Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MD&A is intended to assist readers in their analysis of the accompanying Consolidated Financial Statements and supplemental financial information. It should be read in conjunction with the Consolidated Financial Statements, the accompanying Notes to the Consolidated Financial Statements in this Form 10-Q, other information contained in this document, as well as with Truist’s Annual Report on Form 10-K for the year ended December 31, 2024.

A description of certain factors that may affect our future results and risk factors is set forth in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Executive Overview

Truist delivered strong third-quarter results, underscored by robust fee income growth in investment banking and trading and wealth, healthy loan expansion, and continued expense and credit discipline. These results reflect the strength of our diversified business model and the momentum we are seeing across the Company.

During the third quarter of 2025, Truist announced strategic growth investments over the next five years. The investments include building 100 new insights-driven branches, renovating more than 300 branches in high-opportunity markets, enhancing digital capabilities, and hiring additional Premier advisors to serve clients with more complex financial needs.

Asset quality was solid, and our capital position continues to support both our growth initiatives and our ability to return capital to shareholders. We returned $1.2 billion of capital to our common shareholders through $665 million of common stock dividends and $500 million in common share repurchases during the third quarter of 2025. As of September 30, 2025, we had $2.3 billion remaining under our $5.0 billion common share repurchase authorization through the end of 2026.

In the fourth quarter of 2025, the Company is targeting the repurchase of $750 million of common stock through open market repurchases.

Financial Results

Net income available to common shareholders for the third quarter of 2025 of $1.3 billion was up 0.9% compared with the third quarter of 2024. On a diluted per common share basis, earnings for the third quarter of 2025 were $1.04, an increase of $0.05, or 5.1%, compared to the third quarter of 2024. Truist’s results of operations for the third quarter of 2025 produced an annualized return on average assets of 1.06% and an annualized return on average common shareholders’ equity of 9.0% compared to prior year returns of 1.10% and 9.1%, respectively.

Net income from continuing operations was $1.5 billion for the third quarter of 2025, compared to $1.4 billion for the third quarter of 2024.

Taxable-equivalent net interest income for the third quarter of 2025 was up $23 million, or 0.6%, compared to the third quarter of 2024. Net interest margin was 3.01%, down 11 basis points compared to the third quarter of 2024

  • The yield on the average total loan portfolio was 6.00%, down 41 basis points due to the impact of variable rate loans repricing. The yield on the average securities portfolio was 3.16%, up 19 basis points.

  • The average cost of total deposits was 1.84%, down 24 basis points. The average cost of short-term borrowings was 4.42%, down 99 basis points. The average cost of long-term debt was 5.04%, down nine basis points.

Noninterest income was up $75 million, or 5.1%, compared to the third quarter of 2024 primarily due to higher wealth management income and service charges on deposits.

Noninterest expense was up $87 million, or 3.0%, compared to the third quarter of 2024 primarily due to higher personnel expense, partially offset by lower other expense.

The effective tax rate was 16.4% for the three months ended September 30, 2025 compared to 15.8% for the three months ended September 30, 2024. The higher effective tax rate for the third quarter of 2025 compared to the third quarter of 2024 is primarily due to higher income before taxes and higher full-year forecasted effective tax rate in the current year.

Truist Financial Corporation 49

Asset quality was solid for the third quarter of 2025.

  • Nonperforming loans and leases held for investment were 0.48% of loans and leases held for investment at September 30, 2025, up nine basis points compared to June 30, 2025 due to an increase in the commercial and industrial portfolio.

  • Loans 90 days or more past due and still accruing totaled $584 million at September 30, 2025, up one basis point as a percentage of loans and leases compared with June 30, 2025. Excluding government guaranteed loans, the ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.05% at September 30, 2025, up one basis point compared to June 30, 2025.

  • The allowance for credit losses was $5.3 billion and included $5.0 billion for the allowance for loan and lease losses and $317 million for the reserve for unfunded commitments. The ALLL ratio was 1.54%, flat compared to June 30, 2025.

  • The provision for credit losses was $436 million compared to $448 million for the third quarter of 2024.

  • The net charge-off ratio was 48 basis points, down seven basis points compared to the third quarter of 2024, primarily driven by lower net charge-offs in the CRE and credit card portfolios, partially offset by the indirect auto portfolio.

Capital and liquidity ratios remained strong during the third quarter of 2025.

  • Truist’s preliminary CET1 ratio was 11.0% as of September 30, 2025, flat compared to June 30, 2025 as capital returned to shareholders and an increase in risk-weighted assets was offset by current quarter earnings.

  • Truist declared common dividends of $0.52 per share during the third quarter of 2025 and repurchased $500 million of common stock. For the third quarter of 2025, the dividend payout ratio was 50%, and the total payout ratio was 87%.

  • Truist’s average consolidated LCR was 110% for the three months ended September 30, 2025, compared to the regulatory minimum of 100%.

  • Truist completed the 2025 CCAR process and received an SCB requirement of 2.5% for the period October 1, 2025 to September 30, 2026, down 30 basis points from the SCB requirement for the period October 1, 2024 to September 30, 2025.

50 Truist Financial Corporation

Analysis of Results of Operations

Net Interest Income and NIM

Taxable-equivalent net interest income for the third quarter of 2025 was up $23 million, or 0.6%, compared to the third quarter of 2024. Net interest margin was 3.01%, down 11 basis points compared to the third quarter of 2024.

  • Average earning assets increased $19.9 billion, or 4.3%, primarily due to an increase in average total loans of $17.5 billion, or 5.7%, and an increase in average securities of $2.0 billion, or 1.7%.

  • The yield on the average total loan portfolio was 6.00%, down 41 basis points due to the impact of variable rate loans repricing. The yield on the average securities portfolio was 3.16%, up 19 basis points.

  • Average deposits increased $12.3 billion, or 3.2%, average short-term borrowings increased $6.0 billion, or 29%, and average long-term debt increased $6.1 billion, or 17%.

  • The average cost of total deposits was 1.84%, down 24 basis points. The average cost of short-term borrowings was 4.42%, down 99 basis points. The average cost of long-term debt was 5.04%, down nine basis points.

TE net interest income for the nine months ended September 30, 2025 was up $208 million, or 2.0%, compared to the nine months ended September 30, 2024 primarily due to the balance sheet repositioning in the second quarter of 2024. Net interest margin was 3.01%, flat compared to the prior period.

  • Average earning assets increased $8.9 billion, or 1.9%, compared to the prior period primarily due to an increase in average total loans of $7.3 billion, or 2.4%, and an increase in other earning assets of $2.8 billion, or 7.7%, partially offset by a decline in average securities of $1.8 billion, or 1.5%. The increase in average other earning assets and decrease in average securities primarily reflects the aforementioned balance sheet repositioning.

  • The yield on the average total loan portfolio was 5.99% for 2025, down 42 basis points, compared to the prior period primarily due to the impact of variable rate loans repricing. The yield on the average securities portfolio was 3.16% for 2025, up 44 basis points compared to the prior period, reflecting the balance sheet repositioning and reinvesting cash flows into higher yielding securities.

  • Average deposits increased $9.3 billion, or 2.4%, average short-term borrowings increased $3.4 billion, or 14%, and average long-term debt decreased $1.5 billion, or 4.0%.

  • The average cost of total deposits was 1.83% for 2025, down 24 basis points compared to the prior period. The average cost of short-term borrowings was 4.46% for 2025, down 109 basis points compared to the prior period. The average cost of long-term debt was 5.04% for 2025, up 14 basis points compared to the prior period.

The major components of net interest income and the related annualized yields as well as the variances between the periods caused by changes in interest rates versus changes in volumes are summarized below.

Truist Financial Corporation 51

Table 1-1: Taxable-Equivalent Net Interest Income and Rate / Volume Analysis
Three Months Ended September 30, (Dollars in millions)Average Balances**(1)**Annualized Yield/Rate**(2)**Income/Expense**(2)**Incr. (Decr.)Change due to
202520242025202420252024RateVolume
Assets
AFS and HTM securities at amortized cost:
U.S. Treasury$13,351$12,9865.18%4.65%$174$151$23$19$4
GSE4583773.863.4144———
Agency MBS104,998103,3742.892.75760711493811
States and political subdivisions3584174.194.1433———
Non-agency MBS—————————
Other15184.505.1811———
Total securities119,180117,1723.162.97942870725715
Interest earning trading assets5,9915,4545.706.0586842(5)7
Other earning assets(3)38,76538,9334.505.54445549(104)(102)(2)
Loans and leases, net of unearned income:
Commercial and industrial162,207154,1025.666.412,3122,482(170)(298)128
CRE21,17121,4816.256.88336373(37)(32)(5)
Commercial Construction8,2587,8706.847.79139152(13)(20)7
Residential mortgage57,67653,9994.153.89598525733736
Home equity9,5889,7037.518.04182196(14)(12)(2)
Indirect auto24,96422,1217.297.1845939960654
Other consumer31,71429,0158.368.2666860365758
Credit card4,9154,87411.7412.20146150(4)(5)1
Total loans and leases HFI320,493303,1656.006.414,8404,880(40)(317)277
LHFS1,5771,4136.186.492424—(2)2
Total loans and leases322,070304,5786.006.414,8644,904(40)(319)279
Total earning assets486,006466,1375.185.476,3376,407(70)(369)299
Nonearning assets55,81953,278
Total assets$541,825$519,415
Liabilities and Shareholders’ Equity
Interest-bearing deposits:
Interest-checking$109,244$103,8992.462.80677732(55)(91)36
Money market and savings136,515136,6392.192.66755914(159)(158)(1)
Time deposits45,09037,7263.543.8840336835(34)69
Total interest-bearing deposits290,849278,2642.502.881,8352,014(179)(283)104
Short-term borrowings26,79620,7814.425.4129928217(57)74
Long-term debt41,45835,3185.045.1352345469(8)77
Total interest-bearing liabilities359,103334,3632.943.272,6572,750(93)(348)255
Noninterest-bearing deposits105,751106,080
Other liabilities11,92213,631
Shareholders’ equity65,04965,341
Total liabilities and shareholders’ equity$541,825$519,415
Average interest-rate spread2.24%2.20%
NIM/net interest income - TE(2)3.01%3.12%$3,680$3,657$23$(21)$44
Less: TE adjustment5155
Net interest income$3,629$3,602
Memo: Total deposits$396,600$384,3441.84%2.08%$1,835$2,014$(179)

(1)Represents daily average balances. Unrealized gains and losses on available-for-sale securities are included in nonearning assets. Active hedge basis adjustments for fair value hedges are included in nonearning assets and other liabilities.

