grepcent / static financial knowledge base

Informational only - not investment advice.

TRUIST FINANCIAL CORP (TFC)

CIK: 0000092230. SIC: 6021 National Commercial Banks. Latest 10-K as of: 2026-02-24.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6021 National Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=92230. Latest filing source: 0000092230-26-000030.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue24,542,000,000USD20252026-02-24
Net income5,307,000,000USD20252026-02-24
Assets547,538,000,000USD20252026-02-24

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000092230.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue7,066,000,0007,374,000,0008,120,000,0009,409,000,00015,548,000,00013,774,000,00016,634,000,00024,452,000,00025,066,000,00024,542,000,000
Net income2,442,000,0002,415,000,0003,257,000,0003,237,000,0004,492,000,0006,437,000,0006,267,000,000-1,047,000,0004,840,000,0005,307,000,000
Diluted EPS2.772.743.913.713.084.474.43-1.093.363.82
Assets219,276,000,000221,642,000,000225,697,000,000473,078,000,000509,228,000,000541,241,000,000555,255,000,000535,349,000,000531,176,000,000547,538,000,000
Liabilities189,350,000,000191,947,000,000195,519,000,000406,520,000,000438,316,000,000471,970,000,000494,718,000,000476,096,000,000467,497,000,000482,349,000,000
Stockholders' equity63,679,000,00065,189,000,000
Net margin34.56%32.75%40.11%34.40%28.89%46.73%37.68%-4.28%19.31%21.62%

Financial Charts

Macro Cross-References

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-24. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

MRO

Model Risk Oversight

MSR

Mortgage servicing rights

MSRB

Municipal Securities Rulemaking Board

NA

Not applicable

NCCOB

North Carolina Office of the Commissioner of Banks

NFA

National Futures Association

NII

Net interest income

NIM - TE

Net interest margin, computed on a TE basis

NM

Not meaningful

NPA

Nonperforming asset

NPL

Nonperforming loan

NSFR

Net stable funding ratio

NYSE

New York Stock Exchange

OAS

Option adjusted spread

OCC

Office of the Comptroller of the Currency

OCI

Other comprehensive income (loss)

OFAC

U.S. Department of the Treasury’s Office of Foreign Assets Control

OPEB

Other post-employment benefit

OREO

Other real estate owned

OT&C

Other, Treasury, and Corporate

OTC

Over-the-counter

Parent Company

Truist Financial Corporation, the parent company of Truist Bank and other subsidiaries

Patriot Act

Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001

PCD

Purchased credit deteriorated loans

PSU

Performance share units

REIT

Real estate investment trust

RMO

Risk Management Organization

ROTCE

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

ROU assets

Right-of-use assets

RSA

Restricted stock award

RSU

Restricted stock unit

RUFC

Reserve for unfunded lending commitments

S&P

Standard & Poor’s

SBA

Small Business Administration

SBIC

Small Business Investment Company

SCB

Stress Capital Buffer

SEC

Securities and Exchange Commission

SOFR

Secured Overnight Financing Rate

TBVPS

Tangible book value per common share, a non-GAAP measure

TE

Taxable-equivalent

TIH

Truist Insurance Holdings, LLC, an entity sold on May 6, 2024

TMRO

Treasury & Market Risk Oversight

TRS

Total Return Swap

Truist

Truist Financial Corporation and its subsidiaries (interchangeable with the “Company” above)

Truist Bank

Truist Bank, a North Carolina-chartered bank

U.S.

United States of America

U.S. DOJ

United States Department of Justice

U.S. Treasury

United States Department of the Treasury

UPB

Unpaid principal balance

UTB

Unrecognized tax benefit

VaR

Value-at-risk

VIE

Variable interest entity

WB

Wholesale Banking, an operating segment

2 Truist Financial Corporation

Forward-Looking Statements and Other Terms

From time to time we have made, and in the future will make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “pursue,” “seek,” “continue,” “estimate,” “project,” “outlook,” “forecast,” “potential,” “target,” “objective,” “trend,” “plan,” “goal,” “initiative,” “priorities,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey our current expectations, intentions, or forecasts about future events, circumstances, or results. In particular, forward‑looking statements include statements about (i) Truist’s purpose, mission, and values serving as a competitive advantage that strengthens its ability to provide financial products and services to clients in its markets; (ii) steps taken that will position Truist for sustainable growth; (iii) our strategic objectives included in the “Strategy” section in “Item I. Business” and in the “Key Areas of Focus” section in MD&A; (iv) Truist aiming to lend to a diverse client base that is geographically dispersed; (v) our interest‑rate risk positioning and modeled interest‑sensitivity results; (vi) payments related to certain indemnification obligations or guarantees not materially changing the financial position or results of operations of Truist; and (vii) no events or changes occurring since December 31, 2025 that would change the designation of Truist or Truist Bank as well-capitalized for regulatory purposes.

This report, including any information incorporated by reference in this report, contains forward-looking statements. For example, forward-looking statements also include statements about the anticipated effects of our January 1, 2026 enhancement to nonaccrual criteria for certain indirect auto loans. We also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, we may make forward-looking statements orally or in writing to investors, analysts, members of the media, and others. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, and results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, and uncertainties could be complete, some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements include:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•our ability to identify, assess, monitor, and mitigate physical-security and cybersecurity risks, including denial-of-service attacks, hacking, phishing, social-engineering attacks, malware intrusion, data-corruption attempts, system breaches, identity theft, ransomware attacks, environmental conditions, and intentional acts of destruction;

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

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

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

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

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

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

•our ability to address scrutiny and expectations from supervisory or other governmental authorities and to timely and credibly remediate related concerns or deficiencies;

•judicial, regulatory, and administrative inquiries, examinations, investigations, proceedings, disputes, or rulings that create uncertainty for or are adverse to us or the financial services industry;

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

•our ability to execute strategic and operational plans, including with respect to accelerating growth, improving profitability, investing in talent, technology, and risk infrastructure, maintaining expense, credit, and risk discipline, and returning capital to shareholders;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Truist Financial Corporation 3

ITEM 1. BUSINESS

Truist Financial Corporation is a purpose-driven financial services company committed to inspiring and building better lives and communities. Headquartered in Charlotte, North Carolina, Truist has leading market share in many of the high-growth markets in the U.S. and offers a wide range of products and services through its WB and CSBB operating segments, including consumer and small business banking, commercial and corporate banking, investment banking and capital markets, wealth management, payments, and specialized lending businesses. Refer to the “Segment Results” section in MD&A and “Note 21. Operating Segments” for additional information on the Company’s reportable segments.

Truist Bank, the largest subsidiary of Truist Financial Corporation, was chartered in 1872 and is the oldest bank headquartered in North Carolina. Truist Bank is one of the 10 largest commercial banks in the U.S. and provides banking and trust services for clients through its digital platform and 1,927 branches as of December 31, 2025.

Product and Services

Truist offers a wide range of banking services to individuals, businesses, and municipalities. We offer a variety of loans and lease financing to consumer and wholesale clients primarily within our geographic footprint, including commercial and industrial, commercial real estate, commercial construction, residential mortgage, home equity, indirect auto, other consumer, and credit card lending. We also provide a wide range of non-lending services to consumer and wholesale clients, including deposits, merchant services, treasury management services, trust and retirement services, comprehensive wealth advisory services, investment brokerage services, asset management, and capital markets services. For additional information about lending and non-lending products and services offered by Truist, see the “Lending Activities” section in MD&A and “Note 21. Operating Segments,” respectively.

Market Area

The following table details Truist Bank’s deposit market share and branch locations by state:

Table 1: Deposit Market Share and Branch Locations by State

% of Truist’s Deposits(2)

Deposit Market Share Rank(2)

Number of Branches(3)

Florida

22 

%

4th

441

Georgia

21 

1st

202

Virginia

14 

3rd

259

North Carolina(1)

13 

2nd

276

Maryland

7 

3rd

138

Tennessee

5 

5th

98

Pennsylvania

4 

12th

136

South Carolina

4 

3rd

95

Texas

3 

18th

96

West Virginia

2 

2nd

42

Kentucky

2 

6th

53

Washington, D.C.

1 

5th

18

Alabama

1 

6th

49

New Jersey

1 

24th

20

Other states

—

NA

4

(1)Deposit market share rank excludes home office deposits.

(2)Source: www.FDIC.gov data as of June 30, 2025.

(3)As of December 31, 2025.

4 Truist Financial Corporation

Competition

The financial services industry is intensely competitive and constantly evolving. Management believes that Truist’s purpose, mission, and values, including a caring client-first approach, are a competitive advantage that strengthens the Company’s ability to provide financial products and services to businesses and individuals in its markets. Legislative, regulatory, economic, and technological changes, as well as continued consolidation within the industry, have resulted in increased competition from new and existing market participants, which is expected to continue in the future. Truist competes actively with national, regional, and local financial services providers, including banks, thrifts, credit unions, investment advisers, asset managers, securities brokers and dealers, private-equity funds, hedge funds, mortgage-banking companies, finance companies, limited-purpose banks, and financial technology companies. Nonbanking entities, including financial technology companies, have increased competition in recent years by providing financial products and services directly to customers and indirectly through partnerships. Competition is arising as well from limited-purpose banks and nonbanks involved in digital assets, stablecoins, cryptocurrencies, tokenization, and similar products, services, and technologies that enable financial services and transactions without or with less intermediation by commercial banks. The Company continues to make significant investments to develop its digital platform, including enhancements to its mobile and online applications, in an effort to compete effectively.

Many of our competitors have substantial positions nationally or in the markets in which we operate. Some also have greater scale, financial and operational resources, investment capacity, product and service offerings, and brand recognition. Our competitors may be subject to different and, in some cases, less stringent legislative, regulatory, and supervisory regimes than Truist. Certain competitors differ from us in their strategic and tactical priorities and, for example, may be willing to suffer meaningful financial losses in the pursuit of disruptive innovation and client growth or to accept more aggressive business, compliance, and other risks in the pursuit of higher returns and market valuations. Competition affects every aspect of our business, including product and service offerings, rates, pricing and fees, credit limits, and client service. Successfully competing in our markets also depends on our ability to innovate, to invest in technology and infrastructure, to execute transactions reliably and efficiently, to maintain and enhance our reputation, and to attract, retain, and motivate talented teammates, all while effectively managing risks and expenses. We expect that competition will only intensify in the future.

Purpose, Mission, and Values

Our purpose is to inspire and build better lives and communities.

Our mission is to:

•Provide clients with distinctive, secure, and successful experiences through touch and technology;

•Create an inclusive and energizing environment that empowers teammates to learn, grow, and have meaningful careers; and

•Optimize long-term value for stakeholders through safe, sound, and ethical practices.

Our values are:

•Trustworthy – we serve with integrity

•Caring – everyone and every moment matters

•One Team – together we can accomplish anything

•Success – when our clients win, we all win

•Happiness – positive energy changes lives

Truist Financial Corporation 5

Strategy

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

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

◦In WB, capture more of the commercial middle market with an industry banking strategy, continue momentum in Investment Banking and Capital Markets, generate additional fee income from existing clients in Wealth, and deepen and grow existing client relationships in Wholesale Payments.

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

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

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

•Maintain our credit and risk discipline.

•Return capital to shareholders through our common stock dividend and share repurchases.

Looking ahead, our strategic priorities remain unchanged. By successfully executing on them, we seek to accelerate revenue growth, drive greater positive operating leverage, and return more capital to shareholders, all while maintaining our risk discipline. These outcomes are central to driving improved profitability.

Challenges and unforeseen events could have an adverse impact on Truist’s financial condition, results of operations, and strategy. Refer to the sections titled “Forward-Looking Statements and Other Terms” and “Item 1A. Risk Factors” for examples of such challenges and events.

Regulatory and Supervisory Considerations

We are subject to an extensive regulatory framework that affects the products and services that we may offer and the manner in which we may offer them, the risks that we may take, the ways in which we may operate, and the corporate and financial actions that we may take, including our ability to make distributions to shareholders. Bank regulation and supervision are intended primarily for the protection of depositors and other customers, the DIF, and the role and stability of the U.S. financial system, rather than for the protection of shareholders and non-deposit creditors.

We are supervised by federal and state governmental agencies that conduct comprehensive examinations of our activities. These agencies have broad authority to enforce many of the statutes, regulations, and other laws that apply to us. If one or more of our supervisors determine that we have failed to comply with applicable law, comport with safe and sound practices, or meet supervisory expectations, they may take formal or informal enforcement actions against us or assign supervisory ratings to us that could restrict or otherwise impact our businesses or operations. In addition, we are subject to the rules and oversight of the self-regulatory organizations to which we belong.

This section describes elements of the regulatory framework that applies to us. These descriptions, however, are qualified in their entirety by the full text and judicial or administrative interpretations of applicable laws and may not cover possible or proposed changes to applicable laws. Portions of these laws may be subject to ongoing or future litigation or administrative actions that may affect their scope or interpretation and their applicability to or impact on Truist.

General

Truist Financial Corporation, a BHC that has elected to be an FHC, is subject to the BHCA and consolidated regulation and supervision by the FRB.

Truist Bank, a North Carolina state-chartered commercial bank that is not a member of the Federal Reserve System, is subject to regulation and supervision by the NCCOB and the FDIC. Truist Bank and its affiliates are also subject to regulation and supervision by the CFPB in relation to certain federal consumer financial protection laws.

Truist and certain of its subsidiaries are subject to federal and state laws governing derivatives transactions, securities underwriting, market making, brokerage, and investment advisory activities and are regulated and supervised by the SEC, the CFTC, FINRA, the MSRB, and the NFA.

Supervisory examination topics include earnings, liquidity, sensitivity to market risk, regulatory capital, asset quality, risk management, compliance, internal controls, information technology, and management and board effectiveness. Following examinations, Truist and Truist Bank are assigned supervisory ratings. These ratings together with examination reports and findings, which are considered confidential supervisory information, can have a significant impact on our business, operations, growth, and profitability.

6 Truist Financial Corporation

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

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

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

FHC Regulation

Truist has elected to be treated as an FHC. As long as an FHC maintains its standing as an FHC, it may engage in a broader range of activities than would otherwise be permissible for a BHC, such as securities underwriting, merchant banking, and other activities that are financial in nature or incidental or complementary thereto. If certain conditions are met, FHCs may acquire shares of nonbank companies, with any acquisition of a nonbank company or voting shares of a nonbank company with total consolidated assets of $10 billion or more subject to the prior approval of the FRB. To maintain its standing as an FHC, an FHC and its IDI subsidiaries must be well-capitalized and well managed as defined by applicable law, and any IDI subsidiary must have at least a satisfactory CRA rating. If the FRB determines that an FHC is not well-capitalized or well managed, the FRB may impose corrective capital and managerial requirements on the FHC, which could affect resources and limit amounts otherwise available to creditors and shareholders. In such a situation, the FRB may also place limitations on the ability of an FHC to conduct certain business activities that FHCs are generally permitted to conduct as well as the FHC’s ability to make certain acquisitions. If the failure to meet these standards persists, an FHC may be required to divest its IDI subsidiaries or cease all activities other than those activities that may be conducted by BHCs that are not FHCs. Furthermore, if an IDI subsidiary of an FHC has not maintained a satisfactory CRA rating, the FHC would not be able to commence any new financial activities or acquire a company that engages in such activities, although the FHC would still be allowed to engage in activities that may be conducted by BHCs that are not FHCs.

Federal law requires an FHC to act as a source of financial and managerial strength for its subsidiary IDIs. In times of severe financial stress, the obligation to serve as a source of strength could cause Truist to commit significant resources to supporting Truist Bank that otherwise would be available to Truist’s creditors and shareholders.

Resolution Planning

As a Category III banking organization, Truist is required to submit a plan to the FRB and the FDIC periodically for Truist’s orderly resolution in the event of severe financial stress (a “165(d) Resolution Plan”). If the agencies were to determine that Truist’s 165(d) Resolution Plan is not credible, they would provide a joint notice identifying one or more deficiencies that could undermine the feasibility of the plan. If Truist were to receive such a notice and fail to timely submit a revised 165(d) Resolution Plan or adequately address the identified deficiencies, the agencies may subject Truist to formal or informal enforcement actions, including more stringent capital, leverage, or liquidity requirements or restrictions on growth, activities, or operations. Truist submitted its most recent 165(d) Resolution Plan on September 30, 2025. The next targeted plan is due July 1, 2028.

