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.
| Term | Definition | ||||
| ACL | Allowance for credit losses | ||||
| AFS | Available-for-sale | ||||
| Agency MBS | Mortgage-backed securities issued by a U.S. government agency or GSE | ||||
| AI | Artificial intelligence, including machine learning and other types of artificial intelligence | ||||
| ALCO | Asset and Liability Committee | ||||
| ALLL | Allowance for loan and lease losses | ||||
| ALM | Asset/Liability management | ||||
| AML | Anti-money laundering | ||||
| AOCI | Accumulated other comprehensive income (loss) | ||||
| ATM | Automated teller machine | ||||
| BCBS | Basel Committee on Banking Supervision | ||||
| BHC | Bank holding company | ||||
| BHCA | Bank Holding Company Act of 1956, as amended | ||||
| Board | Board of Directors of Truist Financial Corporation | ||||
| BRC | Joint Risk Committee of the Boards of Directors of Truist Financial Corporation and Truist Bank | ||||
| BSA | Bank Secrecy Act | ||||
| BTC | Joint Technology Committee of the Boards of Directors of Truist Financial Corporation and Truist Bank | ||||
| CCAR | Comprehensive Capital Analysis and Review | ||||
| CCB | Capital Conservation Buffer | ||||
| CCyB | Countercyclical Capital Buffer | ||||
| CD | Certificate of deposit | ||||
| CDI | Core deposit intangible | ||||
| CEO | Chief Executive Officer of Truist Financial Corporation | ||||
| CET1 | Common equity tier 1 | ||||
| CFO | Chief Financial Officer of Truist Financial Corporation | ||||
| CFPB | Consumer Financial Protection Bureau | ||||
| CFTC | Commodity Futures Trading Commission | ||||
| CIO | Chief Information Officer of Truist Financial Corporation | ||||
| CSO | Chief Security Officer of Truist Financial Corporation | ||||
| CMO | Collateralized mortgage obligation | ||||
| CODM | Chief Operating Decision Maker | ||||
| Company | Truist Financial Corporation and its subsidiaries (interchangeable with “Truist” below) | ||||
| CRA | Community Reinvestment Act of 1977 | ||||
| CRE | Commercial real estate | ||||
| CRO | Chief Risk Officer of Truist Financial Corporation | ||||
| CSBB | Consumer and Small Business Banking, an operating segment | ||||
| DIF | Deposit Insurance Fund administered by the FDIC | ||||
| Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act | ||||
| DTA | Deferred tax asset | ||||
| DTL | Deferred tax liability | ||||
| ECRC | Enterprise Credit Risk Committee | ||||
| EPS | Earnings per common share | ||||
| ERC | Enterprise Risk Committee | ||||
| ERISA | Employee Retirement Income Security Act of 1974 | ||||
| ERM Framework | Enterprise Risk Management Framework | ||||
| EVE | Economic value of equity | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FASB | Financial Accounting Standards Board | ||||
| FDIC | Federal Deposit Insurance Corporation | ||||
| FHA | Federal Housing Administration | ||||
| FHC | Financial holding company | ||||
| FHLB | Federal Home Loan Bank | ||||
| FHLMC | Federal Home Loan Mortgage Corporation | ||||
| FinCen | Financial Crimes Enforcement Network | ||||
| FINRA | Financial Industry Regulatory Authority | ||||
| FNMA | Federal National Mortgage Association | ||||
| FRB | Board of Governors of the Federal Reserve System | ||||
| FTE | Full-time equivalent employee | ||||
| GAAP | Accounting principles generally accepted in the United States of America | ||||
| GDP | Gross Domestic Product | ||||
| GNMA | Government National Mortgage Association | ||||
| GSE | U.S. government-sponsored enterprise | ||||
| GSIBs | Global systemically important banks | ||||
| HFI | Held for investment | ||||
| HQLA | High-quality liquid assets | ||||
| HTM | Held-to-maturity |
Truist Financial Corporation 1
| Term | Definition | ||||
| IDI | Insured depository institution | ||||
| IPV | Independent price verification | ||||
| IRC | Internal Revenue Code | ||||
| IRR | Interest rate risk | ||||
| IRS | Internal Revenue Service | ||||
| ISDA | International Swaps and Derivatives Association, Inc. | ||||
| LCR | Liquidity Coverage Ratio | ||||
| LHFS | Loans held for sale | ||||
| LOCOM | Lower of cost or market | ||||
| Market Risk Rule | Market risk capital requirements issued jointly by the OCC, FRB, and FDIC | ||||
| MBS | Mortgage-backed securities | ||||
| MD&A | Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
| MRO | Model Risk Oversight | ||||
| MSR | Mortgage servicing rights | ||||
| MSRB | Municipal Securities Rulemaking Board | ||||
| NA | Not applicable | ||||
| NCCOB | North Carolina Office of the Commissioner of Banks | ||||
| NFA | National Futures Association | ||||
| NII | Net interest income | ||||
| NIM - TE | Net interest margin, computed on a TE basis | ||||
| NM | Not meaningful | ||||
| NPA | Nonperforming asset | ||||
| NPL | Nonperforming loan | ||||
| NSFR | Net stable funding ratio | ||||
| NYSE | New York Stock Exchange | ||||
| OAS | Option adjusted spread | ||||
| OCC | Office of the Comptroller of the Currency | ||||
| OCI | Other comprehensive income (loss) | ||||
| OFAC | U.S. Department of the Treasury’s Office of Foreign Assets Control | ||||
| OPEB | Other post-employment benefit | ||||
| OREO | Other real estate owned | ||||
| OT&C | Other, Treasury, and Corporate | ||||
| OTC | Over-the-counter | ||||
| Parent Company | Truist Financial Corporation, the parent company of Truist Bank and other subsidiaries | ||||
| Patriot Act | Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 | ||||
| PCD | Purchased credit deteriorated loans | ||||
| PSU | Performance share units | ||||
| REIT | Real estate investment trust | ||||
| RMO | Risk Management Organization | ||||
| ROTCE | Return on average tangible common equity, a non-GAAP measure | ||||
| ROU assets | Right-of-use assets | ||||
| RSA | Restricted stock award | ||||
| RSU | Restricted stock unit | ||||
| RUFC | Reserve for unfunded lending commitments | ||||
| S&P | Standard & Poor’s | ||||
| SBA | Small Business Administration | ||||
| SBIC | Small Business Investment Company | ||||
| SCB | Stress Capital Buffer | ||||