(2)Yields are stated on a TE basis, which represents a non-GAAP measure, utilizing a federal tax rate of 21%. Interest income includes certain fees, deferred costs, and dividends. The change in interest not solely due to changes in rate or volume has been allocated based on the pro-rata absolute dollar amount of each.

(3)Includes cash equivalents, interest-bearing deposits with banks, FHLB stock, and other earning assets.

52 Truist Financial Corporation

Table 1-2: Taxable-Equivalent Net Interest Income and Rate / Volume Analysis
Nine Months Ended September 30, (Dollars in millions)Average Balances**(1)**Annualized Yield/Rate**(2)**Income/Expense**(2)**Incr. (Decr.)Change due to
202520242025202420252024RateVolume
Assets
AFS and HTM securities at amortized cost:
U.S. Treasury$14,078$11,3325.19%3.41%$546$289$257$175$82
GSE4613833.783.361310312
Agency MBS106,752109,6542.882.632,3092,166143201(58)
States and political subdivisions3664194.204.141112(1)—(1)
Non-agency MBS—1,712—2.85—37(37)(18)(19)
Other15184.595.2811———
Total securities121,672123,5183.162.722,8802,5153653596
Interest earning trading assets5,8405,2725.806.212542477(17)24
Other earning assets(3)39,05936,2614.515.581,3341,536(202)(310)108
Loans and leases, net of unearned income:
Commercial and industrial158,663156,5015.696.496,7587,604(846)(950)104
CRE20,23521,9486.206.929461,143(197)(112)(85)
Commercial Construction8,5337,5516.847.82428436(8)(61)53
Residential mortgage56,71554,5184.093.861,7391,5781619665
Home equity9,5819,8127.497.99537587(50)(36)(14)
Indirect auto24,12922,1707.276.941,3121,15216056104
Other consumer30,47428,5458.368.171,9041,74515940119
Credit card4,8854,90011.5712.10423444(21)(20)(1)
Total loans and leases HFI313,215305,9455.996.4114,04714,689(642)(987)345
LHFS1,3181,2416.096.496061(1)(5)4
Total loans and leases314,533307,1865.996.4114,10714,750(643)(992)349
Total earning assets481,104472,2375.155.3818,57519,048(473)(960)487
Nonearning assets55,77550,114
Assets of discontinued operations—3,396
Total assets$536,879$525,747
Liabilities and Shareholders’ Equity
Interest-bearing deposits:
Interest-checking$111,548$103,7772.452.732,0432,123(80)(230)150
Money market and savings136,339135,5372.212.582,2492,619(370)(385)15
Time deposits42,44840,2953.544.151,1231,252(129)(192)63
Total interest-bearing deposits290,335279,6092.492.865,4155,994(579)(807)228
Short-term borrowings27,77724,3294.465.559271,010(83)(214)131
Long-term debt36,06337,5795.044.901,3631,382(19)38(57)
Total interest-bearing liabilities354,175341,5172.913.287,7058,386(681)(983)302
Noninterest-bearing deposits106,110107,529
Other liabilities12,15113,278
Liabilities of discontinued operations—1,401
Shareholders’ equity64,44362,022
Total liabilities and shareholders’ equity$536,879$525,747
Average interest-rate spread2.24%2.10%
NIM/net interest income - TE(2)3.01%3.01%$10,870$10,662$208$23$185
Less: TE adjustment147161
Net interest income$10,723$10,501
Memo: Total deposits$396,445$387,1381.83%2.07%$5,415$5,994$(579)

(1)Represents daily average balances. Unrealized gains and losses on available-for-sale securities are included in nonearning assets. Active hedge basis adjustments for fair value hedges are included in nonearning assets and other liabilities.

(2)Yields are stated on a TE basis, which represents a non-GAAP measure, utilizing a federal tax rate of 21%. Interest income includes certain fees, deferred costs, and dividends. The change in interest not solely due to changes in rate or volume has been allocated based on the pro-rata absolute dollar amount of each.

(3)Includes cash equivalents, interest-bearing deposits with banks, FHLB stock, and other earning assets.

Truist Financial Corporation 53

Provision for Credit Losses

The provision for credit losses was $436 million for the third quarter of 2025 compared to $448 million for the third quarter of 2024. The net charge-off ratio for the current quarter of 0.48% was down seven basis points compared to the third quarter of 2024.

  • The net charge-off ratio for the current quarter was down compared to the third quarter of 2024 primarily driven by lower net charge-offs in the CRE and credit card portfolios, partially offset by the indirect auto portfolio.

The provision for credit losses was $1.4 billion for the nine months ended September 30, 2025, flat compared to the nine months ended September 30, 2024. The net charge-off ratio for the current period of 0.53% was down six basis points compared to the prior period.

*•*The net charge-off ratio was down compared to the prior period driven by lower net charge-offs in the CRE, credit card, and other consumer portfolios, partially offset by higher net charge-offs in the commercial and industrial and indirect auto portfolios.

Refer to “Note 5. Loans and ACL” for additional discussion of the ACL.

Noninterest Income

Noninterest income is a significant contributor to Truist’s financial results. Management focuses on diversifying its sources of revenue to reduce Truist’s reliance on traditional spread-based interest income, as certain fee-based activities are a relatively stable revenue source during periods of changing interest rates. The following table provides a breakdown of Truist’s noninterest income:

Table 2: Noninterest Income
Three Months Ended September 30,% ChangeNine Months Ended September 30,% Change
(Dollars in millions)202520242025 vs. 2024202520242025 vs. 2024
Wealth management income$374$3506.9%$1,066$1,067(0.1)%
Investment banking and trading income323332(2.7)801941(14.9)
Card and payment related fees2252221.46776760.1
Service charges on deposits2402218.66976782.8
Mortgage banking income11810611.33333155.7
Lending related fees1038817.02972738.8
Operating lease income4549(8.2)145158(8.2)
Securities gains (losses)———(19)(6,650)(99.7)
Other income13011513.035325936.3
Total noninterest income$1,558$1,4835.1$4,350$(2,283)NM

Noninterest income was up $75 million, or 5.1%, compared to the third quarter of 2024 primarily due to higher wealth management income and service charges on deposits.

  • Wealth management income increased primarily due to higher assets under management.

  • Service charges on deposits increased primarily due to higher treasury management fees.

Noninterest income was up $6.6 billion for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to securities losses resulting from the balance sheet repositioning in 2024 and higher other income, partially offset by lower investment banking and trading income. Excluding securities losses, noninterest income was flat compared to the prior period.

  • Other income increased primarily due to higher income from certain solar and other investments.

  • Investment banking and trading income decreased due to lower merger and acquisition fees, trading income, and capital markets activity.

54 Truist Financial Corporation

Noninterest Expense

The following table provides a breakdown of Truist’s noninterest expense:

Table 3: Noninterest Expense
Three Months Ended September 30,% ChangeNine Months Ended September 30,% Change
(Dollars in millions)202520242025 vs. 2024202520242025 vs. 2024
Personnel expense$1,726$1,6286.0%$4,966$4,9191.0%
Professional fees and outside processing3463363.01,08392217.5
Software expense2332225.06946644.5
Net occupancy expense18215715.95244779.9
Equipment expense90847.1261261—
Amortization of intangibles7284(14.3)220261(15.7)
Marketing and customer development79755.323619421.6
Operating lease depreciation3134(8.8)99108(8.3)
Regulatory costs3251(37.3)156288(45.8)
Restructuring charges27258.093109(14.7)
Other expense196231(15.2)574771(25.6)
Total noninterest expense$3,014$2,9273.0$8,906$8,974(0.8)

Noninterest expense was up $87 million, or 3.0%, compared to the third quarter of 2024 primarily due to higher personnel expense, partially offset by lower other expense.

  • Personnel expense increased primarily due to higher investments in talent in revenue producing businesses as well as the technology and risk infrastructure organizations, medical claims, and incentives.

  • Other expense decreased primarily due to lower operating losses.

Noninterest expense was down $68 million, or 0.8%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to lower other expense, regulatory costs, and amortization of intangibles, partially offset by higher professional fees and outside processing expense, personnel expense, net occupancy expense, and marketing and customer development expense.

  • Other expense decreased primarily due to a $150 million charitable contribution in 2024 and lower operating losses.

  • Regulatory costs decreased primarily due to the FDIC special assessment in 2024.

  • Amortization of intangibles decreased primarily due to the scheduled amortization for certain assets.

  • Professional fees and outside processing expense increased due to higher investments in technology and risk infrastructure.

  • Personnel expense increased due to higher investments in talent in revenue producing businesses as well as the technology and risk infrastructure organizations and higher medical claims, partially offset by lower expenses for other employee benefits.

  • Net occupancy expense increased primarily due to higher real estate taxes and rent expense.

  • Marketing and customer development expense increased primarily due to marketing initiatives.

Segment Results

Truist operates and measures business activity across two segments: CSBB and WB, with functional activities included in OT&C. The Company’s business segment structure is based on the manner in which financial information is evaluated by management as well as the products and services provided or the type of client served. Refer to “Note 18. Operating Segments” for additional information on the Company’s segments.

Table 4: Net Income from Continuing Operations by Reportable Segment
Three Months Ended September 30,% ChangeNine Months Ended September 30,% Change
(Dollars in millions)202520242025 vs. 2024202520242025 vs. 2024
Consumer and Small Business Banking$663$776(14.6)%$1,866$2,384(21.7)%
Wholesale Banking1,1501,04010.62,9672,8593.8
Other, Treasury & Corporate(361)(377)(4.2)(880)(6,577)(86.6)
Truist Financial Corporation$1,452$1,4390.9$3,953$(1,334)NM

Truist Financial Corporation 55

Consumer and Small Business Banking

CSBB net income was $663 million for the third quarter of 2025, a decrease of $113 million compared to the third quarter of 2024.

  • Segment net interest income decreased $78 million primarily driven by lower funding credit on deposits.

  • The allocated provision for credit losses increased $47 million reflecting an allowance build in the current quarter.