In addition, as an IDI with over $50 billion in assets, Truist Bank is required to periodically submit to the FDIC a separate bank-level resolution plan (an “IDI Resolution Plan”). In 2024, the FDIC adopted a final rule that significantly modified the required frequency and informational content of IDI Resolution Plans. As a result of the rule, Truist Bank must submit a full IDI Resolution Plan to the FDIC every three years and an interim supplement in other years. The final rule introduced a new credibility standard for evaluating the adequacy of IDI Resolution Plan submissions, set expectations for capabilities testing, and contemplated increased engagement between IDIs and examiners. The application of the new credibility standard may require the exercise of a meaningful degree of judgment by the FDIC. If Truist Bank’s IDI Resolution Plan were not to satisfy the credibility standard or any other provision of the rule, the FDIC may require Truist Bank to revise portions of it. If Truist Bank were to fail to timely submit a revised IDI Resolution Plan or adequately address the identified deficiencies, the FDIC may subject Truist Bank to formal or informal enforcement actions. Truist Bank’s first interim supplement was submitted on July 1, 2025, and its full IDI Resolution Plan submission is due July 1, 2026.

Enhanced Prudential Standards and Regulatory Tailoring Rules

U.S. BHCs, including Truist, are subject to a range of prudential standards and requirements based on their size and complexity. Under tailoring rules adopted by the U.S. banking agencies, Truist is subject to the standards and requirements applicable to Category III banking organizations, which generally include BHCs with greater than $250 billion, but less than $700 billion, in total consolidated assets and less than $75 billion in certain risk-related exposures.

Truist Financial Corporation 7

Truist is therefore subject to more stringent liquidity and capital requirements, leverage limits, internal and supervisory stress testing requirements, single-counterparty credit limits, resolution planning requirements, and enhanced risk management standards compared to smaller institutions, while certain larger banking organizations are subject to even more stringent prudential standards and requirements than Truist.

Capital Requirements

Truist and Truist Bank are subject to risk-based and leverage regulatory capital requirements, which are established by the FRB for Truist and by the FDIC for Truist Bank. Failure of an FHC or an IDI to be well-capitalized as defined by applicable law or to meet minimum capital requirements can result in enforcement and other supervisory actions and have a significantly adverse impact on the institution’s business and operations.

The U.S. risk-based regulatory capital rules are based on the Basel Framework developed by the BCBS for strengthening the regulation, supervision, and risk management of banks as well as certain provisions of the Dodd-Frank Act. These rules prescribe minimum capital levels and allow the FRB and the FDIC to impose incremental capital requirements on a banking organization based on its size, complexity, or risk profile to enhance its ability to operate in a safe and sound manner. Under the standardized approach of the regulatory capital rules that Truist and Truist Bank are required to use, risk weights are applied to their assets, exposures, and certain off-balance sheet items to determine their risk-weighted assets. These risk-weighted assets are the denominator in the following minimum capital ratios for Truist and Truist Bank:

•CET1 Risk-Based Capital Ratio, equal to the ratio of CET1 capital to risk-weighted assets. CET1 capital primarily includes common shareholders’ equity and retained earnings, subject to certain regulatory adjustments and deductions, including with respect to goodwill, intangible assets, certain deferred tax assets, and AOCI. Truist must maintain a minimum CET1 capital ratio of 4.5% plus any additional CET1 mandated as a result of the SCB requirement.

•Tier 1 Risk-Based Capital Ratio, equal to the ratio of Tier 1 capital to risk-weighted assets. Tier 1 capital is primarily composed of CET1 capital, perpetual preferred stock, and certain qualifying capital instruments. Truist must maintain a minimum Tier 1 capital ratio of 6.0%.

•Total Risk-Based Capital Ratio, equal to the ratio of total capital, including CET1 capital, Tier 1 capital, and Tier 2 capital, to risk-weighted assets. Tier 2 capital primarily includes qualifying subordinated debt and qualifying ALLL. Tier 2 capital also includes certain trust preferred securities. Truist must maintain a minimum total capital ratio of 8.0%.

Under the FRB’s capital framework for BHCs, Truist is subject to the SCB, an incremental risk-based capital requirement determined from supervisory stress test results. The SCB is equal to the greater of (i) the difference between Truist’s starting and minimum projected CET1 capital ratios under the severely adverse scenario in the supervisory stress test, plus the sum of the dollar amount of its planned common stock dividends for each of the fourth through seventh quarters of the planning horizon as a percentage of risk-weighted assets, or (ii) 2.5% of risk-weighted assets. Truist is required to describe its planned capital actions in its CCAR capital plan but is not required to seek prior approval for capital distributions in excess of those included in its CCAR capital plan. Instead, Truist is subject to automatic restrictions on capital distributions if its capital ratios fall below applicable minimum requirements, inclusive of the SCB. Refer to the section titled “Capital Planning and Stress Testing Requirements” for more information on the CCAR capital plan.

The FRB has assigned Truist an SCB of 2.5%, which was effective from October 1, 2025 to September 30, 2026, when a revised SCB ordinarily would be provided to Truist. On February 4, 2026, the FRB notified Truist of a determination to extend until October 1, 2027, the deadlines for providing Truist with notice of its preliminary and final SCB requirements calculated in 2026. The FRB explained that its proposal from October 2025, seeking public comment on the models that the FRB planned to use for the 2026 supervisory stress test was still outstanding and was not expected to be finalized before conducting the 2026 supervisory stress test. As a result, absent further action from the FRB, Truist will continue to be subject to its current SCB requirement of 2.5% until 2027, when a new SCB based on updated models can be calculated. If Truist takes part in the supervisory stress test in 2027 as expected, Truist would receive a new final SCB requirement based on the results of a supervisory stress test conducted in 2027. If Truist continues to be subject to the capital plan rule but does not take part in the supervisory stress test in 2027, a final SCB requirement would be assigned that has been adjusted to account for Truist’s updated planned common stock dividends. The FRB reserved the authority to modify these deadlines based on a change in actual or expected economic conditions, a change in the financial condition of Truist or its risk profile, or other factors that could affect the safety and soundness of Truist.

8 Truist Financial Corporation

At the FRB’s discretion, certain large banking organizations, including Truist, may be subject to a CCyB of up to 2.5% of risk-weighted assets. This buffer is currently set at zero. An FRB policy statement establishes the framework and factors the FRB would use in setting and adjusting the CCyB. Covered banking organizations would generally have 12 months after the announcement of any increase in the CCyB to meet the increased buffer requirement, unless the FRB establishes an earlier effective date. Based on Truist’s current SCB, if the maximum CCyB amount is implemented, Truist would be required to maintain a CET1 capital ratio of at least 9.5%, a Tier 1 capital ratio of at least 11.0%, and a total capital ratio of at least 13.0% to avoid limitations on capital distributions and certain discretionary incentive compensation payments.

Certain large banking organizations with significant trading assets and liabilities, including Truist, are subject to the Market Risk Rule and must adjust their risk-based capital ratios to reflect the market risk of their trading activities. Refer to the “Market Risk” section in MD&A for additional disclosures related to market risk management.

Truist and Truist Bank are subject to a Tier 1 leverage ratio, equal to the ratio of Tier 1 capital to quarterly average assets, net of goodwill, certain other intangible assets, and certain other deductions. Category III banking organizations are also subject to a minimum 3.0% supplementary leverage ratio. The supplementary leverage ratio is calculated by dividing Tier 1 capital by total leverage exposure, which takes into account on-balance sheet assets as well as certain off-balance sheet items, including loan commitments and potential future exposure of derivative contracts.

For purposes of certain FRB rules, including determining whether a BHC meets the requirements to be an FHC, the BHC must maintain a Tier 1 Risk-Based Capital Ratio of 6.0% or greater and a Total Risk-Based Capital Ratio of 10.0% or greater to be “well-capitalized.” The FRB may require a BHC to maintain capital ratios in excess of mandated minimum levels, depending upon general economic conditions and the BHC’s particular condition, risk profile, and growth plans.

In July 2023, the U.S. banking agencies issued a proposal to revise the risk-based capital standards applicable to Truist and Truist Bank. The U.S. banking agencies have indicated their intent to re-propose the revised risk-based capital standards. The potential impacts on Truist and Truist Bank of a final rule remain uncertain.

Refer to the “Capital” section in MD&A for additional information on minimum regulatory capital ratios and well-capitalized minimum ratios applicable to Category III banking organizations.

Capital Planning and Stress Testing Requirements

Under the FRB’s CCAR process and related capital plan rule, Truist must submit an annual capital plan to the FRB that reflects its projected financial performance under hypothetical macro-economic scenarios, including stress scenarios designed by Truist and a supervisory severely adverse scenario provided by the FRB.

The FRB’s CCAR framework and the Dodd-Frank Act stress testing framework require BHCs subject to Category III standards, such as Truist, to conduct company-run stress tests and submit to supervisory stress tests conducted by the FRB. Company-run stress tests employ stress scenarios provided by the FRB and incorporate Dodd-Frank Act capital actions intended to normalize capital distribution assumptions across large U.S. BHCs. Truist is required to conduct additional stress tests using internally-developed scenarios tailored to its unique risk profile. The FRB conducts CCAR and Dodd-Frank Act supervisory stress tests employing internal supervisory models and supervisory stress scenarios. As a Category III banking organization, Truist is subject to annual supervisory stress testing and biennial company-run stress testing requirements.

Truist is required to submit its next capital plan and the results of its internal stress tests to the FRB by April 5, 2026. The FRB is expected to announce the results of its supervisory stress tests by June 30, 2026.

In April 2025, the FRB issued a proposed rule that would result in the SCB being calculated based on an average of a banking organization’s stress test results over two consecutive years, which is intended to reduce volatility in banking organizations’ capital requirements.

In October 2025, the FRB issued proposals to enhance the transparency and public accountability of its annual supervisory stress test. The proposals request comment on several elements of the stress test, including the models and scenarios used; an enhanced disclosure process for the scenarios and material model changes in future stress test cycles; modifications to reporting forms; and an adjusted timeline for the annual process to accommodate a comment period for scenarios and material model changes.

Truist Financial Corporation 9

Liquidity Requirements

Certain BHCs and their bank subsidiaries, including Truist and Truist Bank, are subject to a minimum LCR and NSFR. The LCR rule requires that banking organizations maintain an amount of eligible HQLA that is sufficient within the parameters of the rule to meet estimated total net cash outflows over a prospective 30 calendar-day period of stress. The NSFR rule defines a minimum amount of stable, long-term funding that banking organizations must maintain in relation to their asset composition and off-balance sheet activities. The NSFR, calculated as the ratio of available stable funding to required stable funding, must exceed 1.0x for banking organizations required to meet the full requirement. Available stable funding represents a weighted measure of a company’s funding sources over a one-year time horizon, calculated by applying standardized weightings to the company’s equity and liabilities based on their expected stability. Required Stable Funding is calculated by applying standardized weighting to assets, derivatives exposures, and certain other items based on their liquidity characteristics. As a Category III banking organization, Truist and Truist Bank are subject to LCR and NSFR requirements equal to 85% of the full requirement.

Truist is also subject to FRB rules that require certain large BHCs to conduct internal liquidity stress tests over a range of time horizons, maintain a buffer of highly liquid assets sufficient to meet projected net outflows under the BHC’s 30-day liquidity stress test, and maintain a contingency funding plan.

Long-Term Debt and Clean Holding Company Requirements

U.S. banking agencies issued a proposed rule that would require banking organizations with $100 billion or more in total assets to comply with long-term debt requirements and clean holding company requirements that currently apply only to GSIBs. This proposal would also impose a long-term debt requirement on certain categories of IDIs, including IDIs with $100 billion or more in total assets, such as Truist Bank. The clean holding company requirements would limit or prohibit banking organizations such as Truist from entering into certain transactions that could impede its orderly resolution, including transactions that could spread losses to subsidiaries and third parties or could limit the amount of Truist’s liabilities that are not eligible long-term debt. The timing and form of any final rule implementing the long-term debt requirements and clean holding company requirements remains uncertain.

Payment of Dividends

The Parent Company is a legal entity separate and distinct from its subsidiaries. The Parent Company depends in part upon dividends received from its direct and indirect subsidiaries, including Truist Bank, to fund its activities, including capital distributions such as dividends and share repurchases. Federal law limits Truist Bank’s ability to declare and pay dividends to the Parent Company, including under regulatory capital requirements, safety-and-soundness requirements, and requirements relating to the payment of dividends out of net profits, surplus, and available earnings. Certain contractual restrictions also may limit the ability of Truist Bank to pay dividends to the Parent Company. No assurances can be given that Truist Bank will, in any circumstances, pay dividends to the Parent Company.

The Parent Company’s ability to declare and pay dividends is similarly limited by federal banking law and FRB policies. The FRB has authority to prohibit a BHC from making capital distributions if determined to be an unsafe or unsound practice. The FRB has indicated generally that paying dividends may be an unsafe and unsound practice unless net income is sufficient to fund the dividends and the expected rate of earnings retention is consistent with the BHC’s capital needs, asset quality, and overall financial condition. In addition, a BHC’s ability to make capital distributions, including dividends and share repurchases, is subject to the FRB’s automatic restrictions on capital distributions if the BHC fails to maintain certain regulatory capital ratios. Truist’s risk-based capital and leverage ratio requirements are discussed above in the “Capital Requirements” section.

North Carolina law provides that, as long as a bank does not make distributions that reduce its capital below its applicable required capital, the board of directors of a bank chartered under the laws of North Carolina may declare such distributions as the directors deem proper.

Prompt Corrective Action

U.S. banking agencies are required to take “prompt corrective action” against IDIs that do not meet minimum capital requirements. There are five statutory categories that characterize an IDI’s capital position for this purpose: “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” To be considered “well-capitalized,” an IDI must maintain minimum capital ratios and must not be subject to any order or written directive to meet and maintain a specific capital level for any capital measure.

10 Truist Financial Corporation

An IDI that fails to remain well-capitalized becomes subject to a series of restrictions that increase in severity as its capital condition weakens. These restrictions may include a prohibition on capital distributions, restrictions on asset growth, or the withholding of regulatory approval for applications. Additionally, the FRB is authorized to act against BHCs with undercapitalized IDI subsidiaries. In certain instances, a BHC acting as a source of strength would be required to guarantee the performance of the undercapitalized subsidiary’s capital restoration plan and could be liable for civil money damages for failing to fulfill those guarantees.

If an IDI fails to meet applicable capital requirements, its supervisors may take a variety of formal and informal enforcement actions, including directing the IDI to raise additional capital, substantially restricting the IDI’s operations and activities, terminating the IDI’s deposit insurance, and in severe cases appointing a conservator or receiver for the IDI.

Transactions with Affiliates

Transactions between Truist Bank and its nonbank affiliates, including the Parent Company, are subject to a number of legal restrictions. Under the Federal Reserve Act and FRB regulations, Truist Bank and its subsidiaries are subject to quantitative and qualitative limits on extensions of credit, purchases of assets, and certain other transactions with nonbank affiliates, including requirements that transactions be at arm’s length and consistent with safety and soundness.

Acquisitions

Truist requires prior regulatory approval to engage in certain acquisitions. For example, under the BHCA, a BHC may not directly or indirectly acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any BHC or bank or merge or consolidate with another BHC without the prior approval of the FRB. The BHCA and other federal laws enumerate the factors the FRB must consider when reviewing the merger of BHCs, the acquisition of banks, or the acquisition of voting securities of a bank or BHC. These factors include the competitive effects of the transaction in the relevant geographic markets; the financial and managerial resources and future prospects of the companies and banks involved in the transaction; the effect of the transaction on the financial stability of the U.S.; the organizations’ compliance with anti-money laundering statutes and regulations; the convenience and needs of the communities to be served; and the records of performance under the CRA of the IDIs involved in the transaction.

Federal law authorizes interstate acquisitions of banks and BHCs without geographic limitation, and a bank headquartered in one state is authorized to merge with a bank headquartered in another state, subject to market share limitations, regulatory approvals, and any state requirement that the target bank must have been in existence and operating for a minimum period of time. The FRB’s market share limitations impose conditions that the acquiring BHC, after and as a result of the acquisition, control no more than 10% of the total amount of deposits of IDIs in the U.S. and no more than 30%, subject to variation by state law, of such deposits in applicable states. FRB rules also prohibit an FHC from combining with another company if the resulting company’s liabilities would exceed 10% of the aggregate consolidated liabilities of all U.S. financial companies.

After a bank has established branches in a state through an interstate merger transaction, the bank may establish and acquire additional branches at any location in the state where a bank headquartered in that state could have established or acquired branches under applicable federal or state law.