| SEC | Securities and Exchange Commission | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| TBVPS | Tangible book value per common share, a non-GAAP measure | ||||
| TE | Taxable-equivalent | ||||
| TIH | Truist Insurance Holdings, LLC, an entity sold on May 6, 2024 | ||||
| TMRO | Treasury & Market Risk Oversight | ||||
| TRS | Total Return Swap | ||||
| Truist | Truist Financial Corporation and its subsidiaries (interchangeable with the “Company” above) | ||||
| Truist Bank | Truist Bank, a North Carolina-chartered bank | ||||
| U.S. | United States of America | ||||
| U.S. DOJ | United States Department of Justice | ||||
| U.S. Treasury | United States Department of the Treasury | ||||
| UPB | Unpaid principal balance | ||||
| UTB | Unrecognized tax benefit | ||||
| VaR | Value-at-risk | ||||
| VIE | Variable interest entity | ||||
| WB | Wholesale 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:
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changes in monetary, fiscal, and trade laws or policies, including tariffs or interest rates;
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evolving political, geopolitical, business, social, economic, and market conditions at the local, regional, national, and international levels;
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our ability to effectively address economic, business, or market deterioration, slowdowns or disruptions;
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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;
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changes in business and consumer sentiment, preferences, or behavior, including spending, borrowing, or saving by businesses or households;
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negative market perceptions of our investment portfolio or its value;
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our ability to manage credit risk, including in connection with the loans that we originate or purchase;
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the credit, liquidity, or other financial condition of our clients, counterparties, service providers, or competitors;
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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;
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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;
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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;
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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;
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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;
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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;
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our ability to manage system failures or disruptions affecting operations, communications, or other systems or processes;
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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;
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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;
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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;
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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;
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our ability to satisfactorily and profitably perform loan servicing and similar obligations;
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the legal, regulatory, and supervisory environment, including changes in financial services legislation, regulation, policies, or government leadership or personnel;
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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;
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our ability to address scrutiny and expectations from supervisory or other governmental authorities and to timely and credibly remediate related concerns or deficiencies;
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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;
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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;
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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;
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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;
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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;
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changes in our corporate and business strategies, the composition of our assets, or the way in which we fund those assets;
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our ability to successfully make and integrate acquisitions and to effect divestitures, which may include regulatory approvals and conditions;
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the efficacy of our methods or models in assessing business strategies or opportunities or in valuing, measuring, estimating, monitoring, or managing positions or risk;
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evolving accounting standards and policies and related changes to interpretations;
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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;
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our ability to attract, hire, and retain key teammates and to engage in adequate succession planning;
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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;
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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;
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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
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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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