  • Noninterest income increased $24 million primarily due to increases in service charges on deposits and residential mortgage income.

  • Noninterest expense increased $41 million compared to the earlier quarter driven by higher enterprise technology and payments charges and higher personnel expenses.

CSBB average loans and leases held for investment increased $8.7 billion, or 6.9%, for the third quarter of 2025 compared to the third quarter of 2024, primarily due to higher loan balances within indirect lending driven by the prime auto and Service Finance portfolios and within real estate lending driven by mortgage.

CSBB average total deposits increased $4.0 billion, or 1.9%, for the third quarter of 2025 compared to the third quarter of 2024, primarily driven by increases in money market and savings and noninterest-bearing deposits, partially offset by decreases in interest checking deposits.

Wholesale Banking

WB net income was $1.2 billion for the third quarter of 2025, an increase of $110 million compared to the third quarter of 2024.

  • Segment net interest income increased $80 million primarily due to higher deposit spreads and higher loan and deposit balances, partially offset by lower loan yields.

  • The allocated provision for credit losses decreased $60 million which reflects a decrease in net charge-offs and a higher net reserve release compared to the earlier quarter.

  • Noninterest income increased $96 million compared to the earlier quarter driven by higher income from certain strategic investments, trading income, and wealth management income as well as increased income from lending related fees, partially offset by decreased income from capital markets activity.

  • Noninterest expense increased $79 million compared to the earlier quarter primarily due to higher enterprise operations and functional support charges, partially offset by lower regulatory costs.

WB average loans held for investment increased $8.6 billion, or 4.9%, for the third quarter of 2025 compared to the third quarter of 2024, primarily due to increases in average commercial and industrial loan balances.

WB average total deposits increased $1.0 billion, or 0.7%, for the third quarter of 2025 compared to the third quarter of 2024, primarily due to increases in interest checking balances, partially offset by declines in average noninterest-bearing deposits and money market and savings.

Other, Treasury & Corporate

OT&C generated a net loss of $361 million in the third quarter of 2025, compared to a net loss of $377 million in the third quarter of 2024.

  • Segment net interest income increased $25 million primarily due to lower funding credit on deposits to other segments, partially offset by lower funding charges on commercial loans to other segments.

  • Noninterest income decreased $45 million primarily due to an increase in tax equivalent offset activity with the WB segment.

  • Noninterest expense decreased $33 million compared to the earlier quarter primarily driven by increased credit from other segments for technology project support and enterprise operations and functional support, partially offset by increases in personnel expenses driven by higher investments in talent in technology and risk infrastructures.

56 Truist Financial Corporation

Consumer and Small Business Banking

CSBB net income was $1.9 billion for the nine months ended September 30, 2025, a decrease of $518 million compared to the prior year.

  • Segment net interest income decreased $421 million primarily driven by lower funding credit on deposits.

  • The allocated provision for credit losses increased $138 million primarily reflecting a net reserve build in the current period, partially offset by lower charge-offs in the credit card portfolio.

  • Noninterest income increased $44 million primarily due to increased residential mortgage income.

  • Noninterest expense increased $156 million driven by higher enterprise technology, operations, payments, and risk support charges, partially offset by lower regulatory costs and loan processing expense.

CSBB average loans and leases held for investment increased $5.7 billion, or 4.5%, for the nine months ended September 30, 2025 compared to the prior year driven primarily by increases within indirect lending driven by the prime auto and Service Finance portfolios and within real estate lending driven by mortgage.

CSBB average total deposits increased $1.0 billion, or 0.5%, for the nine months ended September 30, 2025 compared to the prior year primarily due to increases in average money market and savings and noninterest-bearing deposits, partially offset by decreases in interest-bearing checking deposits.

Wholesale Banking

WB net income was $3.0 billion for the nine months ended September 30, 2025, an increase of $108 million compared to the prior year.

  • Segment net interest income increased $102 million primarily due to lower cost of deposits and higher funding credit on higher deposit balances, partially offset by lower loan yields.

  • The allocated provision for credit losses decreased $154 million, which primarily reflects a decrease in net charge-offs as well as an increase in the net reserve release compared to the earlier period.

  • Noninterest income increased $21 million primarily due to increased income from certain strategic investments, service charges on deposits, and lending related fees, partially offset by decreases in income from investment banking and trading.

  • Noninterest expense increased $110 million primarily due to increases in enterprise operations and functional support charges, partially offset by lower regulatory costs.

WB average loans and leases held for investment increased $1.6 billion, or 0.9%, for the nine months ended September 30, 2025 compared to the prior year driven by increases in average balances in the commercial and industrial loan and commercial construction portfolios, partially offset by decreases in commercial real estate balances.

WB average total deposits increased $4.7 billion, or 3.4%, for the nine months ended September 30, 2025 compared to the prior year primarily due to specific increases in average interest-bearing checking balances, partially offset by decreases in noninterest-bearing deposits and money market and savings balances.

Other, Treasury, and Corporate

OT&C generated a net loss of $880 million for the nine months ended September 30, 2025, compared to a net loss of $6.6 billion in the prior year.

  • Segment net interest income increased $541 million due to lower funding credit on deposits to other segments, the balance sheet repositioning in the prior period, and reinvesting cash flows into higher yielding securities, partially offset by the lower funding charges primarily on loans to other segments.

  • Noninterest income increased $6.6 billion primarily due to securities losses resulting from the balance sheet repositioning in 2024.

  • Noninterest expense decreased $334 million primarily driven by lower other expense due to a charitable contribution to the Truist Foundation in 2024 and increased credit from other segments for enterprise technology support expense, partially offset by increased professional fees and outside processing expense and salaries driven by higher investments in talent in technology and risk infrastructures.

Truist Financial Corporation 57

Analysis of Financial Condition

Investment Activities

The securities portfolio totaled $113.5 billion at September 30, 2025, compared to $118.1 billion at December 31, 2024. U.S. Treasury, GSE, and Agency MBS represented 99.7% of the total securities portfolio as of September 30, 2025 and December 31, 2024. The overwhelming majority of the portfolio is in agency MBS.

  • The decrease in 2025 includes paydowns and maturities of $15.0 billion and sales of $1.1 billion, partially offset by purchases of $9.4 billion as well as an increase in the fair value of AFS securities.

  • As of September 30, 2025 and December 31, 2024, 41% of the investment securities portfolio was classified as held-to-maturity based on amortized cost, excluding portfolio level basis adjustments associated with certain AFS securities.

  • As of September 30, 2025, approximately 3.3% of the securities portfolio was variable rate, excluding the impact of swaps, compared to 3.0% as of December 31, 2024.

  • The effective duration of the AFS securities portfolio was 5.0 years at September 30, 2025 and December 31, 2024, excluding the impact of swaps, or 3.3 years at September 30, 2025 and December 31, 2024, including the impact of swaps. The effective duration of the HTM securities portfolio was 7.2 years at September 30, 2025 and 7.0 years at December 31, 2024.

Lending Activities

The following table presents the composition of average loans and leases:

Table 5: Average Loans and Leases
Three Months Ended
(Dollars in millions)Sep 30, 2025Jun 30, 2025Mar 31, 2025Dec 31, 2024Sep 30, 2024
Commercial:
Commercial and industrial$162,207$158,491$155,214$153,209$154,102
CRE21,17119,68719,83220,50421,481
Commercial construction8,2588,6138,7348,2617,870
Consumer:
Residential mortgage57,67656,78955,65854,39053,999
Home equity9,5889,5869,5699,6759,703
Indirect auto24,96424,15823,24822,79022,121
Other consumer31,71430,38729,29129,35529,015
Credit card4,9154,8904,8494,9264,874
Total average loans and leases HFI$320,493$312,601$306,395$303,110$303,165

Average loans and leases HFI were $320.5 billion, an increase of $7.9 billion, or 2.5%, compared to the prior quarter.

  • Average commercial loans increased 2.6% due to an increase in the commercial and industrial and CRE portfolios.

  • Average consumer loans increased 2.5% due to growth in the other consumer, residential mortgage, and indirect auto portfolios.

End of period loans and leases HFI were $323.7 billion, up $4.9 billion, or 1.6%, primarily due to increases in the CRE, commercial and industrial, other consumer, and indirect auto portfolios.

At September 30, 2025 and December 31, 2024, 54% and 53% of loans and leases HFI were variable rate, respectively.

58 Truist Financial Corporation

Asset Quality

The following tables summarize asset quality information:

Table 6: Asset Quality
(Dollars in millions)Sep 30, 2025Jun 30, 2025Mar 31, 2025Dec 31, 2024Sep 30, 2024
NPAs:
NPLs:
Commercial and industrial$800$520$586$521$575
CRE98128294298302
Commercial construction421231
Residential mortgage196191179166156
Home equity103107114116118
Indirect auto247240248259252
Other consumer6664656663
Total NPLs HFI1,5521,2511,4881,4291,467
Loans held for sale191277—5
Total nonperforming loans and leases1,5711,2631,5651,4291,472
Foreclosed real estate44433
Other foreclosed property5449494553
Total nonperforming assets$1,629$1,316$1,618$1,477$1,528
Loans 90 days or more past due and still accruing:
Commercial and industrial$3$2$5$19$5
CRE———1—
Lease financing
Residential mortgage – government guaranteed438424468430394
Residential mortgage – nonguaranteed4141625139
Home equity66697
Other consumer2724232322
Credit card6949525451
Total loans 90 days or more past due and still accruing$584$546$616$587$518
Loans 30-89 days past due and still accruing:
Commercial and industrial$73$122$118$168$116
CRE634126010
Commercial construction515—34
Residential mortgage – government guaranteed327330284318305
Residential mortgage – nonguaranteed344365347401366
Home equity5454576063
Indirect auto620582484622596
Other consumer241239246236233
Credit card7370718176
Total loans 30-89 days past due and still accruing$1,743$1,811$1,619$1,949$1,769

Nonperforming assets totaled $1.6 billion at September 30, 2025, up $313 million compared to June 30, 2025, due to an increase in the commercial and industrial portfolio. Nonperforming loans and leases were 0.48% of loans and leases held for investment at September 30, 2025, up nine basis points compared to June 30, 2025.