The U.S. DOJ has withdrawn its 1995 Bank Merger Guidelines, which focused primarily on concentrations of deposits and branches, and clarified that it will assess competition considerations in connection with bank and BHC mergers using its 2023 Merger Guidelines and 2024 Banking Addendum. The 2023 Merger Guidelines are a general merger review framework used to evaluate transactions in all segments of the economy, and the 2024 Banking Addendum allows for consideration of theories of harm and relevant markets not considered in the 1995 Bank Merger Guidelines. It is still not entirely clear how the U.S. DOJ will apply this new merger review framework to bank and BHC mergers.

Other Safety and Soundness Regulations

The FRB has authority to prohibit BHCs and their subsidiaries from conducting activities that constitute unsafe or unsound practices or violations of statute, rule, regulation, administrative order, or written agreement with a U.S. banking agency. These powers may be exercised through the issuance of confidential supervisory actions, cease and desist orders, civil money penalties, or other actions.

In October 2025, the FDIC and the OCC issued a proposed rule that would define the term “unsafe or unsound practice” for purposes of their enforcement powers under the Federal Deposit Insurance Act. The proposed definition would focus on whether the practice is likely to materially harm, or already has materially harmed, the financial condition of an institution.

Truist Financial Corporation 11

Federal law and regulatory policy impose a number of obligations and restrictions on BHCs and their IDI subsidiaries that are designed to reduce potential loss exposure to depositors and the DIF in the event that the BHC or the IDI becomes or is in danger of becoming insolvent. In particular, a BHC must serve as a source of financial and managerial strength to its subsidiary IDI and commit financial resources to support that IDI during periods of severe stress.

U.S. banking agencies have other broad powers over IDIs as well, including the power to impose confidential supervisory actions and civil penalties and to appoint a receiver or conservator over an IDI for the benefit of depositors and other creditors. The NCCOB also has the authority to take possession of a North Carolina state bank in certain circumstances, including when it appears that the bank has violated its charter or applicable law, is conducting its business in an unauthorized or unsafe manner, is in an unsafe or unsound condition to transact its business, or has an impairment of its capital stock.

DIF Assessments

Truist Bank’s deposits are insured by the FDIC up to the maximum insurable amount, which is currently $250,000 per depositor per account ownership type. The FDIC imposes a risk-based deposit premium assessment system that determines assessment rates for each IDI using an assessment rate calculator, which incorporates measurements of the risk each IDI poses to the DIF. The assessment rate is applied to total average assets less tangible equity, as defined by the Dodd-Frank Act. The assessment rate schedule can change from time to time at the discretion of the FDIC, subject to certain limits. Under the current system, premiums are assessed quarterly.

The FDIC implemented a special assessment to recoup losses to the DIF associated with the large bank failures in 2023. The special assessment is based on an IDI’s estimated uninsured deposits. Truist Bank’s special assessment may be adjusted for changes in the estimated relevant losses to the DIF reported by the FDIC. The special assessment will be paid by IDIs in eight quarterly installments, which began in the second quarter of 2024.

In December 2025, the FDIC issued an interim final rule reducing the special assessment rate for the eighth collection quarter, with an invoice payment date of March 30, 2026, and outlining a process for (i) an offset to regular quarterly deposit insurance assessments for IDIs subject to the special assessment if the special assessment amount collected ultimately exceeds losses to the DIF or (ii) a one-time final shortfall special assessment if losses to the DIF exceed the special assessment amount collected.

Consumer Protection Laws

In connection with its lending, leasing and deposit-taking activities, Truist Bank is subject to federal and state laws designed to protect consumers and borrowers and to promote financial services for various sectors of the economy and population. The CFPB examines Truist and Truist Bank for compliance with a broad range of federal consumer financial statutes and regulations, including those that relate to credit card, mortgage, automobile, student, and other consumer loans as well as deposit products and other consumer financial products and services. Laws that the CFPB is charged with enforcing include the Truth in Lending Act, Truth in Savings Act, Home Mortgage Disclosure Act, Fair Credit Reporting Act, Electronic Funds Transfer Act, Real Estate Settlement Procedures Act, Fair Debt Collection Practices Act, and Equal Credit Opportunity Act. The CFPB may take enforcement actions to prevent and remedy acts and practices relating to consumer financial products and services that it deems to be unfair, deceptive, or abusive. The CFPB also may impose new disclosure requirements for consumer financial products and services. CFPB regulations and supervisory actions may impact Truist or Truist Bank, including by reducing the fees that Truist and Truist Bank receive, altering the way products and services are provided, or increasing the risk of private litigation or regulatory enforcement action.

In October 2024, the CFPB finalized a rule under the Dodd-Frank Act that requires certain entities, including Truist and Truist Bank, to make available to a consumer, upon request, information in the entity’s control or possession concerning the consumer financial product or service that the consumer obtained from that entity. The rule also requires data providers holding a consumer account, such as Truist Bank, to establish a developer interface satisfying certain data security specifications and other standards, through which the data provider can receive requests for and provide specific types of data covered by the rule in electronic, usable form to authorized third parties such as data aggregators. Data providers are prohibited from charging consumers or third parties fees for processing these consumer data requests. The rule further places certain data security, authorization, and other obligations on third parties accessing covered data from data providers, which could include Truist and Truist Bank when acting in certain capacities. In addition, the rule requires these third parties to limit their collection, use, and retention of the data received from the applicable data provider to only what is reasonably necessary to provide the applicable consumer’s requested product or service, including uses that are reasonably necessary to improve the product or service. After release of the final rule, banking industry participants sued to enjoin and invalidate the rule in the United States District Court for the Eastern District of Kentucky. The CFPB has indicated that it will significantly revise the final rule, which is expected to change Truist's and Truist Bank's obligations and the applicable compliance dates. On October 29, 2025, the court granted a preliminary injunction to pause the compliance dates and to enjoin the CFPB from enforcing the rule until after reconsideration.

12 Truist Financial Corporation

Truist and Truist Bank are subject to consumer protection laws that have been adopted by the states where they operate. State attorneys general and regulatory agencies have authority to enforce these state consumer protection laws as well as certain federal consumer protection laws.

During 2025, the CFPB reduced its staff by over 80%. The reduction in force is the subject of litigation, and the staffing cuts are currently stayed pending the federal circuit court’s rehearing of the case. The impact of these developments on banking organizations subject to CFPB regulation and supervision, including Truist, is uncertain. States and state attorneys general may increase regulatory, investigative, and enforcement activity with respect to consumer protection in response to changes in regulation, supervision, and enforcement of consumer protection laws by the CFPB or other federal regulators.

BSA/AML and Sanctions

The BSA, as amended by the Patriot Act, and its implementing regulations are designed to protect the U.S. financial system and those who rely on it from financial crimes, such as money laundering and terrorist financing. The BSA and its implementing regulations do this by requiring financial institutions, including IDIs such as Truist Bank, broker-dealers, and other financial institutions, to develop and implement BSA/AML compliance programs that detect and report financial crimes. The BSA and its implementing regulations also strengthen the ability of U.S. law enforcement agencies and the intelligence community to disrupt and prevent money laundering, the financing of terrorism, and related crimes.

In addition, U.S. persons, including entities like Truist, must comply with sanctions programs administered by OFAC and the U.S. Department of State. These sanctions programs prohibit, among other things, financial transactions involving certain individuals, entities, countries, and territories that are the subject of U.S. economic sanctions and impose other restrictions on certain investments and dealings, including requirements to block assets.

Federal law grants substantial enforcement powers to U.S. banking agencies, FinCEN, OFAC, the U.S. DOJ, and other government agencies with respect to BSA and OFAC compliance, including through examination and ongoing monitoring. This enforcement authority includes the ability to assess significant civil and criminal monetary penalties, fines, and restitution; to issue cease and desist or prohibition orders; to initiate injunctive actions against financial institutions and institution-affiliated parties; and to impose restrictions on business, including bank and BHC mergers and acquisitions. These enforcement actions may be initiated for violations of statutes and regulations or for unsafe and unsound practices and could result in substantial negative shareholder reaction and reputational damage.

Privacy, Data Protection, and Cybersecurity

Various federal and state statutes and regulations contain data privacy, data protection, and cybersecurity provisions, and the regulatory framework for data privacy, data protection, and cybersecurity is rapidly evolving. The FRB, the FDIC, and other U.S. banking agencies have adopted guidelines for safeguarding confidential, personal customer information. These guidelines require each financial institution, under the supervision and ongoing oversight of its board of directors or an appropriate committee thereof, to create, implement, and maintain a comprehensive written information security program designed to support the security and confidentiality of customer information, protect against any anticipated threats or hazards to the security or integrity of such information, and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. In addition, a number of government entities, including the FRB and the SEC, have increased their focus on cybersecurity through guidance, examinations, and regulations.

At the federal level, the Gramm-Leach-Bliley Act requires financial institutions to, among other things, implement policies and procedures regarding the disclosure of nonpublic personal information about consumers to non-affiliated third parties. In general, the statute requires that financial institutions provide explanations to consumers on their policies and procedures regarding the disclosure of such nonpublic personal information and, except as otherwise required by law, prohibits disclosing such personal information except as provided in the financial institution’s policies and procedures.

A joint regulation from the FRB, the OCC, and the FDIC requires a banking organization to notify its primary federal regulators as soon as possible and within 36 hours after identifying a “computer-security incident” that the banking organization believes in good faith has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit or stock price, or pose a threat to the financial stability of the U.S.

Truist Financial Corporation 13

In addition, once implementing regulations are finalized, the Cyber Incident Reporting for Critical Infrastructure Act (“CIRCIA”) will require, among other things, covered entities to report significant cyber incidents, including ransomware attacks, to the Cybersecurity and Infrastructure Security Agency (“CISA”) within 72 hours from the time the covered entity reasonably believes the incident occurred (and within 24 hours of making a ransom payment as a result of a ransomware attack). The CISA proposed a rule under the CIRCIA in April 2024 that would clarify the scope of cyber incidents to be reported and would further define covered entities subject to the CIRCIA to include banking organizations like Truist. Although the CIRCIA originally required the CISA to finalize its regulations by October 2025, the CISA has extended such deadline to May 2026.

Truist’s nonbank subsidiaries are also subject to rules and regulations issued by the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to data privacy, data protection, and cybersecurity. Moreover, the U.S. Congress has recently considered, and is expected to continue to consider, various proposals for more comprehensive data privacy, data protection, and cybersecurity legislation.

Like other lenders, Truist Bank uses credit bureau data in its underwriting activities. The Fair Credit Reporting Act regulates use of such data, as well as reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates, and using affiliate data for marketing purposes. Similar state laws impose additional requirements on Truist Bank.

States are also increasingly proposing or enacting legislation that relates to data privacy, data protection, and cybersecurity such as the California Consumer Privacy Act as amended by the California Privacy Rights Act. Truist may be subject to similar laws in other states where Truist does business or in states where Truist may collect personal information of residents. In addition, laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to individuals whose personal information has been disclosed as a result of a data breach.

Moreover, the New York Department of Financial Services Cybersecurity Regulation is driving significant cybersecurity compliance activities for covered Truist entities. This regulation includes phased compliance periods as well as annual attestations of compliance by these Truist entities.

Truist has undertaken compliance activities to address these statutes and regulations and continues to assess their requirements and applicability to Truist. These statutes and regulations, as well as proposed legislation and regulation regarding privacy, data protection, and cybersecurity, are subject to revision or formal guidance and may be interpreted or applied in a manner inconsistent with the Company’s understanding, which may result in further uncertainty and require Truist to incur additional costs to comply. Refer to “Item 1A. Risk Factors” for more information on the risks related to compliance with applicable privacy, data protection, and cybersecurity statutes and regulations.

CRA

The CRA requires that U.S. banking agencies assess the records of banks in meeting the credit needs of the communities where they are chartered to do business, including low- and moderate-income neighborhoods, consistent with safe and sound operations. Banks are assigned one of four ratings: “Outstanding,” “Satisfactory,” “Needs to Improve,” or “Substantial Noncompliance.” A bank’s assessment is considered in connection with its application to merge or consolidate with or acquire the assets or assume the liabilities of another bank or to open or relocate a branch office. The CRA record of each subsidiary bank of an FHC is assessed by the FRB in connection with any proposed acquisition or merger application. For its most recent CRA examination period, Truist Bank received the highest possible overall rating of “Outstanding” from the FDIC.

In October 2023, the U.S. banking agencies issued a final rule to significantly amend their regulations implementing the CRA. This rule was subject to litigation, and a preliminary injunction was issued that prevented the rule from taking effect. In July 2025, the agencies issued a notice of proposed rulemaking to rescind the rule and reinstate the previous CRA regulations.

Automated Overdraft Payment Regulation

Federal consumer protection laws govern automated overdraft payment programs offered by financial institutions. The CFPB prohibits financial institutions from charging consumers fees for paying overdrafts on ATM and one-time debit card transactions, unless a consumer opts in to the overdraft service. Financial institutions must provide consumers with a notice that explains the financial institution’s overdraft services, including associated fees and the consumer’s choices. In addition, FDIC-supervised institutions must monitor overdraft payment programs for “excessive or chronic” client use and undertake “meaningful and effective” follow-up action with clients that overdraw their accounts more than six times during a rolling 12-month period. Financial institutions must also impose daily limits on overdraft charges, review and modify check-clearing procedures, prominently distinguish account balances from available overdraft coverage amounts, and provide for board and management oversight regarding overdraft payment programs. Truist offers checking accounts that are not subject to overdraft fees.

14 Truist Financial Corporation

Interchange Fees

The Dodd-Frank Act requires the FRB to establish standards for assessing whether debit interchange fees charged by large debit card issuers, including Truist Bank, are reasonable and proportional to the cost incurred by the issuers. These standards are set forth in the FRB’s Regulation II, which has been subject to extensive litigation that remains ongoing. In 2023, the FRB proposed but has not yet finalized revisions to Regulation II that would lower the interchange fee cap applicable to Truist Bank, which may result in reduced interchange fee revenue.

States have taken steps as well to regulate interchange fees. The Illinois Interchange Fee Prohibition Act prohibits credit and debit card issuers, payment card networks, acquirer banks, and processors from receiving or charging an Illinois merchant any interchange fees on the gratuity and state and local tax portions of the transactions. This statute has an implementation date of July 1, 2026, and while subject to litigation, has not been enjoined. Other states are considering similar legislation, including some that is more expansive in its restrictions on interchange fees.

Volcker Rule

Truist is prohibited under the Volcker Rule from (i) engaging in proprietary trading of certain securities and (ii) having certain ownership interests in and relationships with covered private funds. The Volcker Rule contains certain exemptions and exclusions, including for market-making, hedging, underwriting, and trading in U.S. government and agency obligations. Additionally, the Volcker Rule permits certain ownership interests in certain types of funds and permits the offering and sponsoring of funds under certain conditions. Truist maintains specific Volcker Rule compliance programs.

Regulatory Regime for Swaps

The Dodd-Frank Act established a comprehensive regulatory regime for the OTC swaps market aimed at increasing transparency and reducing systemic risk in the derivatives markets, including requirements for central clearing, exchange trading, capital adequacy, margin, reporting, and recordkeeping. The Dodd-Frank Act requires that certain swap dealers and security-based swap dealers register with one or both of the SEC and the CFTC, depending on the nature of the swaps business. Truist Bank is registered with the CFTC as a swap dealer and is registered with the SEC as a security-based swap dealer, subjecting Truist Bank to the CFTC’s and SEC’s regulatory regimes. This includes trade reporting and recordkeeping requirements, business conduct requirements (including daily valuations, disclosure of material risks associated with swaps and disclosure of material incentives and conflicts of interest), and mandatory clearing and exchange trading requirements for certain standardized swaps designated by the CFTC. The NFA is the primary self-regulatory organization for Truist’s swap dealer. Truist Bank’s uncleared swaps and security-based swaps are subject to variation margin and initial margin requirements.

Broker-Dealer and Investment Adviser Regulation

Truist’s broker-dealer and investment adviser subsidiaries are subject to regulation by the SEC. FINRA is the primary self-regulatory organization for Truist’s registered broker-dealer subsidiaries. Truist’s broker-dealer and investment adviser subsidiaries are subject to additional regulation by states or local jurisdictions. The SEC and FINRA have enforcement powers over broker-dealers and investment advisers and can bring actions that result in fines, restitution, a limitation on permitted activities, disqualification to continue to conduct certain activities, and an inability to rely on certain favorable exemptions. Certain types of infractions and violations can affect Truist’s ability to issue new securities expeditiously. In addition, certain changes in the activities of a broker-dealer require approval from FINRA, which may base its approval on a variety of factors, such as internal controls, capital levels, management experience and quality, prior enforcement and disciplinary history, and supervisory concerns.

