution or another participant in the financial system;

  • our ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or infrastructure, including those that safeguard personal and other sensitive information;

  • our ability to keep pace with changes in 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;

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

  • our ability to 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;

  • the performance, availability, and 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;

  • the adequacy and effectiveness of our corporate governance, risk-management framework, compliance programs, and internal controls over financial reporting, including our ability to identify, assess, monitor, and mitigate risks, remediate lapses or deficiencies in financial reporting, and make appropriate estimates;

  • our ability to develop, maintain, and market our products or services and to manage risks and unanticipated costs or liabilities associated with those products or services;

  • our ability to satisfactorily and profitably perform loan servicing and similar obligations;

  • the legal, regulatory, and supervisory environment, including changes in financial services legislation, regulation, policies, or government leadership or personnel;

  • 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 address 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 financial services industry;

  • the outcomes of judicial, regulatory, and administrative inquiries, examinations, investigations, proceedings, disputes, or rulings to which we are or may be subject (either directly or indirectly through our ownership interests in other entities) and our ability to absorb and address any damages or other remedies that are sought or awarded and any collateral consequences;

  • our ability to execute strategic and operational plans, including 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 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;

  • changes in our corporate and business strategies, the composition of our assets, or the way in which we fund those assets;

  • our ability to successfully make and integrate acquisitions and to effect divestitures, which may include regulatory approvals and conditions;

  • the efficacy of our methods or models in assessing business strategies or opportunities or in valuing, measuring, estimating, monitoring, or managing positions or risk;

  • evolving accounting standards and policies and related changes to interpretations;

  • 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 attract, hire, and retain key teammates and to engage in adequate succession planning;

  • 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;

  • 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;

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

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

Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

Unless the context otherwise requires, “sale of TIH” and similar phrases refer to the sale of our majority stake in TIH on May 6, 2024.

Truist Financial Corporation 3

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