Loans 90 days or more past due and still accruing totaled $584 million at September 30, 2025, up one basis point as a percentage of loans and leases compared with the prior quarter. Excluding government guaranteed loans, the ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.05% at September 30, 2025, up one basis point compared to June 30, 2025.

Loans 30-89 days past due and still accruing totaled $1.7 billion at September 30, 2025, down $68 million, or three basis points as a percentage of loans and leases, compared to the prior quarter primarily due to declines in the commercial and industrial, CRE, and residential mortgage portfolios, partially offset by an increase in the indirect auto portfolio.

Truist Financial Corporation 59

Problem loans include NPLs and loans that are 90 days or more past due and still accruing as disclosed in Table 6. In addition, for the commercial portfolio segment, loans that are rated special mention or substandard performing are closely monitored by management as potential problem loans. Refer to “Note 5. Loans and ACL” for the amortized cost basis of loans by origination year and credit quality indicator as well as additional disclosures related to NPLs.

Table 7: Asset Quality Ratios
Sep 30, 2025Jun 30, 2025Mar 31, 2025Dec 31, 2024Sep 30, 2024
Loans 30-89 days past due and still accruing as a percentage of loans and leases0.54%0.57%0.52%0.64%0.58%
Loans 90 days or more past due and still accruing as a percentage of loans and leases0.180.170.200.190.17
NPLs as a percentage of loans and leases0.480.390.480.470.48
NPLs as a percentage of total loans and leases(1)0.480.390.510.460.48
NPAs as a percentage of:
Total assets(1)0.300.240.300.280.29
Loans and leases plus foreclosed property0.500.410.500.480.50
Net charge-offs as a percentage of average loans and leases0.480.510.600.590.55
ALLL as a percentage of loans and leases1.541.541.581.591.60
Ratio of ALLL to nonperforming loans and leases3.2x3.9x3.3x3.4x3.3x
Loans 90 days or more past due and still accruing as a percentage of loans and leases, excluding government guaranteed(2)0.05%0.04%0.05%0.05%0.04%

(1)Includes LHFS.

(2)This asset quality ratio has been adjusted to remove the impact of government guaranteed loans. Management believes the inclusion of such assets in this asset quality ratio results in distortion of this ratio because collection of principal and interest on government guaranteed loans is reasonably assured.

Table 8: Asset Quality Ratios
As of/For the Year-to-Date
Three Months EndedPeriod Ended Sept. 30
Sep 30, 2025Jun 30, 2025Mar 31, 2025Dec 31, 2024Sep 30, 202420252024
Net charge-offs as a percentage of average loans and leases:
Commercial:
Commercial and industrial0.19%0.22%0.20%0.27%0.18%0.21%0.17%
CRE0.440.711.290.661.120.801.51
Commercial construction(0.03)(0.02)(0.02)(0.02)(0.01)(0.02)(0.03)
Consumer:
Residential mortgage———(0.01)(0.01)—(0.01)
Home equity(0.11)(0.04)(0.07)(0.07)(0.11)(0.07)(0.07)
Indirect auto1.991.632.262.331.891.962.03
Other consumer1.551.541.711.631.731.601.76
Credit card3.134.845.215.105.044.385.31
Total0.480.510.600.590.550.530.59
Ratio of ALLL to net charge-offs3.3x3.1x2.6x2.7x2.9x3.0x2.7x

Ratios are annualized, as applicable.

60 Truist Financial Corporation

The following table presents activity related to NPAs:

Table 9: Rollforward of NPAs
(Dollars in millions)20252024
Balance, January 1$1,477$1,488
New NPAs2,5652,540
Advances and principal increases356397
Disposals of foreclosed assets(1)(466)(458)
Disposals of NPLs(2)(265)(144)
Charge-offs and losses(894)(975)
Payments(938)(1,043)
Transfers to performing status(206)(254)
Other, net—(23)
Ending balance, September 30$1,629$1,528

(1)Includes charge-offs and losses recorded upon sale of $207 million and $193 million for the nine months ended September 30, 2025 and 2024, respectively.

(2)Includes gains, net of charge-offs and losses recorded upon sale of $5 million and charge-offs and losses recorded upon sale of $1 million for the nine months ended September 30, 2025 and 2024, respectively.

Commercial Credit Concentrations

Truist has established the following general practices to manage commercial credit risk:

  • limiting the amount of credit that Truist may extend to a borrower;

  • establishing a process for credit approval accountability;

  • initial underwriting and analysis of borrower, transaction, market, and collateral risks;

  • evaluating the diversity of the loan portfolio in terms of type, industry, and geographical concentration;

  • ongoing servicing and monitoring of individual loans and lending relationships;

  • continuous monitoring of the portfolio, market dynamics, and the economy; and

  • periodically reevaluating the Company’s strategy and overall exposure as economic, market, and other relevant conditions change.

Truist monitors various segments of its credit portfolios to assess potential concentration risks. Management is involved in the credit approval and review process, and risk acceptance criteria are adjusted as needed to reflect the Company’s risk appetite. Consistent with established risk management objectives, the Company utilizes various risk mitigation techniques, including collecting collateral and security interests, obtaining guarantees, and, to a limited extent, through the purchase of credit loss protection via third-party insurance or use of credit derivatives such as credit default swaps.

In the commercial portfolio, risk concentrations are evaluated regularly on both an aggregate portfolio level and on an individual client basis. The Company manages its commercial exposure through portfolio targets, limits, and transactional risk acceptance criteria as well as other techniques, including loan syndications/participations, loan sales, collateral, structure, covenants, and other risk reduction techniques.

The following tables provide industry distribution by major types of commercial credit exposure and the geographical distribution of commercial exposures. Industry classification for commercial and industrial loans is based on the North American Industry Classification System. CRE loans are classified based on type of property. For the geographic disclosures, amounts are generally assigned to a state based on the physical billing address of the client or physical property address.

Truist Financial Corporation 61

Table 10: Commercial and Industrial Portfolio Industry and Geography
September 30, 2025December 31, 2024
(Dollars in millions)LHFI% of TotalNPLLHFI% of TotalNPL
Industry:
Finance and insurance$28,42117.4%$3$24,27115.7%$28
Manufacturing13,3678.29112,2987.962
Retail trade12,3257.52812,4888.166
Health care and social assistance11,9797.36712,1547.8129
Real estate and rental and leasing11,7007.2211,3547.33
Public administration8,6265.348,8605.7—
Wholesale trade7,7884.81277,4284.845
Information7,1794.41965,2353.466
Utilities6,0793.7—4,0962.6—
Educational services4,9333.0—4,4782.9—
Professional, scientific, and technical services4,8673.054,1252.78
Transportation and warehousing4,4102.7304,6343.034
Arts, entertainment, and recreation4,0972.513,5992.36
Accommodation and food services3,2252.0252,9351.99
Administrative and support and waste management and remediation services3,0841.9473,0222.0—
Construction3,0241.872,6071.710
Other(1)10,9486.611912,2117.923
Subtotal146,05289.3752135,79587.7489
Business owner occupied17,55510.74819,05312.332
Total commercial and industrial$163,607100.0%$800$154,848100.0%$521
Geography:
Florida$19,06911.7%$37$18,25811.8%$172
Texas16,31610.015314,7289.547
North Carolina12,2177.51512,1677.916
New York11,8817.37811,3797.350
Georgia11,5627.11311,2407.310
California11,0366.7318,1155.28
Virginia8,9075.439,3436.07
Maryland7,2064.486,7814.43
Pennsylvania6,8634.21696,4664.29
Tennessee5,8453.6445,7293.751
New Jersey4,2062.663,9472.55
South Carolina4,1782.654,1512.723
Illinois3,8242.3183,6392.420
Ohio3,7112.3—3,4822.21
Other(2)36,78622.322035,42322.999
Total commercial and industrial$163,607100.0%$800$154,848100.0%$521

(1)Represents other remaining industries that are deemed to be individually insignificant.

(2)Represents other remaining states, U.S. territories, and non-U.S. loans that are deemed to be individually insignificant.

Truist’s CRE and commercial construction portfolios totaled $30.4 billion as of September 30, 2025, which includes 38% related to multifamily residential, 23% related to industrial, 12% related to office, 12% related to retail, and the remainder composed of hotel and other commercial real estate.

Our combined CRE and commercial construction office portfolio is primarily composed of multi-tenant, non-gateway properties located within Truist Bank’s footprint. As of September 30, 2025, approximately 93% of these properties are multi-tenant or medical. Additionally, as of September 30, 2025, 11% and 26% of these exposures are scheduled to mature in 2025 and 2026, respectively, with the remainder scheduled to mature in 2027 and beyond.

62 Truist Financial Corporation

Table 11: CRE Portfolio Property Type and Geography
September 30, 2025December 31, 2024
(Dollars in millions)LHFI% of TotalNPLLHFI% of TotalNPL
Industry:
Multifamily$7,19932.1%$5$5,50827.0%$27
Industrial5,51624.614,30321.13
Retail3,66316.343,53017.333
Office2,69112.0823,45917.0228
Hotel1,7227.7—1,8919.3—
Other(1)1,6237.361,6728.37
Total CRE$22,414100.0%$98$20,363100.0%$298
Geography:
Georgia$2,76312.3%$15$2,0109.9%$80
Florida2,76212.372,59412.726
Texas2,2269.941,5997.96
North Carolina2,2219.912,21210.910
New York1,7087.661,4917.32
California1,6687.4—1,6838.3—
Pennsylvania1,4236.311,2186.01
Virginia1,0084.5—1,1085.43
Illinois9534.3—6243.1—
New Jersey9264.1104392.235
Maryland9164.1—7133.58
Other(2)3,84017.3544,67222.8127
Total CRE$22,414100.0%$98$20,363100.0%$298

(1)Represents other remaining property types that are deemed to be individually insignificant.

(2)Represents other remaining states, U.S. territories, and non-U.S. loans that are deemed to be individually insignificant.