Other Regulatory Matters

Truist is subject to examination by federal and state banking regulators as well as the SEC, the CFTC, FINRA, the MSRB, the NFA, various taxing authorities, and various state securities and other regulators. Truist periodically receives requests for information on business and accounting practices from regulatory authorities in various states, including state attorneys general, securities regulators, and other regulatory authorities. Such requests are part of our normal conduct of business.

Human Capital

Truist works as One Team—unified by its purpose, mission, and values—to meet clients’ needs, uplift communities, empower teammates, and promote effective risk management and controls to drive performance. Truist recognizes that attracting the best talent, making investments in teammates, caring to better understand their backgrounds and experiences, and helping to bolster their career trajectories ultimately leads to more engaged and productive teammates, which can contribute to better client service and business outcomes for Truist overall.

Truist Financial Corporation 15

The Compensation and Human Capital Committee of the Board oversees the design and governance of Truist’s compensation and benefit programs consistent with its compensation philosophy. This committee also provides oversight of Truist’s human capital strategy that supports attracting, developing, and retaining qualified teammates.

Truist strives to follow rigorous and dynamic talent practices, which develop teammates for success in a broad set of roles. Our talent practices include performance, succession, and progression planning.

Truist’s Enterprise Ethics Office manages the standards for ethical conduct and monitors conduct risks and related teammate concerns. The Enterprise Ethics Office also facilitates the Board’s review and approval of the Code of Ethics. Through its risk monitoring and oversight routines, the Enterprise Ethics Office identifies trends and insights related to Truist’s organizational culture and control environment, which are reported to the Executive-level ERC and the Board.

The following table presents a summary of teammates as of December 31, 2025:

Table 2: Teammate Summary

# of Teammates

% of Population

Full-Time

37,086

95.8 

%

Part-Time

1,625

4.2 

Total

38,711

100.0 

%

Truist also leverages a contingent workforce, which is not reflected in the table, as an important part of the Company’s overall workforce strategy.

Truist aspires to foster a performance-based culture that is reinforced with transparency and feedback. Through transparency, we further our teammate mission of creating an inclusive and energizing environment that empowers teammates to learn, grow, and have meaningful careers. Promoting feedback allows for business settings where every teammate is respected, everyone matters and has a voice, and everyone feels welcome and empowered to make meaningful contributions. Collectively, this approach helps us to be competitive in meeting the needs of our clients and communities.

Talent Practices

Truist utilizes a suite of talent practices providing insight into the state of our talent. Talent practices are designed to underpin and strengthen executive leaders’ decisions, which are informed by data and insights. These practices include:

•Performance management - goal planning, feedback, check-ins, and performance evaluation.

•Succession planning - tools that identify potential interim, near- and longer-term internal successors designed to allow for optionality and business continuity.

•Talent assessment - manager evaluation of the forward-looking potential of eligible teammates through the lens of their performance, ability, agility, and aspiration as well as consideration of retention risk.

•Progression planning - helps teammates and managers chart a path for teammates to learn, grow, and have meaningful careers.

•Enterprise strategic workforce planning and skill assessments – a practice enabling the business to plan for the appropriate workforce capability and capacity in target job profiles.

Talent Development

Truist teammates have access to programs and benefits for career advancement. Teammates can partner with a certified coach to help them identify and focus on potential career paths, create clear goals, and remain accountable in achieving those goals. For teammates who qualify, Truist also provides tuition assistance so teammates can continue formal education by seeking degrees that align with career goals or develop needed emerging skills through our Future Skills program. Truist offers career and job transparency through a set of resources including career discovery and career planning online services. Truist seeks to achieve a career destination culture through career mobility and pipeline strategies and programs, including Truist’s Leadership Institute, which leverages developmental experiences, team optimization, executive coaching, and leadership development.

16 Truist Financial Corporation

In addition to career development opportunities, Truist provides learning experiences to new and existing teammates to help build the skills needed now and in the future, including role skill preparedness, upskilling for advancements, including the responsible use of emerging technologies such as AI, and access to skill building content for teammate-led learning. Truist Learning and Development also prioritizes and integrates regulatory-related training to mitigate risk across the organization. Truist has invested in innovative talent marketplace and learning technologies and believes that skill development leads to healthy and robust career mobility, which furthers our teammate value proposition and retention efforts.

Compensation and Total Rewards

Truist’s Compensation and Total Rewards enable its purpose, mission, and values, specifically Truist’s mission to create an inclusive and energizing environment that empowers teammates. Truist aims to provide market competitive total rewards to attract and retain talent while enabling Truist’s short- and long-term performance. Truist provides compensation and rewards that are designed to achieve positive business results, are based on market and internal assessments, and are aligned with risk management principles.

Truist’s benefits program for qualified teammates includes a company-funded defined benefit pension plan, a 401(k) plan, an employee stock purchase plan, Truist Momentum financial well-being education, healthcare coverage, and other insurance benefits. Truist also provides access to a Lifeforce physical well-being program, mental well-being support, paid time off, teammate and family resources such as access to backup child-care centers and family care resources, and on-site services such as health centers and fitness centers.

Website Access to Truist’s Filings with the SEC

Truist’s electronic filings with the SEC, including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act are made available at no cost on the Company’s Investor Relations website, https://ir.truist.com, as soon as reasonably practicable after Truist files such material with, or furnishes it to, the SEC. Truist’s SEC filings are also available through the SEC’s website at https://www.sec.gov.

Truist may use its website to distribute Company information, including as a means of disclosing material, non-public information and for complying with its disclosure obligations under Regulation FD. Truist routinely posts and makes accessible financial and other information, including corporate responsibility and sustainability information, regarding Truist on its website. Investors should monitor Truist’s website, including the Investor Relations portion, in addition to its press releases, SEC filings, public conference calls, and webcasts. The information on our website is not incorporated by reference into this report.

Corporate Governance

Information with respect to the Board, Executive Officers, and corporate governance policies and principles is presented on Truist’s Investor Relations website, https://ir.truist.com. Specifically, the Company makes available on its Investor Relations website, under the heading “Governance & Responsibility” (i) its Code of Ethics for the Board, senior financial officers, and teammates, (ii) its Corporate Governance Guidelines, and (iii) the charters of the Company’s standing Board committees. If the Company makes changes in, or provides waivers from, the provisions of its Code of Ethics that the SEC requires it to disclose, the Company intends to disclose these events in the “Governance & Responsibility” section of its Investor Relations website.

Truist Financial Corporation 17

Table 3: Information about our Executive Officers

Executive Officer

Recent Work Experience

Years of Service

Age

William H. Rogers, Jr.

Chairman and Chief Executive Officer

Chairman since March 2022. Chief Executive Officer since September 2021. President and Chief Operating Officer from December 2019 to September 2021.

45

68

Michael B. Maguire

Senior Executive Vice President and Chief Financial Officer

Chief Financial Officer since September 2022. Chief National Consumer Finance Services and Payments Officer from September 2021 to September 2022. Head of National Consumer Finance and Payments from December 2019 to August 2021.

23

47

Brad Bender

Senior Executive Vice President and Chief Risk Officer

Chief Risk Officer since November 2024. Interim Chief Information Officer from April 2024 to November 2024. Head of Enterprise Operational Services from November 2023 to April 2024. Head of Consumer Finance Solutions and Enterprise Operations and Global Services from May 2023 to November 2023. Head of Consumer Finance Solutions from September 2022 to May 2023. Head of Home Improvement Lending from August 2021 to September 2022. Head of Consumer Credit Risk and Policy Management from December 2019 to August 2021.

21

45

Scott A. Stengel

Senior Executive Vice President, Chief Legal Officer, Head of Government Affairs, and Corporate Secretary

Chief Legal Officer, Head of Government Affairs, and Corporate Secretary since December 2023. General Counsel at Ally Financial Inc. from May 2016 to December 2023.

2

54

Kristin Lesher

Senior Executive Vice President and Chief Wholesale Banking Officer

Chief Wholesale Banking Officer since February 2024. Executive Vice President and Head of Commercial Banking Coverage at Wells Fargo from October 2021 to November 2023. Head of East Region Commercial Banking Coverage at Wells Fargo from November 2018 to October 2021.

2

53

Dontá L. Wilson

Senior Executive Vice President and Chief Consumer and Small Business Banking Officer

Chief Consumer and Small Business Banking Officer since November 2023. Chief Retail & Small Business Banking Officer from March 2022 to November 2023. Chief Digital and Client Experience Officer from November 2018 to March 2022.

27

49

18 Truist Financial Corporation

ITEM 1A. RISK FACTORS

Summary of Risk Factors

Market Risks

•Changes in monetary, fiscal, and other policies, and changes in the U.S. political environment, could adversely affect us.

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

•Geopolitical conditions, the outbreak or escalation of hostilities, acts or threats of terrorism, and related volatility and instability in global economic and market conditions could adversely affect us.

•Changes in interest rates have affected our net interest income and other financial results in the past and could in the future adversely affect us.

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

Credit Risks

•The Company is subject to credit risk, and the Company’s allowance for credit losses may not be adequate to cover realized and future losses.

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

•The Company may suffer losses if the value of collateral declines in weak, deteriorating, or stressed economic or market conditions.

Liquidity Risks

•Our inability to retain and grow deposits or a change in deposit costs or mix could negatively impact our funding strategy and financial results.

•Truist’s liquidity could be impaired by an inability to access short-term funding, an unforeseen outflow of cash, or an inability to monetize liquid assets.

•A disruption in our access to the mortgage secondary market and GSEs for liquidity could negatively affect us.

•The Company’s cost of funding or access to the banking and capital markets could be adversely affected if our credit ratings are downgraded or otherwise fail to meet investor expectations.

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

•The financial system is highly interrelated, and financial or systemic shocks or the failure of even a single financial institution or other participant in the financial system could adversely impact us.

Technology and Data Risks

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

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

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

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

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

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

Truist Financial Corporation 19

Operational Risks

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

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

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

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

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

Compliance, Regulatory, and Legal Risks

•Truist is subject to extensive and evolving government regulation and supervision, which could adversely affect our business, financial condition, results of operations, and prospects.

•The Company may incur damages, fines, and penalties and face other negative consequences from supervisory actions and regulatory or other legal violations, including inadvertent or unintentional violations.

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

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

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

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

Strategic Risks

•Ineffective execution of strategic initiatives could adversely affect investor sentiment and the Company’s business, financial condition, results of operations, prospects, and reputation.

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

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

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

Risks Related to Estimates and Assumptions

•Truist’s business and operations rely significantly on the use of models, and any deficiencies in the design, implementation, or use of models could adversely affect our business, results of operations, and financial condition.

•Truist employs estimates and assumptions to determine the value or amount of many of our assets and liabilities, and if these estimates or assumptions prove inaccurate, our business, financial condition, results of operations, and prospects could be adversely affected.

•Depressed market values for the Company’s stock and adverse economic conditions sustained over a period of time may require the Company to write down all or some portion of the Company’s goodwill.

Additional Risks

•Negative public opinion, whether or not warranted, could damage the Company’s brand in the market and relationships with stakeholders, and adversely impact our business, financial condition, results of operations, and prospects.

•We could be harmed by an inability to attract, develop, retain, and motivate qualified teammates while effectively managing recruiting and compensation costs amid highly competitive and rapidly changing market conditions.

•The Company relies on its ability, and the ability of key external parties, to maintain appropriately staffed workforces and on the competence, trustworthiness, health, and safety of teammates.

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

•Physical, transition, and other risks associated with climate change, together with governmental responses to such risks, may negatively impact our business, financial condition, operations, reputation, and clients.

•Natural disasters, pandemics, extreme weather events, and other catastrophic events could adversely affect our financial condition and results of operations.

20 Truist Financial Corporation

Risk Factors

The following discussion sets forth material risk factors that could affect Truist’s financial condition, results of operations, business, or prospects. When a risk factor spans more than one risk category, the risk factor has been listed by its primary risk category. Any of the risk factors discussed below, either by itself or together with other risk factors, could materially and adversely affect Truist’s financial condition, results of operations, business, prospects, or reputation. These risk factors do not identify all risks that we face; additional risks that are not presently known to us or risks that we currently deem immaterial may have an adverse effect on Truist’s financial condition, results of operations, business, prospects, or reputation.

Market Risks

Changes in monetary, fiscal, and other policies, and changes in the U.S. political environment, could adversely affect us.

Changes in monetary and fiscal policies, including monetary policies established by the Federal Reserve System and other central banks, and uncertainty concerning the future path of interest rates, government shutdowns, debt ceilings or funding for the government, and tariffs and other trade policies can cause dislocations and volatility in the financial markets and adversely affect our business and operations—including, for example, the conditions for commercial and consumer lending, the creditworthiness of our clients, the cost of our deposits and other interest-bearing liabilities, and the yield on our earning assets. Truist cannot control or make firm predictions with respect to the nature or timing of future changes in monetary, fiscal, or other policies or the precise effects such changes may have on the Company’s business, financial results, and financial condition. These policies can:

•Meaningfully influence the availability and demand for loans and deposits, the rates and other terms for loans and deposits, and the conditions in equity, fixed-income, currency, and other markets;

•Significantly impact the cost of funds and, the return on assets, both of which can have an impact on interest income;

•Adversely affect borrowers through higher debt servicing costs and potentially increase the risk they may fail to repay their loan obligations; and

•Artificially inflate asset values during prolonged periods of accommodative policy, which could in turn cause volatile markets and rapidly declining collateral values during times of restrictive monetary and fiscal policies.

A fractious or volatile political environment in the U.S., including any related social unrest, could negatively impact business and market conditions, economic growth, financial stability, and business, consumer, investor, and regulatory sentiments, any one or more of which in turn could cause our business, financial results, and financial condition to suffer. Concern about the ability of the U.S. government to effectively respond to high and rising debt levels and other budgetary matters also can have adverse economic consequences and create market volatility with potential adverse consequences to our business and financial performance. We could be negatively impacted as well by political scrutiny of the financial services industry in general, such as criticisms involving fair access to financial services and the affordability of financial products and services, or our business or operations in particular.

Our financial results, the value of loans and debt securities we hold, and lending and other business activities have in the past, and may in the future, be adversely affected by weak or deteriorating economic conditions.

Our businesses are driven by robust economic and market activity, monetary and fiscal stability, and positive investor, business, and consumer sentiment. Any prolonged period of slow growth in the U.S. economy as a whole or in any regional markets that Truist serves, or any deterioration in economic conditions or the financial markets, may disrupt or dampen the economy, which has in the past and may in the future adversely affect the Company’s business, financial results, and financial condition.

If economic conditions deteriorate, the Company could see lower demand for loans by creditworthy clients, reducing the Company’s interest income. In addition, if unemployment or underemployment levels increase or if real estate prices decrease, the Company could incur higher charge-offs and could incur higher expenses due to increased credit loss provisions. These conditions may adversely affect not only consumer borrowers but also commercial and industrial and commercial real estate borrowers, especially for those businesses reliant on industries or properties that suffer from deteriorating economic conditions. The ability of these borrowers to repay their loans may be reduced, causing the Company to incur higher credit losses. In addition, inflation may lead to a decrease in the purchasing power of clients and their customers and adversely affect demand for our products and services, reducing the Company’s income.

Truist Financial Corporation 21

A weakening or deterioration of economic conditions has in the past and may in the future adversely affect financial results for the Company’s fee-based businesses. Truist earns fee income from, among other activities, investment banking, managing assets for clients, and providing brokerage and other investment advisory and wealth management services. Investment management fees are often based on the value of assets under management and a decrease in the market prices of those assets could reduce the Company’s fee income. Changes in stock or fixed income market prices or client preferences could affect investor trading activity, reducing commissions and other fees earned from the Company’s brokerage businesses. Poor economic conditions and volatile or unstable financial markets would likely adversely affect the Company’s financial advisory and capital markets-related businesses. Sustained market weakness and lower client activity could adversely affect our financial condition, results of operations, and prospects.

In addition, the large bank failures in 2023 focused market attention on the industry’s interest rate and deposit risks due to rapidly rising interest rates in an inflationary environment, which, among other things, resulted in unrealized losses on longer duration securities and loans held by banks. When weak or deteriorating economic conditions result in a decrease in the supply of deposits or significant increase in competition for deposits, substantial increases in our costs to retain and service deposits have in the past and may in the future arise. Such an impact can be exacerbated by the continued adoption of banking technology that enables deposits to be transferred with relative ease to a different depository institution or other competitor if Truist Bank’s products and services are less competitive or confidence is lost in Truist Bank. These dynamics could constrain lending and other business activities, adversely affecting our financial condition and results of operations. The cost of resolving the large bank failures in 2023 also prompted the FDIC to issue a special assessment to recover costs to the DIF. Refer to the “Regulatory and Supervisory Considerations” section in “Item 1. Business” for additional details related to the FDIC’s special assessment.

Geopolitical conditions, the outbreak or escalation of hostilities, acts or threats of terrorism, and related volatility and instability in global economic and market conditions could adversely affect us.

Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have an adverse effect on the Company’s results of operations, financial condition, business, and prospects. In addition, disruptions in foreign relations of the U.S. could adversely affect industries and markets on which our business depends. The macroeconomic environment in the U.S. is susceptible to geopolitical events and volatility in financial markets. For example, trade and other negotiations between the U.S. and other nations remain uncertain and could adversely impact economic and market conditions for the Company and its clients, counterparties, and service providers.

Geopolitical conditions, including tensions in foreign relations of the U.S., the outbreak or escalation of hostilities between countries or within a country or region, and acts or threats of terrorism, could have an adverse effect on the global economy, financial markets, and Truist’s business and operations. Aggressive actions by hostile governments or groups, including armed conflict or intensified cyber-attacks, could expand or escalate in unpredictable ways, with potentially catastrophic consequences, particularly if one or more combatants possess nuclear weapons. Geopolitical events and instability could result in worldwide economic disruption, heightened volatility in financial markets, severe declines in asset values, disruption of global trade and supply chains, higher and more volatile commodity and food prices, and diminished consumer, business, and investor confidence. Any of these consequences could have significant negative effects on the economy and, as a result, Truist’s operations and earnings. Truist, its service providers, and participants in the financial system could also experience more aggressive and increasing levels of cyber-attacks launched by or under the sponsorship of one or more of the adversaries in a conflict.

Changes in interest rates have affected our net interest income and other financial results in the past and could in the future adversely affect us.

We are highly dependent on net interest income, which is the difference between interest income on earning assets, such as loans and investments, and interest expense on deposits and borrowings. Net interest income is significantly affected by market interest rates, which in turn are influenced by monetary and fiscal policies, general economic and market conditions, including inflation levels, the political and regulatory environments, business and consumer sentiment, competitive pressures, and expectations about the future, including future changes in interest rates and the frequency and timing of such changes. Our net interest income and other financial results have been in the past and could be in the future adversely affected by policies, laws, and events that have the effect of flattening or inverting the yield curve (that is, the difference between long-term and short-term interest rates), depressing the interest rates associated with our earning assets to levels near the rates associated with our interest expense, increasing the volatility of market rates of interest, including the rate of change, or changing the spreads among different interest rate indices.

Changes in interest rates could adversely affect us beyond our net interest income, including by increasing the cost or decreasing the availability of deposits or other variable-rate funding instruments, reducing the yield on or demand for loans or increasing the prepayment speed of loans, increasing client or counterparty delinquencies or defaults, and reducing the value of our loans, retained interests in securitizations, and fixed-income securities in our investment portfolio and the efficacy of our hedging strategies. Certain of our investment securities, notably MBS, are sensitive to changes in rates. Generally, when rates rise, market values will decline, prepayments of principal will decrease, and the duration of MBS will increase. Conversely, when rates fall, market values will rise, prepayments of principal will increase, and the duration of MBS will decrease.

22 Truist Financial Corporation

The levels of and changes in market interest rates, and the related risks and uncertainties, are beyond our control. The dynamics among these risks and uncertainties are also challenging to assess and manage. For example, while an accommodative monetary policy may benefit us to some degree by spurring economic activity among our clients, such a policy may ultimately have an adverse effect on us by inhibiting our ability to grow or sustain net interest income. A restrictive monetary policy can pose different challenges, such as potentially slowing the demand for credit, increasing delinquencies and defaults, and reducing the values of our loans and fixed income securities. Interest rate volatility, including the rate of change, can create particularly difficult conditions. Refer to the “Market Risk” section in MD&A and “Note 19. Derivative Financial Instruments.”

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

The Company employs various hedging strategies to mitigate the interest rate, foreign exchange, and market risks inherent in many of our assets and liabilities. The Company’s hedging strategies rely considerably on assumptions and projections regarding our assets and liabilities as well as general market factors. If any of these assumptions or projections prove to be incorrect or our hedges do not adequately mitigate the impact of changes in interest rates, foreign exchange rates, and other market factors, the Company may experience volatility in our earnings that could adversely affect our profitability and financial condition. In addition, the Company may not be able to find market participants that are willing to act as its hedging counterparties on acceptable terms or at all, which could have an adverse effect on the success of our hedging strategies. The Company’s hedging strategies are not designed to eliminate all interest rate, foreign exchange, and market risks.

Credit Risks

The Company is subject to credit risk, and the Company’s allowance for credit losses may not be adequate to cover realized and future losses.

Truist incurs credit risk, which is the risk to current or anticipated earnings or capital arising when a borrower, obligor, issuer, or counterparty has a decline in creditworthiness or does not meet its financial obligations to us. Credit risk is primarily incurred through lending activities in the Company’s WB and CSBB operating segments. The Company may have higher credit risk, or experience higher credit losses, to the extent its loan exposures increase or are concentrated by loan type, industry segment, borrower type, or location of the borrower or collateral, including with respect to any increase in its nonbank financial institution lending activities. A number of products expose the Company to credit risk, including loans and leases, lending commitments, derivatives, trading assets, and investment securities. Changes in credit quality can have a significant impact on the Company’s earnings and capital position. The Company estimates and establishes contractual lifetime reserves for credit risks and credit losses inherent in its determination of credit exposure. This process, which is critical to the Company’s financial results and condition, requires complex calculations and extensive use of judgment, considering both external and borrower-specific factors that might impair the ability of borrowers to repay their loans. If the Company fails to identify all pertinent factors, or fails to accurately estimate the impacts of factors identified, the Company’s allowance for credit losses may not be adequate to cover realized and future losses.

Credit losses may exceed the amount of the Company’s reserves due to changing economic conditions, falling collateral values, falling commodity prices, higher unemployment, losses on a client or sector where Truist has an outsized exposure, or other factors such as changes in borrower behavior or borrower composition. We have a significant consumer loan portfolio, including indirect auto and credit card loans, which may present higher credit risks during economic downturns and market fluctuations. There is no assurance that reserves will be sufficient to cover all credit losses. In the event of significant deterioration in current or projected future economic conditions, the Company could experience reduced demand for credit and increased delinquencies or defaults. In addition, the Company could be required to increase reserves in future periods, which would reduce the Company’s earnings and potentially impact its capital.

Truist Financial Corporation 23

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

The Company’s credit risk and credit losses can increase if the Company’s loans are concentrated in borrowers engaged in the same or similar activities or in borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions, including as a result of climate change or natural disasters or their particular industries. Increased delinquencies or defaults could also result from our failing to appropriately underwrite loans and other products that we originate or purchase or from our adopting—for strategic, competitive, or other reasons—more liberal underwriting standards. There can be no assurance that our forecasts of economic conditions, our assessments and monitoring of credit risk, and our efforts to mitigate credit risk through risk-based pricing, appropriate underwriting and investment policies, loss-mitigation strategies, and diversification are or will be sufficient to prevent an adverse impact to our business and financial results. Additionally, in deciding whether to extend credit or enter into other transactions with clients and counterparties, the Company relies on the completeness and accuracy of representations made by and information furnished by or on behalf of clients and counterparties, including financial statements and other financial information. If the information provided is not complete or accurate, the Company could make misjudgments about extending credit or entering into other transactions with clients or counterparties, and the Company could suffer defaults, credit losses, or other negative consequences as a result.

The Company may suffer losses if the value of collateral declines in weak, deteriorating, or stressed economic or market conditions.

During periods of market stress or illiquidity, the Company’s credit risk may be further increased if it fails to realize the expected value of the collateral it holds, collateral is liquidated at prices that are not sufficient to recover the full amount owed to Truist, or counterparties are unable to post collateral, whether for operational or other reasons. Furthermore, disputes with counterparties concerning the valuation of collateral or contractual agreements may increase in times of significant market stress, volatility, or illiquidity, and Truist could suffer losses during these periods if it is unable to effectively handle counterparty disputes, obtain additional collateral from counterparties, manage declines in the value of collateral, or realize the expected value of collateral.

Liquidity Risks

Our inability to retain and grow deposits or a change in deposit costs or mix could negatively impact our funding strategy and financial results.

Deposits are a relatively low cost and stable source of funding. Truist competes for deposit funding with banks and other financial institutions and with money market funds and other providers of deposit equivalents. If we are unable to compete effectively, deposits can be lost. In addition, our funding costs can increase if we are required to raise interest rates to avoid deposit attrition or to replace deposits with wholesale funding. Higher funding costs reduce Truist’s net interest margin, net interest income, and net income. For example, in 2025, maintaining and growing client deposits continued to be challenging as the Federal Reserve System reduced the size of its balance sheet through quantitative tightening. The future direction of the Federal Reserve System balance sheet and the level of excess reserves in the banking system may have implications for deposit gathering and competition. Our ability to maintain, grow, or favorably price deposits also may be constrained by gaps in our product and service offerings, changes in client trends, our scale relative to other financial institutions, competition from financial technology companies and emerging financial-services providers, any failures or deterioration in our client service, or any loss of confidence in our brand or our business. For example, deposits and other traditional banking products could be significantly disrupted by an increase in the adoption and use of digital assets, stablecoins, cryptocurrencies, tokenization, and similar products, services, and technologies that enable financial services and transactions without or with less intermediation by commercial banks.

24 Truist Financial Corporation

Truist’s liquidity could be impaired by an inability to access short-term funding, an unforeseen outflow of cash, or an inability to monetize liquid assets.

Liquidity is the ability to fund increases in assets and meet obligations as they come due, all without incurring unacceptable costs. Banks are especially vulnerable to liquidity risk because of their reliance on demand or short-term deposits to fund longer-term loans or other extensions of credit. We, like other financial-services companies, rely to a significant extent on external sources of funding, such as deposits and borrowings, for the liquidity needed to conduct our business and operations. A number of factors beyond our control, however, could have a detrimental impact on the availability or cost of that funding and thus on our liquidity. When volatility or disruptions occur in the wholesale funding markets, the Company’s ability to access short-term liquidity could be impaired. In addition, idiosyncratic factors affecting the Company, including realization of other risks described herein, as well as other factors outside of the Company’s control, such as a general market disruption or an operational problem that affects service providers or intermediaries, could impair the Company’s ability to access short-term or contingent funding sources or create an unforeseen outflow of cash due to, among other factors, draws on unfunded commitments or attrition of non-FDIC-insured and other deposits. Refer to the “Funding Activities“ section in MD&A for additional discussion of deposits. The Company’s inability to monetize liquid assets without unacceptable losses or to access short-term funding or capital markets could constrain the Company’s ability to make new loans or meet existing lending commitments and could ultimately jeopardize the Company’s overall liquidity and capitalization. While our policies and controls are designed to enable us to maintain adequate liquidity to conduct our business in the ordinary course even in a stressed environment, our liquidity position could still become compromised. Such an event could damage the performance and value of our business, prompt regulatory intervention and private litigation, harm our reputation, and cause a loss of client and investor confidence, and if the condition were to persist for any appreciable period of time, our viability as a going concern could be threatened.

A disruption in our access to the mortgage secondary market and GSEs for liquidity could negatively affect us.

Truist sells a portion of the mortgage loans that it originates to reduce the Company’s retained credit risk and to provide funding capacity for originating additional loans. The GSEs could limit their purchases of conforming loans due to capital constraints or other changes in their eligibility criteria for conforming loans, such as maximum loan amounts or borrower eligibility. This potential reduction in purchases could limit the Company’s ability to fund new loans and other financial products and services.

Proposals are presented from time to time to reform the housing finance market in the U.S., including the role of the GSEs in the housing finance market. The extent and timing of any such regulatory reform of the housing finance market and the GSEs, as well as any effect on the Company’s business and financial results, are uncertain.

The Company’s cost of funding or access to the banking and capital markets could be adversely affected if our credit ratings are downgraded or otherwise fail to meet investor expectations.

Credit ratings are influenced by many factors, including the Company’s profitability, asset quality, capital levels, liquidity, business mix, operations, and risk management practices. Credit ratings may also be influenced by other factors, some of which are outside the Company’s control, such as recent and anticipated economic trends, geopolitical risk, legislative and regulatory developments, perceptions of the banking industry and U.S. financial stability, environmental, social, and governance considerations, litigation, and changes to the rating agency methodologies. There can be no assurance we will be able to maintain our current credit ratings and outlooks. Truist’s failure to maintain credit ratings could adversely affect funding costs and increase the Company’s cost of capital. A ratings downgrade could affect the Company’s ability to attract or retain funding, including deposits from commercial and corporate clients. Additionally, a downgrade to Truist’s credit ratings may adversely impact the Company’s ability to conduct derivatives business with certain clients and counterparties and could trigger obligations to make cash or collateral payments to certain clients and counterparties.

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

The Parent Company relies upon capital markets access and dividends from subsidiaries for funding and has less access to contingent funding sources than Truist Bank. If Truist Bank were subject to financial stress, its dividends to the Parent Company could be reduced or eliminated in order to support Truist Bank’s capital position or its satisfaction of other regulatory requirements. This would increase the Parent Company’s reliance on capital markets and other wholesale funding at a time when credit spreads and funding costs are likely to be elevated due to the stress impacting Truist Bank and would also impair the Parent Company’s ability to serve as a source of strength to its subsidiaries.

Truist Financial Corporation 25

The financial system is highly interrelated, and financial or systemic shocks or the failure of even a single financial institution or other participant in the financial system could adversely impact us.

Adverse developments affecting the overall strength and soundness of other financial institutions, the financial services industry as a whole, the macroeconomic climate, and the U.S. Treasury market could have a negative impact on perceptions about the strength and soundness of Truist even if we are not subject to the same adverse developments. In addition, adverse developments with respect to counterparties, intermediaries, and other third parties with whom we have important relationships could also negatively impact perceptions about us. These perceptions about us could cause our business and operations to be negatively affected and exacerbate the other risks that we face.

Truist may be impacted by the actual or perceived soundness of other financial institutions, including as a result of the financial or operational failure of a major financial institution or concerns about the creditworthiness of such a financial institution or its ability to fulfill its obligations, which can cause substantial and cascading disruption within the financial markets. Such an event may negatively affect our financial results due to increased expenses, including FDIC insurance assessments or special assessments, and challenges in attracting and retaining funding from depositors, the capital markets, and other sources. The measures taken by governments, businesses, and other organizations in response to such an event also could adversely impact the Company’s business, financial condition, and results of operations.

The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial institutions are interrelated as a result of trading, clearing, counterparty, and other relationships. Truist routinely executes transactions with brokers and dealers, central counterparties, commercial banks, investment banks, mutual and hedge funds, and other counterparties in the financial industry. Defaults by or even rumors or questions about the soundness of one or more of these counterparties or the financial services industry generally have led to market-wide liquidity constraints and could lead to losses or defaults by Truist or other financial institutions. These liquidity challenges and credit losses, together with related consequences, could adversely affect the Company.

Technology and Data Risks

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

The Company’s ability to perform and succeed depends on applications, operating systems, and infrastructure, including computer systems and networks, software, security systems, data management, and internal processes. These may be owned or controlled by the Company or by clients, suppliers, service providers, or other third parties. We rely on the secure collection, transmission, storage, use, retrieval, and other processing of confidential, proprietary, personal, and other sensitive information in the Company’s systems and networks as well as those of its clients and other third parties. To access the Company’s systems, networks, products, and services, the Company’s clients and other third parties may use personal devices or other computing devices that are outside of the Company’s control and network environments. The Company’s operating systems and infrastructure are vulnerable to damage or interruption from, among other things, software bugs, server malfunctions, software or hardware failure, and human error that originate inside or outside its control and network environment. These risks may increase in the future as Truist continues to evolve its use of, interactions with, and dependence on internal and external operating systems and infrastructure.

The Company has experienced, and may continue to experience, failures and disruptions affecting the stability, performance, security, and availability of its applications, operating systems, and infrastructure. These include degraded processing performance, data quality issues, loss of network connectivity, software malfunctions and misconfigurations, and interruptions in the availability and reliability of cloud-based and other third-party systems and services. The Company’s substantial and increasing reliance on cloud service providers and other external technology vendors heightens exposure to risks outside of its control, including system outages, downtime, cyber-attacks, and adverse financial and operating conditions at those providers and vendors. The Company’s expanding use of AI tools and related technologies introduces additional operational risks, including reliance on data integrity and model performance as well as third-party AI services that may fail, degrade, or produce inaccurate or unexpected outputs.