Table 12: Commercial Construction Portfolio Property Type and Geography
September 30, 2025December 31, 2024
(Dollars in millions)LHFI% of TotalNPLLHFI% of TotalNPL
Industry:
Multifamily$4,37754.5%$—$4,91857.7%$—
Industrial1,62720.3—1,68019.7—
Single Family - Construction to permanent1,04513.0—6647.82
Office4135.1416277.4—
Single Family - Acquisition and development and commercial land2032.5—1872.21
Other(1)3624.614445.2—
Total commercial construction$8,027100.0%$42$8,520100.0%$3
Geography:
Texas$1,23215.3$—$1,34515.8$—
Georgia1,19514.9—1,29415.2—
Florida1,15114.3—1,13813.4—
North Carolina98212.2—99211.61
California4435.5—4925.8—
Other(2)3,02437.8423,25938.22
Total commercial construction$8,027100.0%$42$8,520100.0%$3

(1)Represents other remaining property types that are deemed to be individually insignificant.

(2)Represents other remaining states, U.S. territories, and non-U.S. loans that are deemed to be individually insignificant.

See additional information on the commercial portfolios in “Note 5. Loans and ACL,” including loans by origination year and credit quality indicator.

Truist Financial Corporation 63

ACL

Activity related to the ACL is presented in the following tables:

Table 13: Activity in ACL
Three Months EndedNine Months Ended September 30,
(Dollars in millions)Sep 30, 2025Jun 30, 2025Mar 31, 2025Dec 31, 2024Sep 30, 202420252024
Balance, beginning of period$5,253$5,166$5,161$5,140$5,110$5,161$5,093
Provision for credit losses4364884584714481,3821,399
Charge-offs:
Commercial and industrial(98)(120)(102)(119)(96)(320)(276)
CRE(25)(38)(70)(51)(65)(133)(265)
Residential mortgage(1)(1)(1)(1)—(3)(2)
Home equity(2)(4)(2)(2)(1)(8)(7)
Indirect auto(150)(127)(154)(158)(143)(431)(433)
Other consumer(155)(146)(154)(148)(152)(455)(458)
Credit card(49)(70)(74)(74)(71)(193)(222)
Total charge-offs(480)(506)(557)(553)(528)(1,543)(1,663)
Recoveries:
Commercial and industrial20312415267572
CRE2371751217
Commercial construction—1——112
Residential mortgage2—22144
Home equity544341313
Indirect auto25282524387896
Other consumer31313028269282
Credit card1012111193327
Total recoveries95110103100110308313
Net charge-offs(385)(396)(454)(453)(418)(1,235)(1,350)
Other1(5)13—(3)(2)
Balance, end of period$5,305$5,253$5,166$5,161$5,140$5,305$5,140
ACL:
ALLL$4,988$4,899$4,870$4,857$4,842
RUFC317354296304298
Total ACL$5,305$5,253$5,166$5,161$5,140

The allowance for credit losses was $5.3 billion at September 30, 2025 and included $5.0 billion for the allowance for loan and lease losses and $317 million for the reserve for unfunded commitments. The ALLL ratio at September 30, 2025 was 1.54%, flat compared with June 30, 2025. The ALLL covered nonperforming loans and leases held for investment 3.2x at September 30, 2025, compared to 3.9x at June 30, 2025. At September 30, 2025, the ALLL was 3.3x annualized net charge-offs, compared to 3.1x at June 30, 2025.

The following table presents an allocation of the ALLL. The entire amount of the allowance is available to absorb losses occurring in any category of loans and leases.

Table 14: Allocation of ALLL by Category
September 30, 2025December 31, 2024
(Dollars in millions)Amount% ALLL in Each Category% Loans in Each CategoryAmount% ALLL in Each Category% Loans in Each Category
Commercial and industrial$1,33626.9%50.5%$1,28426.4%50.7%
CRE50510.16.964313.26.6
Commercial construction2605.22.52575.32.8
Residential mortgage2214.417.82044.218.1
Home equity891.83.0891.83.1
Indirect auto1,02020.47.995519.77.5
Other consumer1,13222.79.999420.59.6
Credit card4258.51.54318.91.6
Total ALLL4,988100.0%100.0%4,857100.0%100.0%
RUFC317304
Total ACL$5,305$5,161

64 Truist Financial Corporation

Truist monitors the performance of its home equity loans and lines secured by second liens similarly to other consumer loans and utilizes assumptions specific to these loans in determining the necessary ALLL. Truist also receives notification when the first lien holder, whether Truist or another financial institution, has initiated foreclosure proceedings against the borrower. When notified that the first lien is in the process of foreclosure, Truist obtains valuations to determine if any additional charge-offs or reserves are warranted. These valuations are updated at least annually thereafter.

Truist has limited ability to monitor the delinquency status of the first lien, unless the first lien is held or serviced by Truist. Truist estimates credit losses on second lien loans where the first lien is delinquent based on historical experience; the increased risk of loss on these credits is reflected in the ALLL. As of September 30, 2025, Truist held or serviced the first lien on 32% of its second lien positions.

Other Assets

The components of other assets are presented in the following table:

Table 15: Other Assets as of Period End
(Dollars in millions)Sep 30, 2025Dec 31, 2024
Tax credit and other private equity investments$9,705$9,303
Bank-owned life insurance7,8737,801
Prepaid pension assets7,4077,238
Accounts receivable2,1261,904
Accrued income2,0932,069
Derivative assets1,684966
DTAs, net1,6441,945
Leased and related assets1,4261,352
FHLB stock1,395965
Prepaid expenses1,0631,061
ROU assets1,0591,015
Other1,1881,513
Total other assets$38,663$37,132

Truist Financial Corporation 65

Funding Activities

Deposits

The following table presents average deposits:

Table 16: Average Deposits
Three Months Ended
(Dollars in millions)Sep 30, 2025Jun 30, 2025Mar 31, 2025Dec 31, 2024Sep 30, 2024
Noninterest-bearing deposits$105,751$106,686$105,895$107,968$106,080
Interest checking109,244116,193109,208107,075103,899
Money market and savings136,515135,607136,897138,242136,639
Time deposits45,09041,99740,20436,75737,726
Total average deposits$396,600$400,483$392,204$390,042$384,344

Average deposits for the third quarter of 2025 were $396.6 billion, a decrease of $3.9 billion, or 1.0%, compared to the second quarter of 2025 primarily due to lower short-term client deposits.

Average noninterest-bearing deposits decreased 0.9% compared to the prior quarter and represented 26.7% of total deposits for the third quarter of 2025 compared to 26.6% for the second quarter of 2025. Average interest checking deposits decreased 6.0%. Average money market and savings accounts increased 0.7%. Average time deposits increased 7.4%.

Borrowings

At September 30, 2025, short-term borrowings totaled $29.4 billion, an increase of $171 million compared to December 31, 2024. Average short-term borrowings were $27.8 billion and $24.3 billion for the nine months ended September 30, 2025 and 2024, respectively.

Long-term debt provides funding and, to a lesser extent, regulatory capital, and primarily consists of senior and subordinated notes issued by the Parent Company and Truist Bank. Long-term debt totaled $41.7 billion at September 30, 2025, an increase of $6.8 billion compared to December 31, 2024. During the nine months ended September 30, 2025, the Company had:

  • Net issuances of $7.9 billion floating rate FHLB advances.

  • Maturities and redemptions of $5.4 billion of senior notes and $1.3 billion of subordinated notes.

  • Issuances of $4.6 billion of primarily fixed-to-floating rate senior notes with a weighted average interest rate of 4.74% due between May 20, 2027 and September 26, 2033 and $500 million of floating rate senior notes due July 24, 2028.

In October 2025, Truist issued $1.3 billion principal amount of fixed-to-floating rate senior holding company notes with an interest rate of 4.96% due October 23, 2036, and Truist Bank issued $1.3 billion principal amount of fixed-to-floating rate senior bank notes with an interest rate of 4.14% due October 23, 2029.

In October 2025, Truist redeemed all $750 million principal amount outstanding of its fixed-to-floating rate senior holding company notes due October 28, 2026.

66 Truist Financial Corporation

Shareholders’ Equity

Truist’s book value per common share and TBVPS are presented in the following table:

Table 17: Book Value per Common Share
(Dollars in millions, except per share data, shares in thousands)Sep 30, 2025Dec 31, 2024
Common equity per common share$46.70$43.90
Non-GAAP capital measure:(1)
Tangible common equity per common share$32.57$30.01
Calculation of tangible common equity:(1)
Total shareholders’ equity$65,646$63,679
Less:
Preferred stock5,9075,907
Goodwill and intangible assets, net of deferred taxes18,07618,274
Tangible common equity$41,663$39,498
Common shares outstanding at end of period1,279,2461,315,936

(1)Tangible common equity is a non-GAAP measure that excludes the impact of intangible assets, net of deferred taxes. This measure is useful for evaluating the performance of a business consistently, whether acquired or developed internally. Truist’s management uses this measure to assess balance sheet risk and shareholder value.

Total shareholders’ equity was $65.6 billion at September 30, 2025, an increase of $2.0 billion from December 31, 2024. This increase includes $4.0 billion in net income and $1.8 billion in OCI, partially offset by $2.3 billion in common and preferred dividends and $1.8 billion in common share repurchases, including excise taxes. For the third quarter of 2025, the dividend payout ratio was 50% and the total payout ratio was 87%. Truist’s book value per common share at September 30, 2025 was $46.70, compared to $43.90 at December 31, 2024. Truist’s TBVPS of $32.57 at September 30, 2025, increased 8.5% compared to December 31, 2024.

Truist Financial Corporation 67

Risk Management

Truist seeks to maintain a comprehensive risk management framework supported by people, processes, and systems to identify, measure, monitor, manage, and report significant risks arising from its exposures and business activities. A key objective of the Company’s risk management framework is to promote the execution of strategic goals and objectives in alignment with its risk appetite.

Truist has developed a risk management taxonomy to provide for the identification and classification of risk elements at Truist. The objective of the risk management taxonomy is to define enterprise-wide categorization for elements used in risk management activities, establish consistently applied language, and enable data analysis, aggregation, and reporting. Primary risk types are the highest categories of risk in our risk management taxonomy. We recently updated our primary risk types to include financial crimes risk. The other seven primary risk types in our current risk management taxonomy are market, credit, liquidity, technology, compliance, strategic, and operational risks. See Item 1, “Business”, Item 1A, “Risk Factors”, and the “Risk Management” section of MD&A in Truist’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information regarding these primary risk types.

Truist is committed to fostering a culture that supports the identification and escalation of risks across the organization. All teammates are responsible for upholding the Company’s purpose, mission, and values, and are encouraged to speak up if there is any activity or behavior that is inconsistent with the Company’s culture. The Truist code of ethics influences the Company’s decision making and informs teammates on how to act in the absence of specific guidance.