The Company regularly updates and modifies its applications, operating systems, and infrastructure to support business and operations, including growth initiatives and regulatory compliance requirements. These activities involve significant costs and create additional risks related to the implementation, integration, and effectiveness of new or modified applications, systems, and infrastructure. The introduction, updating, or retraining of AI models and other methods of automation may amplify these risks. Changes in model behavior or configuration may produce unintended outcomes, increase susceptibility to operational errors, or reduce the effectiveness of existing controls. Failures associated with upgrades, configuration changes, system conversions, AI model deployment, integration efforts, and related activities may result in operational interruptions, system failures, or reduced control effectiveness.

26 Truist Financial Corporation

Failures to properly maintain, upgrade, or secure applications, operating systems, and infrastructure may increase the Company’s susceptibility to cybersecurity threats, including supply chain attacks, and may impair the Company’s ability to meet business continuity and resiliency objectives. AI-enabled technologies may further expand the cyber-attack surface and velocity, including exposure to adversarial manipulation, data poisoning, and vulnerabilities in third-party AI and other platforms. These events have resulted in adverse client impacts, including the inability to access account information or conduct transactions through ATM, online, or mobile channels, the exposure of confidential, proprietary, personal, and other sensitive information, the posting of duplicative or delayed transactions, and delays in obtaining assistance through call centers. The Company cannot assure that similar or more severe operational or technology failures and disruptions, including AI-related failures or third-party service interruptions, will not occur in the future or that their effects can be prevented, contained, or remediated in a timely manner.

The potential for operational risk exposure exists throughout the Company and, because of the Company’s interactions with and reliance on third parties, is not limited to the Company’s own internal operational functions. Truist’s clients, service providers, intermediaries, and other third parties may expose the Company to risk as a result of human error, misconduct, malfeasance, or a failure or breach of applications, systems, and infrastructure. In addition, third-party breakdowns or failures could affect their ability to deliver a product or service to the Company or its clients or result in lost or compromised information of the Company or its clients. Truist cannot be certain that it will receive timely notification of such incidents or be able to exert any meaningful control or influence over how and when they are addressed. The Company’s ability to conduct its business and operations may be adversely affected by these kinds of disruptions to third parties whom the Company interacts with or relies upon.

In addition, as a result of increasing consolidation, interconnectivity, and complexity of financial entities and operating systems and infrastructure, a technology failure that significantly degrades, deletes, or compromises the applications, systems, infrastructure, or data of one or more financial entities could have an adverse impact on counterparties or other market participants. This consolidation, interconnectivity, and complexity increases the risk of operational failure, on both individual and industry-wide bases, as disparate systems need to be integrated, often on an accelerated basis, for transactions and other business to be conducted in the ordinary course. Any third-party technology failure, other information or security breach, termination, or constraint could, among other things, adversely affect the Company’s ability to conduct transactions and other business, service the Company’s clients, manage the Company’s exposure to risk, or expand the Company’s business. Such an event affecting the Company could likewise negatively impact its counterparties and other market participants and, as a result, create reputational damage as well as legal and financial exposure.

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

The financial services industry is undergoing rapid technological change with frequent introductions of new technology-driven products and services, including those related to AI and cloud migration as well as blockchain and other distributed ledger technologies such as those underpinning digital assets, tokenization, cryptocurrencies, and stablecoins. Truist has invested in technology to automate functions previously performed manually, to facilitate the ability of clients to engage in financial transactions, and otherwise to enhance the client experience with respect to the Company’s products and services. As a result of these developments and investments, Truist is heavily reliant on technology, and any inability to effectively anticipate, develop, or implement new or enhanced technology could have an adverse effect on Truist’s business.

Truist expects to make additional investments in innovation and technology to address technological disruption in the industry, improve client offerings and service, and streamline and automate operations. Although these and future investments are designed to enable the Company to better serve its clients and to reduce costs, many of these initiatives take a significant amount of time to develop and implement, are tied to critical systems, and require substantial financial, human, and other resources. Although we take steps to mitigate the risks and uncertainties associated with these initiatives, they have not been in the past and may not be in the future implemented on time, within budget, or without negative financial, operational, or client impact. In addition, these initiatives have not in the past and may not in the future always perform as we or our clients expect. Changes in our business, including the use of new technologies, may require us to modify our workforce strategies and training programs, which could negatively impact our ability to attract, develop, retain, and motivate qualified teammates and ultimately our operations and financial results.

The Company’s continued success depends, in part, upon its ability to use technology to provide products and services that satisfy client needs and preferences, including demands for faster, simpler, more cost-effective, and more secure payment services and settlement, to create efficiencies in the Company’s operations, and to integrate new or enhanced client offerings with legacy platforms or to update those legacy platforms. A failure to maintain or enhance the Company’s competitive position with respect to technology, whether because of a failure to anticipate client expectations or keep pace with new or enhanced product or service offerings by competitors, a failure in the performance or reception of technological enhancements, or an untimely rollout of technological enhancements, may cause the Company to lose market share, miss growth opportunities, or adversely affect our financial results.

Truist Financial Corporation 27

Our use of systems and other technologies also depends on rights or interests in the underlying intellectual property, which we or our service providers may own or license. If we or a service provider were alleged or found to be infringing on the intellectual-property rights of another person or entity, we could incur significant damages for past infringement, substantial fees for continued use, deprivation of access to or use of such intellectual property for limited or extended periods of time without the practical availability of an alternative, or considerable expense to settle or otherwise resolve the matter. For example, in 2023 we settled a lawsuit brought by another financial institution alleging that our mobile remote deposit capture systems infringed patents owned by the other financial institution.

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

The Company’s applications, operating systems, and infrastructure and those of its clients, suppliers, service providers, and other third parties are continuously targeted in cyber-attacks and vulnerable to damage or interruption from, among other things, fraud, denial of service attacks, social engineering schemes (such as phishing and smishing), hacking, malware or ransomware intrusion, data corruption attempts, terrorist activities, or identity theft. Such incidents have in the past exposed and may in the future expose security vulnerabilities in the Company’s applications, systems, and infrastructure and those of third parties, resulting in the unauthorized access, gathering, monitoring, misuse, release, loss, or destruction of confidential, proprietary, or other sensitive information, including personal information. Such incidents could also damage the Company’s applications, systems, and infrastructure by significantly disrupting access or the business or operations of the Company or third parties.

In addition, Truist’s clients, regulators, and other third parties, including other financial institutions and companies engaged in data processing, have been subject to and will continue to be the target of cyber-attacks and similar incidents. As our clients regularly transact using our Truist-issued debit and credit cards, data is distributed across multiple platforms and networks, and card and other information is stored on these external platforms and networks. When these external platforms and networks are compromised, our clients’ information and accounts may be exposed to fraud and other data security and privacy-related issues. As a result, the Company has incurred, and expects to continue to incur, losses related to the reimbursement of clients for fraudulent transactions and other costs associated with data security incidents affecting these platforms and networks. The Company also faces cybersecurity risks relating to third parties that the Company relies upon to facilitate or enable business activities, including vendors, providers of outsourced software, services, and infrastructure, payment networks, card processors, merchants, and providers of critical infrastructure such as internet access and electrical power. While the Company performs varying degrees of cybersecurity due diligence on many of these third parties, the Company does not control third parties and our ability to monitor their cybersecurity is limited. Therefore, the Company cannot ensure that the cybersecurity measures they take will be sufficient to protect information the Company shares with them or prevent disruption arising from a cyber-attack. In addition, the existence, nature, or extent of cyber-attacks or security breaches at third parties with access to the Company’s data and systems may not be disclosed to the Company in a timely manner.

Cybersecurity risks for financial institutions have significantly increased in recent years and will likely continue to increase, in part because of the proliferation of new technologies to facilitate and conduct financial transactions and the increased sophistication and activities of organized crime affiliates, terrorist organizations, hostile foreign governments, state-sponsored actors, disgruntled teammates or vendors, hackers, activists, and other third parties, including those involved in corporate espionage. The risk of a security breach due to a cyber-attack could increase in the future due to factors such as the financial industry’s ongoing expansion of digital banking and other internet-based client offerings and the internal use of internet-based products and applications, including those that use cloud computing services; advances in AI, such as the use of machine learning, generative AI, and quantum computing by malicious actors to develop more advanced social engineering attacks on the Company or its clients, including targeted phishing and smishing attacks; the inability to maintain the security of information transmitted by financial institutions due to advances in quantum computing and other technology that may counteract or nullify existing information protections; and the acquisition and integration of new businesses. Even the most advanced internal control environment may be vulnerable to compromise. Persistent attackers may succeed in penetrating defenses given enough resources, time, and motive. The techniques used by cybersecurity threat actors change frequently and may not be recognized until launched or well after a breach has occurred.

28 Truist Financial Corporation

A successful penetration or circumvention of the security for our applications, operating systems, or infrastructure or those of third parties could cause serious negative consequences, including loss of clients and business opportunities; costs associated with maintaining client and business relationships after a cyber-attack or security breach; a loss of investor confidence; significant disruption to the Company’s operations and business; misappropriation, exposure, or destruction of the Company’s confidential, proprietary, and other sensitive information, including personal information, and the funds of the Company and its clients; damage to the Company’s or third-parties’ computers, systems, or networks; and a violation of applicable statutes and regulations, including those related to data privacy, data protection, and cybersecurity. Additional impacts include litigation exposure, regulatory fines, penalties, loss of confidence in the Company’s security measures, significant investment of management time, reputational damage, reimbursement or other compensatory costs, and additional compliance costs. Any of these consequences or impacts could adversely impact the Company’s business, operations, financial condition, results of operations, prospects, and reputation. In addition, the Company may not have adequate insurance coverage to compensate for losses from any of the foregoing, its existing insurance coverage may not continue to be available on acceptable terms or at all, and its insurers may deny coverage as to any future claims.

Cybersecurity and data-privacy risks have received heightened legislative, regulatory, and supervisory attention. Legislation and regulations on cybersecurity and data privacy, as well as related supervisory expectations, can compel us to enhance or modify our applications, systems, and infrastructure, invest in new applications, systems, and infrastructure, change our service providers, augment our scenario and vulnerability testing, and alter our business practices or our policies on security, data governance, and privacy. Any of these, in turn, can cause a significant increase in the complexity and costs of our operations and expose us to enforcement and other supervisory actions, related litigation by private plaintiffs, reputational damage, and a loss of client or investor confidence.

The Company faces risks associated with the privacy, quality, availability, and retention of key data for operational, strategic, regulatory, and compliance purposes.

The Company’s financial and regulatory reporting, public disclosures, and key business decisions are reliant on the quality, availability, and retention of data, including personal information. A control failure, for example, may lead to data breaches, data loss, data misuse, and data integrity and quality risks. These failures may result in inaccuracies in financial and regulatory reports, inhibited management decision-making, financial loss, brand and stakeholder risk, and regulatory compliance risk, including data privacy, data protection, and cybersecurity compliance risks. We also can experience enforcement and supervisory actions, damage to our reputation, and private litigation as a result of these failures.

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

Truist’s businesses are subject to complex and evolving statutes, rules, and regulations governing data privacy, data protection, and cybersecurity, particularly with respect to the privacy and protection of personal information of individuals. Individuals whose personal information may be protected by law can include the Company’s clients (and in some cases its clients’ clients), prospective clients, job applicants, teammates, and the employees of the Company’s vendors and other third parties. Complying with the statutes, rules, and regulations applicable to the Company’s disclosure, collection, use, sharing, storage, and other processing of personal information can increase operating costs, impact the development of new products or services, and reduce operational efficiency. Any mishandling or misuse of personal information by the Company or a third party affiliated with the Company could expose the Company to reputational damage, litigation, or regulatory fines, penalties, or other sanctions.

Additional risks could arise from the failure of the Company or third parties to provide adequate disclosure or transparency to the Company’s clients about the personal information collected from them and the use of such information; to receive, document, and honor the privacy preferences expressed by the Company’s clients; to protect personal information from unauthorized disclosure; or to maintain training on data privacy, data protection, or cybersecurity practices for all teammates or third parties who have access to personal information. Concerns regarding the effectiveness of Truist’s measures to safeguard personal information, or even the perception that those measures are inadequate, could cause Truist to lose existing or potential clients and negatively affect its business, financial results, and prospects. Furthermore, any failure or perceived failure by the Company to comply with applicable data privacy, data protection, or cybersecurity statutes, rules, or regulations may subject it to inquiries, examinations, and investigations that could result in requirements to modify or cease certain operations or practices, significant liabilities, or regulatory fines, penalties, or other sanctions. Any of these could damage Truist’s reputation and otherwise adversely affect its business, financial results, and financial condition.

Truist Financial Corporation 29

In recent years, well-publicized incidents involving the inappropriate disclosure, collection, use, sharing, storage, and other processing of personal information have led to expanded governmental scrutiny of practices relating to the safeguarding of personal information by companies. That scrutiny has in some cases resulted in, and could in the future lead to, the adoption of stricter statutes, rules, and regulations relating to the disclosure, collection, use, sharing, storage, and other processing of personal information. Truist will likely be subject to new and evolving data privacy, data protection, and cybersecurity statutes, rules, and regulations in the U.S. and abroad, which could result in additional costs of compliance, litigation, regulatory fines, and enforcement actions. These types of statutes, rules, and regulations could prohibit or significantly restrict financial services firms such as Truist from sharing information among affiliates or with third parties or could restrict Truist’s use of personal information when developing, offering, or marketing products or services to clients.

For more information concerning our legal and regulatory obligations with respect to data privacy, data protection, and cybersecurity, please see “Privacy, Data Protection, and Cybersecurity” in Item 1 “Business.”

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

Our industry is subject to rapid and significant technological change. To compete effectively, the Company uses new and evolving technologies, including AI, to help improve our marketing, referrals, products, services, and client service, to increase productivity for internal code and software development and testing, and to automate certain business decisions and risk management practices, such as fraud identification. The Company's use of AI is subject to risks that models, prompts, algorithms, and datasets, as well as related decisions, predictions, analysis, and other output, are flawed, inaccurate, of poor quality, insufficient, biased, or otherwise erroneous or inadequate, any of which may not be easily detectable. In addition, the models and processes relating to AI are not always transparent, which could increase the risk of unintended deficiencies. Ineffective implementation of AI by us or our third-party providers could subject us to additional risks that we cannot adequately predict or mitigate. Further, inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of AI and machine learning, could impair the acceptance and use of AI. If any of these risks are realized, we could suffer business and operational disruptions, operational inefficiencies, competitive harm, legal liability, increased regulatory scrutiny, reputational harm, or other consequences that the Company cannot predict, any of which could negatively affect the Company's financial condition and results of operations.

Regulatory and other legal frameworks surrounding AI continue to evolve and remain uncertain. If we do not have sufficient rights to use models, prompts, algorithms, and datasets on which our AI technologies rely or the related decisions, predictions, analysis, or other output, we could incur significant damages, substantial fees, deprivation of access, or considerable expense through a violation of applicable law, third-party intellectual property, privacy, or other rights, or other violations. New or changing statutes, regulations, or industry standards and practices may increase costs, restrict use cases, or require significant changes to our deployment or our existing systems and controls. If we fail to appropriately respond to changes within the AI landscape, including changing public sentiment, we could face legal, regulatory, or brand and stakeholder risk that may negatively impact our business, operations, financial results, financial condition, or reputation. In addition, the use of AI by companies has resulted in, and may in the future result in, cybersecurity breaches, attacks, and other similar incidents as well as data privacy violations.

Operational Risks

Truist relies on third parties to support key components of the Company’s business and operational infrastructure, and their failure to perform to our standards or our failure to appropriately assess and manage these relationships could adversely affect us.

Third parties support key components of the Company’s business and operational infrastructure, including certain aspects of our technology functions, and while we have implemented a third-party risk management program designed to identify, assess, monitor, and mitigate third-party risks, we do not control our third-party service providers, their actions, or their businesses. No assurance can be provided that third-party service providers will perform to our standards, adequately represent our brand, comply with applicable law, appropriately manage their own risks, including cybersecurity, remain financially or operationally viable, abide by their contractual obligations, or continue to provide us with the services that we require.

Our use of third-party service providers exposes us to the risk that such third parties may not comply with their contractual obligations to us and to the risk that we may not satisfy applicable regulatory responsibilities regarding the management and oversight of third parties. We may need to incur substantial expenses to address risks or issues with a service provider, and if such risks or issues cannot be acceptably resolved, we may not be able to timely or effectively replace the service provider due to contractual restrictions, the unavailability of acceptable alternative providers, or other reasons. In addition, a failure to appropriately assess and manage our relationships with third parties, especially those supporting significant banking functions, shared services, or other critical activities, could adversely affect Truist by resulting in potential harm to clients and any liability associated with that harm; supervisory actions, regulatory fines, penalties, or other sanctions; lower revenues and the opportunity cost from lost revenues; increased operational costs; or harm to Truist’s reputation.

30 Truist Financial Corporation

The Company is not insured against all types of losses as a result of third-party-related failures, and the insurance coverage that does exist may be inadequate to protect the Company from all resulting losses, including business or operational interruptions or increased costs of doing business.

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

Truist has policies, processes, and procedures intended to identify, assess, monitor, and mitigate risks impacting the Company and to evaluate mitigating controls in place. Our risk and control framework, however, cannot guarantee that we will adequately or effectively identify, assess, monitor, and mitigate current business, operational, or other risks, or that we will adequately or effectively identify, assess, monitor, and mitigate such risks in the future. For example, some of the Company’s methods of identifying, assessing, monitoring, and mitigating risk are based upon the Company’s use of observed market behavior and management’s judgment. These methods may not accurately predict future exposures, which could be significantly greater than historical measures indicate. Moreover, as the risks we face continue to evolve, despite our ongoing efforts to improve the design and implementation of our risk framework, those efforts may not be adequate or effective. If the Company’s risk and control framework fails to enable us to identify, assess, monitor, and mitigate the risks we face, we could suffer unexpected losses and our business, financial condition, results of operations, prospects, and reputation could be materially and adversely affected.

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

When Truist launches a new product or service (including digital offerings), introduces a new platform for the delivery or distribution of products or services (including mobile connectivity, electronic trading, and cloud computing), acquires or invests in a business or makes changes to an existing product, service, or delivery platform, it may not fully appreciate or identify new operational and compliance risks that may arise from those changes or may fail to implement adequate controls to mitigate the risks associated with those changes. Any significant failure in this regard could diminish Truist’s ability to operate one or more of its businesses or result in potential liability to clients and counterparties, increased operating expenses, or lost revenue. The Company could also experience higher compliance or litigation costs, including regulatory fines, penalties and other sanctions, reputational harm, impairment of its financial condition, regulatory scrutiny, or weaker competitive standing. Any of the foregoing consequences could adversely affect Truist’s business and results of operations.

Truist is subject to risks related to originating and selling loans, including repurchase and indemnification obligations, which may adversely affect our business, results of operations, and financial condition.

When loans are sold or securitized, including to GSEs, it is customary to make representations and warranties to the purchaser about the loans—including their quality, the manner in which they were originated and underwritten, and compliance with applicable law—and to agree to repurchase the loans or indemnify the purchaser in the event of a breach of the representations or warranties or other provisions of the sale agreement. An increase in the number of repurchase and indemnity demands from purchasers on sold loans could result in an increase in the amount of losses for loan repurchases, which may adversely affect our business, results of operations, and financial condition. Truist also bears a risk of loss from borrower defaults for multi-family commercial mortgage loans sold to FNMA.

The ability to manage these risks is expected to affect whether Truist sells and securitizes loans and receivables in the future. Other factors influencing such a decision may include the overall credit quality of its loans and receivables, the costs of selling or securitizing its loans and receivables, the demand for bulk sales and asset-backed securities, and the legal, regulatory, accounting, or tax rules affecting these transactions. In addition, proposals regarding reform to the U.S. housing finance market could impact our decisions regarding which loans should be sold or securitized in the future.

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

The Company acts as servicer for a range of assets, primarily loans in securitizations and unsecuritized loans owned by investors. As servicer for loans, the Company has certain contractual obligations to the securitization trusts, investors, or other third parties, including foreclosing on collateral that secure defaulted loans or, to the extent consistent with the applicable securitization or other investor agreement, considering alternatives to foreclosure such as loan modifications or short sales. Generally, the Company’s servicing obligations are set by contract, for which the Company receives a contractual fee. However, GSEs can amend their servicing guidelines unilaterally for certain government guaranteed mortgages, which can increase the scope or costs of the services required without any corresponding increase in the Company’s servicing fee. Federal and state laws that impose additional servicing requirements could increase the scope and cost of the Company’s servicing obligations. As a servicer, the Company also advances expenses on behalf of securitization trusts and investors, which it may be unable to collect. Any increase in servicing obligations without a corresponding increase in servicing fees or required advances of expenses that are not reimbursed could reduce liquidity and increase operational strain.

Truist Financial Corporation 31

A material breach of the Company’s obligations as servicer may result in contract termination if the breach is not cured within a specified period of time following notice, causing the Company to lose servicing income. In addition, the Company may be required to indemnify the securitization trust or other holder of the loan against losses from any failure by the Company to perform its servicing obligations or any act or omission on the Company’s part that involves willful misfeasance, bad faith, or gross negligence. For certain securitization trusts or investors and certain transactions, Truist may be contractually obligated to repurchase a loan or reimburse the securitization trust or the investor for credit losses incurred on the loan as a remedy for servicing errors with respect to the loan. Such indemnification or repurchase obligations could require significant cash outflows, reduce liquidity, and increase earnings volatility. The Company may be subject to increased repurchase or indemnity obligations as a result of claims made that the Company did not satisfy its obligations as a servicer. The Company may also experience increased loss severity on repurchases, which may require a significant increase to the Company’s repurchase reserve and negatively affect results of operations. While the number of such indemnification claims has been small, these could increase in the future.

Compliance, Regulatory, and Legal Risks

Truist is subject to extensive and evolving government regulation and supervision, which could adversely affect our business, financial condition, results of operations, and prospects.

The banking and financial services industries are highly regulated. Truist is subject to supervision, regulation, and examination by the FRB, the FDIC, the NCCOB, the SEC, the CFTC, the CFPB, FINRA, the MSRB, the NFA, and various other federal and state regulatory agencies. The regulatory and supervisory framework applicable to banking organizations is intended primarily for the protection of depositors and other customers, the DIF, and the role and stability of the U.S. financial system, rather than for the protection of shareholders and non-deposit creditors. In addition to banking statutes and regulations, Truist is subject to various other laws that directly or indirectly affect its business and operations, including the products and services it may offer and the manner in which it may offer them and its ability to make distributions to shareholders.

The regulation and supervision of Truist significantly affects the way that we conduct our business and operations. Statutes and regulations that are applicable to us, and Truist’s inability to act in certain instances without receiving prior regulatory approval, affect Truist’s lending and deposit practices, capital structure, investment practices, dividend policy, ability to repurchase common stock, ability to pursue strategic acquisitions, and other activities. Regulatory policies and supervisory expectations can have this effect as well. Changes to statutes, regulations, or regulatory policies or their interpretation or implementation by supervisors or other governmental authorities can affect Truist in substantial and unpredictable ways. We have in the past and may in the future be subject to formal or informal enforcement or supervisory actions as a result of one or more of our supervisors determining that we have failed to comply with applicable law, comport with safe and sound practices, or meet supervisory expectations. These actions, some of which are considered confidential supervisory information, can result in higher capital and liquidity requirements, higher deposit insurance premiums, higher compliance expenses, changes to our business or operations, and monetary penalties. These actions also can negatively impact the products and services that we offer and our ability to engage in business opportunities. The restrictions imposed by any of these actions could have an adverse effect on our strategy, profitability, and reputation.

Truist has elected to be treated as an FHC, which permits us to engage in a number of financial and related activities beyond banking such as securities underwriting and merchant banking. FHCs and their IDI subsidiaries are subject to ongoing requirements to continue to qualify as an FHC. If an FHC or any of its IDIs were found not to be well-capitalized or well managed as defined by applicable law, the FRB may impose corrective capital and managerial requirements on the FHC, which could impact resources and limit amounts otherwise available to creditors and shareholders. In such a situation, the FRB may also place limitations on the ability of the FHC to conduct certain business activities that FHCs are generally permitted to conduct as well as the FHC’s ability to make certain acquisitions. If the failure to meet these standards persists, the FHC may be required to divest its IDI subsidiaries or cease all activities other than those activities that may be conducted by BHCs that are not FHCs. Furthermore, if an IDI subsidiary of an FHC has not maintained a satisfactory CRA rating, the FHC would not be able to commence any new financial activities or acquire a company that engages in such activities, although the FHC would still be allowed to engage in activities closely related to banking and make investments in the ordinary course of conducting banking activities.

U.S. BHCs, including Truist, are subject to a range of prudential standards and requirements based on their size and complexity. Truist is subject to more stringent liquidity and capital requirements, leverage limits, internal and supervisory stress testing requirements, single-counterparty credit limits, resolution planning requirements, and enhanced risk management standards compared to smaller institutions, while certain larger or more complex banking organizations are subject to even more stringent prudential standards and requirements than Truist. These differing standards and requirements can put Truist at a competitive disadvantage compared to other banking organizations.

32 Truist Financial Corporation

Financial regulators’ prudential and supervisory authority gives them broad power and discretion to direct Truist’s actions, and they have assumed an active oversight, examination, and enforcement role across the financial services industry on both the federal and state levels. Areas of focus in the recent past have included fair access to banking, deposits, interest-rate risk management, commercial real estate, risk governance and controls, capital, liquidity, long-term debt requirements, consumer loan practices, data privacy, data protection, cybersecurity, overdraft and other fees, retention and recordkeeping of electronic communications, reimbursement for fraudulent transactions, and other compliance matters.

The content of the regulatory framework and the intensity of supervision have in the past and are likely in the future to vary over time based on factors such as prevailing economic and political conditions, the policy preferences of the relevant government agencies, the perceived performance of the financial services industry, the size of the company, and the jurisdiction in which a company is organized or operates. This variation has in the recent past and may in the future be frequent and volatile. In times of heightened legislative, regulatory, or supervisory focus on the financial services industry, the Company and other large financial institutions are subject to increased scrutiny, more intense supervision and regulation, and more supervisory findings and actions, with increased operational and compliance costs as well as impacts on business and geographic expansion and acquisitions. The financial services industry also has faced and may continue to face varying degrees of enforcement of laws at federal, state, and local levels—particularly in connection with business and other practices that may harm or appear to harm consumers or affect the financial system more broadly.

Truist expects to remain subject to extensive regulation and supervision. Our regulatory and supervisory environments, whether at federal, state, or local levels, are not static. No assurance can be given that applicable laws and policies will not be amended or construed differently, that new laws and policies will not be adopted, or that any of these laws and policies will not be enforced more aggressively, including as a result of changes to control of branches of the U.S. government. Moreover, political and policy goals of elected and appointed officials may change over time, which could impact the rulemaking, supervision, examination, and enforcement priorities of federal and state regulators. It is possible that expected changes in law and policy do not occur or are reversed subsequently or that the regulatory measures ultimately adopted deliver fewer or no competitive advantages to us and significant competitive advantages to financial services providers that are larger or smaller, are structured differently, or serve different markets than us. Truist could become subject to future legislation and regulatory requirements beyond those currently proposed, adopted, or contemplated in the U.S. or abroad, including limits on acquisitions, more stringent capital and liquidity requirements, and policies and rulemaking related to emerging technologies such as stablecoins and digital assets, cybersecurity, and AI and data. The cumulative effect of such legislation and regulations on Truist’s business, operations, and profitability cannot be accurately predicted, but any of these impacts would likely necessitate changes to Truist’s existing regulatory compliance and risk management infrastructure and could result in increased compliance costs. Such legislation and regulation also may reduce Truist’s revenues, limit the types of financial services and products it may offer, alter the investments it makes, affect the manner in which it operates its businesses, increase its litigation and regulatory costs, and enhance the ability of nonbanks to offer competitive financial services and products. Further, our noncompliance with applicable laws, whether as a result of changes in interpretation or enforcement, system or human errors, or otherwise and, in some cases, regardless of whether noncompliance was inadvertent, can result in the suspension or revocation of authority to conduct business operations and in the initiation of supervisory actions, enforcement proceedings, or private litigation.

Truist also relies upon third parties who may expose the Company to compliance and legal risk.

The Company may incur damages, fines, and penalties and face other negative consequences from supervisory actions and regulatory or other legal violations, including inadvertent or unintentional violations.

Truist’s compliance risks relate to a wide variety of statutes, rules, regulations, and other laws spanning its lines of business, corporate functions, and jurisdictions, including risks related to financial products and services, relationships and interactions with clients, teammate activities, anti-money laundering compliance, trading activities, and market conduct. Compliance risk is also inherent in Truist’s fiduciary activities, including applicable requirements to act in the best interest of fiduciary clients and to treat fiduciary clients fairly.

Truist maintains systems and procedures designed to support its compliance with applicable statutes, regulations, and other laws, but there can be no assurance that these systems and procedures will be effective. In addition to fines and penalties, the Company may suffer other negative consequences from supervisory actions and regulatory violations, including restrictions on certain activities and damage to the Company’s reputation, which in turn might adversely affect the Company’s business and results of operations.

Truist Financial Corporation 33

Federal and state law grants substantial enforcement and supervisory powers to federal and state regulators and law enforcement agencies if they determine that regulated entities have failed to comply with applicable law, comport with safe and sound practices, or meet supervisory expectations. This enforcement and supervisory authority includes the ability to assess significant civil or criminal monetary penalties, fines, or restitution; to issue cease and desist or removal orders; to issue formal and informal enforcement orders; and to initiate injunctive actions against banking organizations and institution-affiliated parties. Additionally, actual or alleged misconduct by teammates, including unethical, fraudulent, improper, or illegal conduct, or unfair, deceptive, abusive, or discriminatory practices, can result in litigation, government investigations, and enforcement actions and cause significant reputational harm to Truist, even if allegations are ultimately unsubstantiated. In addition, governmental authorities have, at times, sought criminal penalties against companies in the financial services sector for violations, and, at times, have required an admission of wrongdoing, criminal pleas, or other extraordinary terms from financial institutions in connection with resolving such matters. Criminal convictions or criminal pleas or admissions of wrongdoing in a settlement with the government can lead to greater exposure in civil litigation, reputational harm, and other significant collateral consequences, such as restrictions on engaging in new activities or acquisitions, loss of clients, restrictions on the ability to access the capital markets, and the inability to operate certain businesses or offer certain products for a period of time.

The Company is regularly subject to regulatory investigations, examinations, and other initiatives by governmental authorities that, if adversely determined against the Company, may subject us to litigation, settlements, fines, penalties, or other sanctions and may require us to engage in remediation, provide restitution to clients, restructure our operations and activities, or cease offering certain products or services. Any of these potential outcomes could harm the Company’s business, financial condition, results of operations, prospects, or reputation or could result in collateral or ancillary consequences. In addition, our exposure to legal and regulatory matters can be unpredictable and could, in some cases, exceed the Company’s accruals for those matters.

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

In the ordinary course of its business, the Company is subject to lawsuits, claims, and formal and informal enforcement activity, including regulatory investigations, either directly or indirectly through our ownership interests in other entities. The volume of legal proceedings against participants in the financial services industry, including the Company, is substantial, and enforcement actions by regulatory authorities can vary with the regulatory environment. Legal proceedings against financial services firms may increase depending on factors such as prevailing economic and political conditions, the policy preferences of the relevant government agencies, and changes in law.

Heightened regulatory scrutiny or the results of an investigation or examination may lead to additional regulatory investigations or enforcement actions. Those actions could result in regulatory settlements or enforcement orders against Truist. Furthermore, a single event involving a potential violation of law may give rise to numerous and overlapping investigations and proceedings by multiple federal and state agencies and officials. In addition, if one or more financial institutions are found to have violated a law relating to certain business activities, this could lead to investigations by regulators or other governmental agencies of the same or similar activities by other financial institutions, including Truist, and large fines and remedial measures that may have been imposed in resolving earlier investigations for the same or similar activities at other financial institutions may be used as the basis for future settlements.

Truist can also be subject to lawsuits, claims, and enforcement activity indirectly through its ownership of interests in other entities. These other entities can themselves be subject to government regulation, supervision, and examination, and determinations that they have failed to comply with applicable law, comport with safe and sound practices, or meet supervisory expectations could have negative consequences for Truist, including a decrease in the value of Truist’s investment in the other entity, damage to Truist’s reputation from being an owner or otherwise associated with the other entity, or a requirement for Truist and the other owners to contribute funds to pay for judgments, settlements, fines, or client redress arising from the lawsuits, claims, or enforcement activity. In addition, these determinations could lead to lawsuits, claims, or enforcement activity directly against the owners of the other entity, including Truist.