Truist seeks an appropriate return for the risk taken in its business operations. Risk-taking activities must be evaluated and prioritized to identify those that present attractive risk-adjusted returns, while preserving asset value and capital.

Market Risk

Market risk is the risk to current or anticipated earnings, capital, or economic value arising from changes in interest rates, spreads, or prices of financial instruments, and the corresponding impact on the composition of the balance sheet or trading and fair value positions. Market risk results from changes in the level, volatility, or correlations among financial market risk factors or prices, including interest rates, credit spreads, foreign exchange rates, equity, and commodity prices.

Truist’s most significant market risk exposure is to interest rate risk in its balance sheet; however, market risk also results from underlying product liquidity risk, price risk, and volatility risk of instruments held in Truist’s business units. Interest rate risk results from: differences between the timing of rate changes and the timing of cash flows associated with assets and liabilities (re-pricing risk); changing rate relationships among different yield curves affecting bank activities (basis risk); changing rate relationships across the spectrum of maturities (yield curve risk); and interest-related options inherently embedded in bank products (options risk).

The primary objectives of market risk management are to minimize adverse effects from changes in market risk factors on net interest income, net income, and capital, and to offset the risk of price changes for certain assets and liabilities recorded at fair value. At Truist, market risk management also includes the enterprise-wide IPV function.

Interest Rate Market Risk

As a financial institution, Truist is exposed to interest rate risk from assets, liabilities, and off-balance sheet positions. Truist primarily monitors this risk through two measurement types, (i) NII at risk and (ii) economic value of equity. Truist manages this risk with securities, derivatives, and broader asset liability management activities. Truist uses derivatives to hedge interest income variability of floating rate loans and to hedge valuation changes of long-term debt and investment securities.

IRR measurement is reported monthly through the ALCO. Monthly IRR reporting includes exposure and historical trends relative to risk limit scenarios, impacts to a wide range of rate scenarios, and sensitivity tests of key assumptions. IRR reporting is provided to the BRC quarterly.

IRR measurement is influenced by data, assumptions, and models. Due to their high sensitivity to market rates, mortgage (loan and security) prepayments leverage an industry model that results in varying prepayment speeds across rate scenarios. Prepayments for non-mortgage loans leverage a mix of dynamic models (varying results based on market rates) and static prepayment assumptions based on historical experience. Our analysis incorporates dynamic client deposit balance levels, the mix across product types, and deposit rate paid across alternate rate scenarios based on modeled changes in client and bank behavior. The use of dynamic deposit balance models results in rotation to higher cost funding products (e.g., CDs) when market rates increase and to lower cost funding products (e.g., non-maturity deposits) when market rates decrease. The use of dynamic rate paid models results in varying deposit betas based on the timing and conditions within market rate cycles.

68 Truist Financial Corporation

NII at risk measures the change in NII under alternate interest rate scenarios relative to Truist’s baseline scenario, which incorporates Truist’s current balance sheet and off-balance sheet hedges as well as expectations for new business over the forecast horizon. Truist’s baseline scenario relies on assumptions including expectations of the economy and interest rates – which are influenced by market conditions, new business volume, pricing, and client behavior. In measuring NII at risk, Truist assumes that changes in key factors, such as prepayments and deposit pricing (betas), largely move in line with those it has experienced in prior rate cycles. However, future behavior of key factors may vary from Truist’s assumptions. NII at risk measurement assumes, when applicable, that U.S. interest rates floor at zero and Truist does not take any balance sheet or hedging actions in response to the rate scenarios.

Truist evaluates a wide range of alternate scenarios including instantaneous and gradual as well as parallel and non-parallel changes in interest rates. The table below presents the estimated change to NII over the following 12 months for select parallel alternate scenarios, expressed as a percentage change relative to baseline NII.

Table 18: Interest Sensitivity Simulation Analysis
Sep 30, 2025Dec 31, 2024
Up 200bps gradual change in interest rates0.7%1.1%
Up 50bps instantaneous change in interest rates0.50.6
Down 50bps instantaneous change in interest rates(0.7)(0.8)
Down 200bps gradual change in interest rates(1.8)(2.1)

Truist performs and monitors sensitivity tests of key assumptions used in NII risk including:

  • Asset prepayment speeds

  • New loan volume pricing spreads

  • Interest-bearing deposit betas

  • Non-interest-bearing demand deposit balance runoff, replaced by market funding

EVE measures changes in the economic value of Truist’s current balance sheet and off-balance sheet hedges under alternate rate scenarios relative to starting economic value. Truist uses EVE as a longer-term measure of interest rate risk. Truist performs and monitors sensitivity tests of key assumptions used in EVE including:

  • Asset prepayment speeds

  • Mortgage spreads (mortgage loan and security valuations)

  • Interest-bearing deposit beta

  • Deposit runoff / decay

Key assumption tests are generally performed by increasing and decreasing the assumption, whether static or dynamically modeled, relative to their respective starting values and then measuring the resulting impact to NII and EVE under baseline and alternate rate scenarios.

The identification and testing of key assumptions are influenced by market conditions and management views of key risks. The results of key assumption sensitivity tests are reported to ALCO and BRC at least quarterly. Key assumptions and their associated sensitivity tests are reviewed with ALCO and BRC at least annually.

Market Risk from Trading Activities

As a financial intermediary, Truist provides its clients access to derivatives, foreign exchange, and securities markets, which generate market risks. Trading market risk is managed using a multi-faceted risk management approach, which includes measuring risk using VaR, stress testing, and sensitivity analysis. Risk metrics are monitored against a suite of limits at both the trading desk level and at the aggregate portfolio level.

Truist is also subject to risk-based capital guidelines for market risk under the Market Risk Rule.

Truist Financial Corporation 69

Covered Trading Positions

Covered positions subject to the Market Risk Rule include trading assets and liabilities, specifically those held for the purpose of short-term resale or with the intent of benefiting from actual or expected short-term price movements or to lock in arbitrage profits. Truist’s trading portfolio of covered positions results primarily from market making and underwriting services for the Company’s clients, as well as associated risk mitigating hedging activity. The trading portfolio, measured in terms of VaR, consists primarily of four sub-portfolios of covered positions: (i) credit trading, (ii) fixed income securities, (iii) interest rate derivatives, and (iv) equity derivatives. As a market maker across different asset classes, Truist’s trading portfolio also contains other sub-portfolios, including foreign exchange, loan trading, and commodity derivatives; however, these portfolios do not generate material trading risk exposures.

Valuation policies and methodologies exist for all trading positions. Additionally, these positions are subject to independent price verification. See “Note 16. Derivative Financial Instruments,” “Note 15. Fair Value Disclosures,” and “Critical Accounting Policies” herein for discussion of valuation policies and methodologies.

Securitizations

As of September 30, 2025, the aggregate market value of on-balance sheet securitization positions subject to the Market Risk Rule, which were non-agency asset backed securities positions, was $120 million. Consistent with the Market Risk Rule requirements, the Company performs pre-purchase due diligence on each securitization position to identify the characteristics, including deal structure and the asset quality of the underlying assets, that materially affect valuation and performance. Securitization positions are subject to Truist’s risk management framework, which includes daily monitoring against a suite of limits. There were no off-balance sheet securitization positions during the reporting period.

Correlation Trading Positions

The trading portfolio of covered positions did not contain any correlation trading positions as of September 30, 2025.

VaR-Based Measures

VaR measures the potential loss of a given position or portfolio of positions at a specified confidence level and time horizon. Truist utilizes a historical VaR methodology to measure and aggregate risks across its covered trading positions. The VaR calculation is based on a historical simulation approach and measures the potential trading losses using a one-day holding period at a one-tail, 99% confidence level. For Market Risk Rule purposes, the Company calculates VaR using a 10-day holding period and a 99% confidence level. Due to inherent limitations of the VaR methodology, such as the assumption that past market behavior is indicative of future market performance, VaR is only one of several tools used to measure and manage market risk. Other tools used to manage market risk include stress testing, scenario analysis, and stop loss limits.

The trading portfolio’s VaR profile is influenced by a variety of factors, including the size and composition of the portfolio, market volatility, and the correlation between different positions. A portfolio of trading positions is typically less risky than the sum of the risk from each of the individual sub-portfolios, because, under normal market conditions, risk within each category partially offsets the exposure to other risk categories. The following table summarizes certain VaR-based measures for the three and nine months ended September 30, 2025 and 2024. Average VaR measures in the three and nine months ended September 30, 2025 were higher compared to the three and nine months ended September 30, 2024 primarily due to elevated market volatility in April 2025.

70 Truist Financial Corporation

Table 19: VaR-based Measures
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(Dollars in millions)10-Day Holding Period1-Day Holding Period10-Day Holding Period1-Day Holding Period10-Day Holding Period1-Day Holding Period10-Day Holding Period1-Day Holding Period
VaR-based Measures:
Maximum$35$12$28$10$63$15$28$12
Average228216239217
Minimum14612494124
Period-end288226288226
VaR by Risk Class:
Interest Rate Risk5757
Credit Spread Risk5959
Equity Price Risk7474
Foreign Exchange Risk1111
Portfolio Diversification(11)(15)(11)(15)
Period-end8686

Stressed VaR-based measures

Stressed VaR, another component of market risk capital, is calculated using the same internal models as used for the VaR-based measure. Stressed VaR is calculated over a ten-day holding period at a one-tail, 99% confidence level and employs a historical simulation approach based on a continuous twelve-month historical window selected to reflect a period of significant financial stress for the Company’s trading portfolio. The following table summarizes Stressed VaR-based measures:

Table 20: Stressed VaR-based Measures - 10 Day Holding Period
Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions)2025202420252024
Maximum$147$198$287$209
Average94151133137
Minimum561145669
Period-end127173127173

Specific Risk Measures

Specific risk is a measure of idiosyncratic risk that could result from risk factors other than broad market movements (e.g., default or event risks). The Market Risk Rule provides fixed risk weights under a standardized measurement method while also allowing a model-based approach, subject to regulatory approval. Truist utilizes the standardized measurement method to calculate the specific risk component of market risk regulatory capital. As such, incremental risk capital requirements do not apply.

VaR Model Backtesting

In accordance with the Market Risk Rule, the Company evaluates the accuracy of its VaR model through daily backtesting by comparing aggregate daily trading gains and losses (excluding fees, commissions, reserves, net interest income, and intraday trading) from covered positions with the corresponding daily VaR-based measures generated by the model. As illustrated in the following graph, there was one Company-wide VaR backtesting exception during the twelve months ended September 30, 2025. The backtesting exception was driven by tariff-related market volatility. The total number of Company-wide VaR backtesting exceptions over the preceding twelve months is used to determine the multiplication factor for the VaR-based capital requirement under the Market Risk Rule. The capital multiplication factor increases from a minimum of three to a maximum of four, depending on the number of exceptions. All Company-wide VaR backtesting exceptions are reviewed in the context of VaR model use and performance. There was no change in the capital multiplication factor over the preceding twelve months.

Truist Financial Corporation 71

12381

Model Risk Oversight

MRO is responsible for the independent model validation of all decision models, including trading market risk models. As part of ongoing monitoring efforts, the performance of all trading risk models is reviewed regularly to evaluate model performance with emerging developments in financial markets, assess evolving modeling approaches, and identify potential model enhancement.

Stress Testing

The Company uses a range of stress testing techniques to help monitor risks across trading desks and to augment standard daily VaR and other risk limits reporting. The stress testing framework is designed to quantify the impact of extreme, but plausible, stress scenarios that could lead to large, unexpected losses. Stress tests include simulations for risk factor sensitivities, historical repeats, and hypothetical scenarios with varying liquidity horizons of key risk factors. All trading positions within each applicable market risk category (i.e., interest rate risk, equity risk, foreign exchange rate risk, credit spread risk, and commodity price risk) are included in the Company’s stress testing framework. Management reviews stress testing scenarios and makes updates on an ongoing basis. Management also utilizes stress analyses to support the Company’s capital adequacy assessment standards. See the “Capital” section of MD&A for additional discussion of capital adequacy.

Liquidity

Liquidity is the ability to fund increases in assets and meet obligations as they come due, all without incurring unacceptable costs. In addition to the level of liquid assets, such as cash, cash equivalents, and highly liquid unencumbered securities, other factors affect the ability to meet liquidity needs, including access to a variety of funding sources, maintaining borrowing capacity, growing core deposits, loan repayment, and the ability to securitize or package loans for sale.

Truist has a liquidity risk management process designed to identify, measure, and monitor key liquidity risks to assess whether Truist is operating within its liquidity risk appetite. The liquidity risk appetite is outlined using a qualitative statement and more granular detailed risk appetite statements aligned to Truist’s risk taxonomy; risk statements form the basis for aligning risk appetite with risk management goals and strategy. Using the risk appetite statements, key risk indicators are developed that represent quantitative metrics which measure current risk exposure relative to Truist’s risk appetite, which help the Board and management monitor liquidity risk taking activity. Truist’s key risk indicators are designed to support the following objectives:

  • maintain (i) a diversified, but client deposit centric, funding base, (ii) a level of liquid, readily monetized assets sufficient to satisfy business as usual and stressed cash flow needs across multiple liquidity horizons, and (iii) an appropriate level of contingent funding to meet any unexpected needs;

  • limit concentration risk from individual, correlated counterparties, and funding concentrations in tenors that may negatively impact Truist from an unforeseen idiosyncratic or market event; and

  • maintain sufficient liquidity in the holding company to serve as a source of strength to its subsidiaries.

72 Truist Financial Corporation

Internal Liquidity Stress Testing

Liquidity stress testing is conducted for Truist and Truist Bank using a variety of institution-specific and market-wide adverse scenarios. Each liquidity stress test scenario applies defined assumptions to execute sources and uses of liquidity over varying planning horizons. The types of expected liquidity uses during a stressed event may include deposit attrition, contractual maturities, reductions in unsecured and secured funding, increased draws on unfunded commitments, and the potential need to post additional collateral for derivatives. To mitigate liquidity outflows, Truist has identified sources of liquidity; however, access to these sources of liquidity could be affected within a stressed environment.

Truist maintains a liquidity buffer of cash on hand and highly liquid unencumbered securities that is designed to meet the projected 30-day net stressed cash-flow needs. Truist’s liquidity buffer is substantially the same in composition to what qualifies as HQLA under the LCR Rule. Truist periodically monetizes a representative sample of the liquidity buffer to assess operational readiness through available monetization channels.

Contingency Funding Plan

Truist has a contingency funding plan designed to address ongoing obligations and commitments, particularly in the event of a liquidity contraction. This plan is designed to examine and quantify the organization’s liquidity under the various internal liquidity stress scenarios and is periodically tested to assess the plan’s reliability. Additionally, the plan provides a framework for management and other teammates to follow in the event of a liquidity contraction or in anticipation of such an event. The plan addresses authority for activation and decision making, liquidity options, and the responsibilities of key departments in the event of a liquidity contraction. On a quarterly basis, Truist conducts testing of market access for alternative sources of funds (e.g. FRB, discount window, standing repo facility, etc.) to test operational readiness. On a periodic basis, Truist conducts a table-top test of the Contingency Funding Plan to assess reliability of the plan during liquidity stress events and to simulate the operational elements of the plan such as communications, coordination, and decision-making.

LCR, NSFR, and HQLA

The LCR rule requires that Truist and Truist Bank maintain an amount of eligible HQLA that is sufficient within the parameters of the rule to meet their estimated total net cash outflows over a prospective 30 calendar-day period of stress. Eligible HQLA, for purposes of calculating the LCR, is the amount of unencumbered HQLA that satisfy operational requirements of the LCR rule. Truist and Truist Bank are subject to the Category III reduced LCR requirements. Truist held average weighted eligible HQLA of $91.2 billion and Truist’s average LCR was 110% for the three months ended September 30, 2025.

The NSFR rule defines a minimum amount of stable, long-term funding that Truist and Truist Bank must maintain in relation to their asset composition and off-balance sheet activities. Truist and Truist Bank are subject to the Category III reduced NSFR requirements. At September 30, 2025, Truist was compliant with this requirement.

Sources of Funds

Truist funds its balance sheet through diverse sources of funding including client deposits, secured and unsecured capital markets funding, and shareholders’ equity. Truist Bank’s primary source of funding is client deposits. Continued access to client deposits is highly dependent on public confidence in the stability of Truist Bank and its ability to return funds to clients when requested.

Truist Bank maintains a number of diverse funding sources to meet its liquidity requirements. These sources include unsecured borrowings from the capital markets through the issuance of senior or subordinated bank notes, institutional CDs, overnight and term Federal funds markets, and retail brokered CDs. Truist Bank also maintains access to secured borrowing sources, including FHLB advances, repurchase agreements, and the FRB discount window. Available investment securities could be pledged to create additional secured borrowing capacity. The following table presents a summary of Truist Bank’s available secured borrowing capacity and eligible cash at the FRB:

Table 21: Selected Liquidity Sources
(Dollars in millions)Sep 30, 2025Dec 31, 2024
Unused borrowing capacity:
FRB$82,361$72,040
FHLB24,94731,411
Available investment securities (at fair value)69,61268,212
Available secured borrowing capacity176,920171,663
Eligible cash at the FRB31,31333,717
Total$208,233$205,380

Truist Financial Corporation 73

At September 30, 2025, Truist Bank’s available secured borrowing capacity represented approximately 4.1 times the amount of wholesale funding maturities in one year or less.

Parent Company

The Parent Company serves as the primary source of capital for its operating subsidiaries. The Parent Company’s assets consist primarily of cash on deposit with Truist Bank, equity investments in subsidiaries, advances to subsidiaries, and notes receivable from subsidiaries. The principal obligations of the Parent Company are payments on long-term debt. The main sources of funds for the Parent Company are dividends and management fees from subsidiaries, repayments of advances to subsidiaries, and proceeds from the issuance of equity and long-term debt. The primary uses of funds by the Parent Company are investments in subsidiaries, advances to subsidiaries, dividend payments to common and preferred shareholders, repurchases of common stock, payments on and, from time-to-time, potential repurchases or redemptions of a portion of an outstanding tranche of long-term debt of the Parent Company (as may be permitted by the terms of each respective series), and the redemption of preferred stock. See “Note 22. Parent Company Financial Information” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information regarding dividends from subsidiaries and debt transactions.

Access to funding at the Parent Company is more sensitive to market disruptions. Therefore, Truist manages cash levels at the Parent Company to exceed a minimum of 12 months of projected cash outflows. In determining the buffer, Truist considers cash requirements for common and preferred dividends, unfunded commitments to affiliates, serving as a source of strength to Truist Bank, and being able to withstand sustained market disruptions that could limit access to the capital markets. At September 30, 2025, the Parent Company held cash on hand to meet these requirements.

Credit Ratings

Credit ratings are forward-looking opinions of rating agencies as to the Company’s ability to meet its financial commitments and repay its securities and obligations in accordance with their terms of issuance. Credit ratings influence both borrowing costs and access to the capital markets. The Company’s credit ratings are continuously monitored by the rating agencies and are subject to change at any time. As Truist seeks to maintain high-quality credit ratings, management meets with the major rating agencies on a regular basis to provide financial and business updates and to discuss current outlooks and trends. See Item 1A, “Risk Factors” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information regarding factors that influence credit ratings and potential risks that could materialize in the event of downgrade in the Company’s credit ratings.

The following table presents the credit ratings and outlooks of the Parent Company and Truist Bank as of September 30, 2025:

Table 22: Credit Ratings of Truist Financial Corporation and Truist Bank
Moody’sS&PFitchDBRS Morningstar
Truist Financial Corporation:
IssuerBaa1A- / A-2A / F1AAL / R-1M
Senior unsecuredBaa1A-A-AAL
SubordinatedBaa1BBB+BBB+AH
Preferred stockBaa3(hyb)BBB-BBB-AL
Truist Bank:
IssuerA3A / A-1A / F1AA / R-1H
Senior unsecuredA3AAAA
DepositsA1 / P-1NAA+ / F1AA
Subordinated(P) A3A-A-AAL
Ratings outlook:
Credit trendStableStableStableStable

74 Truist Financial Corporation

Capital

The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis. Truist’s principal goals related to the maintenance of capital are to provide adequate capital to support Truist’s risk profile consistent with the Board-approved risk appetite, provide financial flexibility to support future growth and client needs, comply with relevant laws, regulations, and supervisory guidance, achieve optimal credit ratings for Truist, for the Parent Company to remain a source of strength for the Parent Company’s subsidiaries, and provide a competitive return to shareholders. Risk-based capital ratios, which include CET1 capital, Tier 1 capital, and Total capital are calculated based on regulatory guidance related to the measurement of capital and risk-weighted assets.

Management regularly monitors the capital position of Truist on both a consolidated and bank-level basis. In this regard, management’s objective is to maintain capital at levels that are in excess of internal capital limits, which are above the regulatory “well-capitalized” minimums. Truist also regularly performs stress testing on its capital levels and is required to periodically submit the Company’s capital plans and stress testing results to the banking regulators. Management has implemented internal stress capital ratio minimums that serve as limits which are measured under internally-developed stress testing scenarios to evaluate whether capital ratios calculated under hypothetical stress, and after the effect of alternative capital actions, are likely to remain above internal stressed minimums. Breaches of internal capital limits or projected breaches of internal stress capital ratio minimums under hypothetical stress result in the activation of Truist’s capital contingency plan.

Table 23: Capital Requirements
Minimum CapitalWell-CapitalizedMinimum Capital Plus Stress Capital Buffer**(1)**
TruistTruist Bank
CET14.5%NA6.5%7.3%
Tier 1 capital6.06.0%8.08.8
Total capital8.010.010.010.8
Leverage ratio4.0NA5.0NA
Supplementary leverage ratio3.0NANANA

(1)Reflects Truist’s SCB requirement, received in the 2024 CCAR process, of 2.8% applicable from October 1, 2024 through September 30, 2025. Beginning on October 1, 2025, through September 30, 2026, Truist will be subject to a 2.5% SCB received in the 2025 CCAR process.

The Parent Company’s capital ratios are presented in the following table:

Table 24: Capital Ratios - Truist Financial Corporation
(Dollars in millions)Sep 30, 2025Dec 31, 2024
Risk-based:(preliminary)
CET111.0%11.5%
Tier 1 capital12.312.9
Total capital14.215.0
Leverage ratio10.210.5
Supplementary leverage ratio8.58.8
Risk-weighted assets$438,467$418,337

Capital Contingency Plan

In the event of a realized or potential capital shortfall, Truist has a capital contingency plan that is designed to facilitate improvement of the Company’s capital position through the execution of specific contingency actions which either increase capital, decrease risk-weighted assets, or both. The plan provides a framework designed to monitor for the occurrence of these events by establishing mechanisms to detect capital contraction, including market and economic stress that could adversely impact the Company’s capital position. The plan also establishes governance protocols for activation or deactivation and decision making, lists capital contingency options and associated key information, and addresses the responsibilities of key departments.

Capital ratios remained strong compared to the regulatory requirements for well capitalized banks. Truist’s CET1 ratio was 11.0% as of September 30, 2025, flat compared to June 30, 2025 as capital returned to shareholders and an increase in risk-weighted assets was offset by current quarter earnings.

Truist declared common dividends of $0.52 per share during the third quarter of 2025 and repurchased $500 million of common stock. For the third quarter of 2025, the dividend payout ratio was 50%, and the total payout ratio was 87%.

Truist Financial Corporation 75

Truist completed the 2025 CCAR process and received a SCB requirement of 2.5% for the period October 1, 2025 to September 30, 2026, down 30 basis points from the SCB requirement for the period October 1, 2024 to September 30, 2025.

Share Repurchase Activity

Table 25: 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 PlansApproximate Dollar Value of Shares that may yet be Purchased Under the Plans**(3)(4)**
July 1, 2025 to July 31, 202511,099$45.0511,099$2,250
August 1, 2025 to August 31, 2025———2,250
September 1, 2025 to September 30, 2025———2,250
Total11,099$45.0511,099

(1)Includes shares exchanged or surrendered in connection with the exercise of equity-based awards under equity-based compensation plans.

(2)Excludes commissions.

(3)Excludes excise taxes on share repurchases.

(4)In June 2024, Truist announced that the Board had authorized the repurchase of up to $5.0 billion of common stock beginning in the third quarter of 2024 through 2026 as part of Truist’s overall capital distribution strategy. Repurchased shares revert to the status of authorized and unissued shares upon repurchase. The share-repurchase program enables 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. Actions in connection with the share-repurchase program will be subject to various factors, including Truist's capital and liquidity positions and related internal frameworks, accounting and regulatory considerations (including any 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. The share-repurchase program does not obligate Truist to acquire a specific dollar amount or number of shares and may be extended, modified, or discontinued at any time.

Regulatory and Supervisory Update

We are subject to significant regulatory frameworks that affect 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 take.

The description below summarizes an update to the regulatory and supervisory framework applicable to Truist since the filing of the Annual Report on Form 10-K for the year ended December 31, 2024. This update does not summarize all actual, proposed, or possible changes in statutes, regulations, and other laws applicable to Truist and is not intended to be a substitute for those laws. Refer to “Regulatory and Supervisory Considerations” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional disclosures.

In December 2024, the CFPB issued a final rule to financial institutions with more than $10 billion in assets to either limit the cost of overdraft services to the amount of their costs and losses or adhere to a fee cap of $5. The rule was expected to take effect on October 1, 2025. In May 2025, the President signed a Congressional Review Act resolution to overturn this rule. As a result, the rule will not become effective and banks with more than $10 billion in assets, including Truist Bank, will not be required to change their overdraft fee structures to comply with the rule.

76 Truist Financial Corporation

Critical Accounting Policies

The accounting and reporting policies of Truist are in accordance with GAAP and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. Truist’s financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions, and judgments made to arrive at the carrying value of assets and liabilities, and amounts reported for revenues and expenses. Different assumptions in the application of these policies could result in material changes in the consolidated financial position or consolidated results of operations, and related disclosures. Material estimates that are particularly susceptible to significant change include the determination of the ACL; determination of fair value for securities, MSRs, trading assets and liabilities, and derivative assets and liabilities; goodwill and other intangible assets; income taxes; and pension and postretirement benefit obligations. Understanding Truist’s accounting policies is fundamental to understanding the consolidated financial position and consolidated results of operations. The critical accounting policies are discussed in MD&A in Truist’s Annual Report on Form 10-K for the year ended December 31, 2024. Significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in “Note 1. Basis of Presentation” in Form 10-K for the year ended December 31, 2024. Disclosures regarding the effects of new accounting pronouncements are included in “Note 1. Basis of Presentation” in this report. There have been no other changes to the critical accounting policies during 2025.

Goodwill and Other Intangible Assets

The Company’s three reporting units with goodwill balances are CSBB, WB, and Wealth. The Company performs goodwill impairment analysis annually as of October 1 or more often if events or circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit is below its carrying value.

The quantitative valuations of these reporting units use the income approach and a market-based approach, each weighted at 50%. The inputs and assumptions specific to each reporting unit are incorporated in the valuations, including projections of future cash flows, discount rates, and applicable valuation multiples based on the comparable public company information. The income approach utilizes a discounted cash flow analysis of multi-year financial forecasts developed for each reporting unit by considering several inputs and assumptions such as net interest margin, expected credit losses, noninterest income, noninterest expense, and required capital. The market-based approach utilizes comparable public company information, key valuation multiples, and considers a market control premium associated with cost synergies and other cash flow benefits that arise from obtaining control over a reporting unit, and guideline transactions, when applicable.

Truist also assesses the reasonableness of the aggregate estimated fair value of the reporting units by comparison to its market capitalization over a reasonable period of time, including consideration of expected acquirer expense synergies, historic bank control premiums, and the current market.

The projection of net interest margin and noninterest expense are the most significant inputs to the financial projections of the CSBB, WB, and Wealth reporting units. The long-term growth rate used in determining the terminal value of each reporting unit was 3% as of October 1, 2024, based on management’s assessment of the minimum expected terminal growth rate of each reporting unit. Discount rates are estimated based on the Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, beta, and unsystematic risk adjustments specific to a particular reporting unit. The discount rates are also calibrated based on risks related to the projected cash flows of each reporting unit. The discount rates utilized for the CSBB, Wealth, and WB reporting units as of October 1, 2024 were 12.5%, 12.0%, and 10.5%, respectively.

Based on the results of the Company’s annual impairment analyses, the Company concluded that the fair values of the CSBB, WB and Wealth reporting units exceeded their respective carrying values; therefore, there was no goodwill impairment. However, for the WB reporting unit, the fair value of the reporting unit exceeded its carrying value by approximately 10%, indicating that the goodwill of the WB reporting unit may remain at risk of impairment. Circumstances that could negatively impact the fair value for the WB reporting unit in the future include a sustained decrease in Truist’s stock price, a decline in industry peer multiples, an increase in the applicable discount rate, and deterioration in the reporting unit’s forecast.

The estimated fair value of a reporting unit is highly sensitive to changes in management’s estimates and assumptions; therefore, in some instances, changes in these assumptions could impact whether the fair value of a reporting unit is greater than its carrying value. The valuation of the WB reporting unit as of October 1, 2024 indicated that if the discount rate were increased more than 100 basis points, with other cash flow assumptions unchanged, the reporting unit’s fair value would be less than its carrying value, indicating a goodwill impairment under the income approach. Ultimately, future potential changes in management’s assumptions may impact the estimated fair value of a reporting unit and cause the fair value of the reporting unit to be below its carrying value. Additionally, a reporting unit’s carrying value could change based on market conditions, change in the underlying makeup of the reporting unit, or the risk profile of those reporting units, which could impact whether the fair value of a reporting unit is less than carrying value.

Truist Financial Corporation 77

The Company monitored events and circumstances during the period from January 1, 2025 to September 30, 2025, including macroeconomic and market factors, industry and banking sector events, Truist specific performance indicators, a comparison of management’s forecast and assumptions to those used in its October 1, 2024 quantitative impairment test, and the sensitivity of the October 1, 2024 quantitative results to changes in assumptions as of September 30, 2025. Based on these considerations, Truist concluded that it was not more-likely-than-not that the fair value of one or more of its reporting units is below its respective carrying amount as of September 30, 2025.

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