Claims and legal actions, including class action lawsuits and enforcement proceedings, could involve large monetary amounts and significant defense costs and could result in settlements, judgments, or orders that include penalties, fines, injunctions, or other forms of relief that are adverse to the Company. Responding to inquiries, investigations, lawsuits, and other proceedings is time-consuming and expensive and can divert management attention from Truist’s business and operations.

The outcome of any claims and legal actions, as well as the timing of any ultimate resolutions, may be difficult to predict or estimate. Actual legal and other costs arising from claims and legal actions may be greater than the Company’s accruals. Further, the Company may not have accruals for all claims and legal actions where we face a risk of significant loss. The ultimate resolution of a pending claim or legal action could adversely affect the Company’s results of operations and financial condition or cause significant reputational harm, which may adversely impact the Company’s business and prospects. Further, the Company may be exposed to substantial uninsured liabilities, which could adversely affect the Company’s results of operations and financial condition. Refer to the “Legal Proceedings and Other Legal Matters” section in “Note 16. Commitments and Contingencies” for additional information.

34 Truist Financial Corporation

Regulatory capital and liquidity standards applicable to large banking organizations and future revisions to existing standards may negatively impact our business, financial results, financial condition, growth, profitability, or our ability to return capital to shareholders.

Truist and Truist Bank are subject to risk-based and leverage regulatory capital requirements, which are established by the FRB for Truist and by the FDIC for Truist Bank. Failure of an FHC or an IDI to be well-capitalized as defined by applicable law or to meet minimum capital requirements can result in enforcement and other supervisory actions and have a significantly adverse impact on the institution’s business and operations. Certain BHCs and their bank subsidiaries, including Truist and Truist Bank, are subject to a minimum LCR and NSFR.

The U.S. risk-based regulatory capital rules are based on the Basel Framework developed by the BCBS for strengthening the regulation, supervision, and risk management of banks as well as certain provisions of the Dodd-Frank Act. These rules prescribe minimum capital levels and allow the FRB and the FDIC to impose incremental capital requirements on a banking organization based on its size, complexity, or risk profile to enhance its ability to operate in a safe and sound manner. In several instances, the U.S. banking agencies have applied stricter capital and liquidity standards to U.S. banking organizations.

Requirements to maintain specified levels of capital and liquidity and regulatory expectations as to the quality of the Company’s capital and liquidity may prevent the Company from taking advantage of opportunities in the best interest of shareholders or force the Company to take actions contrary to their interests. For example, Truist may be required to take steps to increase its capital, increase its investment security holdings, or otherwise change aspects of its capital or liquidity measures, including in ways that could be dilutive to shareholders or could limit our ability to pay or increase dividends or to engage in share repurchases. In addition, these requirements may impact the amount and type of loans the Company is able to make. Truist may also be constrained in its ability to expand, either organically or through mergers and acquisitions. These requirements may cause the Company to sell or refrain from acquiring assets where the capital requirements appear inconsistent with the assets’ underlying risks. In addition, liquidity standards require the Company to maintain holdings of highly liquid investments, thereby reducing the Company’s ability to invest in less liquid assets, even if more desirable from a balance sheet return or interest rate risk management perspective. As a Category III banking organization, Truist is subject to additional capital and liquidity requirements. For example, Truist is subject to a requirement to submit capital plans to the FRB for review that include, among other things, projected dividend payments and repurchases of capital stock. As part of the capital planning and stress testing processes, our planned capital actions are assessed against our projected ability to satisfy applicable capital requirements under a hypothetical scenario reflecting severe stress in the broader economy. If we are projected to fail to satisfy applicable capital requirements over the stress test horizon, including the SCB, our ability to undertake capital actions may be restricted.

In addition to the regulatory capital and liquidity requirements applicable to Truist and Truist Bank, the Company’s broker-dealer subsidiaries are subject to capital requirements established by the SEC. Regulatory capital and liquidity requirements receive periodic review and revision by the BCBS and the U.S. banking agencies.

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

Because prudential standards and requirements are typically based on the size and complexity of the firm, large institutions, such as the Company, often are subject to more stringent regulatory requirements and supervision than smaller and less complex institutions. Changes in capital requirements, including any easing of capital requirements for our larger bank competitors, may result in increased competition and challenge our ability to execute on our growth strategies and branch expansion.

Competition is arising from limited purpose banks and nonbanks involved in digital assets, stablecoins, cryptocurrencies, tokenization, and similar products, services, and technologies that enable financial services and transactions without or with less intermediation by commercial banks. Stablecoins, digital assets, and distributed ledger technologies are being designed to enable lower-cost payments and transactions, with quicker settlement, that may shift deposits, lending, and payment flows to limited purpose banks and nonbanks. These limited purpose bank and nonbank competitors may not be subject to banking regulation, may be subject to less stringent regulation, or may be supervised by a federal or state regulatory agency that does not have the same regulatory priorities or supervisory requirements as the Company’s regulators. These differences in regulation can impair the Company’s ability to compete effectively with competitors that are less regulated and do not have similar compliance costs.

Actions or initiatives by federal and state governmental authorities, including the U.S. banking agencies, may also provide competitors with increased opportunities to derive competitive advantages and may create new competitors. These actions or initiatives may include more accommodative positions on the processing and approval of traditional bank charters and deposit insurance, expanded access to the banking and payments systems through the approval of competitors, including competitors with novel business models, to hold specialized charters, or more accommodative positions on novel activities performed by banks or nonbanks.

Truist Financial Corporation 35

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

Truist must comply with statutes and regulations relating to anti-money laundering, economic sanctions, embargo programs, anti-bribery, and anti-corruption, which increases the risk of non-compliance with applicable law and costs associated with the implementation and maintenance of complex compliance programs. The rapid evolution of technology, including the growth of digital assets, stablecoins, cryptocurrencies, tokenization, and blockchain and other distributed ledger technologies, introduce additional challenges to traditional client due diligence, transaction monitoring, and suspicious activity reporting required by applicable law. The BSA, as amended by the Patriot Act, and its implementing regulations require financial institutions, including IDIs such as Truist Bank, broker-dealers, and other financial institutions, to develop and implement BSA/AML compliance programs that detect and report financial crimes. The BSA and its implementing regulations also strengthen the ability of U.S. law enforcement agencies and the intelligence community to disrupt and prevent money laundering, the financing of terrorism, and related crimes. In addition, U.S. persons, including entities like Truist, must comply with sanctions programs administered by OFAC and the U.S. Department of State. These sanctions programs prohibit, among other things, financial transactions involving certain individuals, entities, countries, and territories that are the subject of U.S. economic sanctions and impose other restrictions on certain investments and dealings, including requirements to block assets.

Federal law grants substantial enforcement powers to U.S. banking agencies, FinCEN, OFAC, the U.S. DOJ, and other government agencies with respect to BSA and OFAC compliance, including through examination and ongoing monitoring. This enforcement authority includes the ability to assess significant civil and criminal monetary penalties, fines, and restitution; to issue cease and desist or prohibition orders; to initiate injunctive actions against financial institutions and institution-affiliated parties; and to impose restrictions on business, including bank and BHC mergers and acquisitions. These enforcement actions may be initiated for violations of statutes and regulations or for unsafe and unsound practices and could result in substantial negative shareholder reaction, reputational damage, and adverse effects on our financial condition and results. Given the rapid development and cross-border nature of these criminal activities that are enabled by evolving technologies, any failure to adapt and modernize our BSA/AML compliance program, processes, and procedures may result in material compliance gaps, adverse enforcement actions, and civil and legal penalties.

Strategic Risks

Ineffective execution of strategic initiatives could adversely affect investor sentiment and the Company’s business, financial condition, results of operations, prospects, and reputation.

There is no guarantee that our strategic initiatives, including initiatives to drive focused growth, deepen relationships with clients, increase client acquisition, and enhance digital engagement with clients, will be successful and improve profitability or allow us to return capital to shareholders. Our execution of strategic initiatives may be impacted by internal factors, such as maintaining a level of earnings appropriate to support growth objectives, the ability to maintain dividends in various economic cycles, or the successful delivery of innovation and technology strategies. In addition, the execution of our strategies may be impacted by our response to external factors, including geopolitical, macroeconomic, social, cultural, competitive, and regulatory factors. To the extent we are impeded or unable to execute effective strategic initiatives, our business, results of operations, financial condition, prospects, and reputation could be adversely affected.

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

Truist operates in a highly competitive industry that is expected to become even more competitive with growth in areas such as digital financial service providers and other nonbank platforms. In many cases, Truist competes against larger banks with greater scale and deposits than Truist. These advantages can enable competitors to more aggressively price, reduce costs, and invest in new technology. Increased competition also arises from technological advancements, legislative and regulatory changes, as well as competition from other financial services companies, some of which may be subject to less extensive regulation than Truist. The Company’s success depends, in part, on the Company’s ability to adapt its offering of products and services to evolving industry standards and client expectations, including with respect to digital offerings and assets, such as stablecoins, cryptocurrencies, and tokenized assets more broadly. The widespread adoption of new technologies has required and will continue to require substantial investments to modify existing products and services or to develop new products and services. In addition, there is increasing pressure to provide products and services at lower prices further reducing contribution margins. The Company may not be successful in introducing new products and services in response to industry trends or developments in technology or those new products may not achieve market acceptance.

36 Truist Financial Corporation

Truist also competes with nonbank companies and, in some cases, with companies other than those traditionally considered financial sector participants. In particular, fintechs are increasingly focusing on the financial sector, either in partnership with competitor banking organizations or on their own, including potentially through limited-purpose bank or trust company subsidiaries, and competition from such companies has grown in recent years and is expected to continue growing. In some cases, fintechs have and may continue to offer bank-like products. These companies generally are not subject to the same regulatory oversight as main street financial institutions and may accordingly realize certain cost efficiencies and offer bank and bank-like products and services at more favorable rates and with greater convenience to the client. This competition could result in the loss of clients, deposits, and revenue in areas where fintechs are operating. As the pace of technology and change advance, continuous innovation is expected to exert long-term pressure on the financial services industry.

The adoption of new technologies by competitors, including internet banking services, mobile applications, advanced ATM functionality, digital assets, tokenization, stablecoins and cryptocurrencies, and similar products, services, and technologies that enable financial services and transactions without or with less intermediation by commercial banks, is likely to require the Company to make substantial investments to modify or adapt the Company’s existing products and services or even radically alter the way Truist conducts business. These and other capital investments in the Company’s business may not produce expected growth in earnings anticipated at the time of the expenditure. If we are unable to successfully adopt and implement new technologies in a way that meets customer and industry demand, we may lose market share or deposits, including as a result of financial disintermediation.

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

We may from time to time seek to acquire other financial-services companies or businesses. Acquisitions involve numerous risks and uncertainties, including inaccurate financial and operational assumptions, incomplete or failed due diligence, lower than expected performance or synergies, higher than expected costs, difficulties related to integration, diversion of management’s attention from other business activities, adverse market or other reactions, changes in relationships with clients or counterparties, the potential loss of key personnel, and the possibility of litigation and other disputes. An acquisition also could be dilutive to our existing shareholders if we were to issue common stock to fully or partially pay or fund the purchase price. We, moreover, may not be successful in identifying appropriate acquisition candidates, integrating acquired companies or businesses, or realizing expected value from acquisitions. There is significant competition for valuable acquisition targets, and we may not be able to acquire other companies or businesses on attractive terms. No assurance can be given that we will pursue future acquisitions, and our ability to grow and successfully compete may be impaired if we choose not to pursue or are unable to successfully make acquisitions.

Under the BHCA, a BHC may not directly or indirectly acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any BHC or bank or merge or consolidate with another BHC without the prior approval of the FRB. The BHCA and other federal laws enumerate the factors the FRB must consider when reviewing the merger of BHCs, the acquisition of banks, or the acquisition of voting securities of a bank or BHC. These factors include the competitive effects of the transaction in the relevant geographic markets; the financial and managerial resources and future prospects of the companies and banks involved in the transaction; the effect of the transaction on the financial stability of the U.S.; the organizations’ compliance with anti-money laundering statutes and regulations; the convenience and needs of the communities to be served; and the records of performance under the CRA of the IDIs involved in the transaction. In addition, U.S. regulators must take systemic risk to the U.S. financial system into account when evaluating whether to approve a potential acquisition transaction involving a large financial institution like Truist. There is no certainty as to when or if or on what terms and conditions any required regulatory approvals will be granted for any potential acquisition. In specific cases, Truist may be required to divest certain operations, including branches, or take other actions as a condition to receiving regulatory approval. The standards by which bank and financial institution acquisitions are evaluated may be subject to change, and it may be unclear how revised guidelines and frameworks for reviewing such acquisitions will be applied. Refer to the “Regulatory and Supervisory Considerations” section in “Item 1. Business” for additional details related to other factors and limitations related to potential BHC acquisitions. An inability to satisfy other conditions necessary to consummate an acquisition transaction, such as third-party litigation, a judicial order blocking the transaction, or lack of shareholder approval, could also prevent the Company from completing an announced acquisition.

Truist Financial Corporation 37

In addition, we may decide to divest certain businesses or assets. Divestitures of businesses involve a number of risks, including significant costs and expenses, and any divestiture we undertake could adversely affect our business, financial condition, results of operations, and cash flows. Divestitures may involve significant uncertainty and execution complexity, which may cause us not to achieve our strategic objectives, realize expected cost savings, or obtain other benefits from the divestiture. The significant risks and uncertainties involved in divestitures may include:

•the inability to sell such businesses or assets at satisfactory prices and terms and in a timely manner, including potentially long and costly sales processes and unsuccessful attempts by a buyer to receive required regulatory approvals, satisfy other conditions to closing, or obtain equity or debt financing in order to satisfy its payment obligations related to the transaction,

•disruption to other parts of our business and distraction of management,

•loss of key teammates or clients,

•exposure to contingencies, including, among other things, those arising from representations and warranties made to a buyer regarding the businesses being sold, or

•ongoing obligations to support the businesses following such divestitures, including through transition services arrangements, and other adverse financial impacts.

Whether such divestitures are completed or not, their pendency could have a number of negative effects on our current business, including potentially disrupting our regular operations and diverting the attention of our workforce and management team. Divestitures could also disrupt existing business relationships, make it harder to develop new business relationships, or otherwise negatively impact the way that we operate our business. If a divestiture transaction is terminated before it is consummated, the payment of a termination fee by the purchaser may not fully compensate us for our losses.

Truist has businesses other than banking that are subject to a variety of risks that may affect our financial condition and results of operations.

Truist is a diversified financial services company. This diversity subjects the Company’s earnings to a broader variety of risks and uncertainties. Other businesses in addition to banking that the Company operates include investment banking, securities underwriting and market making, loan syndications, investment management and advice, and retail and wholesale brokerage services offered through the Company’s subsidiaries. These businesses entail significant market, operational, credit, compliance, technology, legal, and other risks that could adversely impact the Company’s financial condition and results of operations.

Risks Related to Estimates and Assumptions

Truist’s business and operations rely significantly on the use of models, and any deficiencies in the design, implementation, or use of models could adversely affect our business, results of operations, and financial condition.

Truist relies on models to measure risks, estimate certain financial values, and inform certain business decisions, including AI models. Models may be used in such processes as determining the pricing of various products, grading loans and extending credit, measuring interest rate and other market risks, predicting or estimating losses, assessing capital adequacy and calculating economic and regulatory capital levels, as well as estimating the value of financial instruments and balance sheet items.

Models involve significant judgment and have inherent limitations. Poorly designed, implemented, monitored, used, or interpreted models have in the past and may in the future negatively affect our business and results of operations. For example, models can be ineffective due to erroneous or inadequate data, flawed formulas or algorithms, limited or inapt historical patterns, changes in correlations, extreme or unanticipated market movements, or unexpected client behavior or illiquidity, especially during severe market downturns or stress events (e.g., geopolitical or pandemic events). Also, information Truist provides to the public or to its regulators based on poorly designed, implemented, or incorrectly used models could be inaccurate or misleading. Certain decisions that the regulators make, including those related to capital distributions to Truist’s shareholders, could be adversely affected due to the perception of insufficient model quality or incorrect model use.

Truist employs estimates and assumptions to determine the value or amount of many of our assets and liabilities, and if these estimates or assumptions prove inaccurate, our business, financial condition, results of operations, and prospects could be adversely affected.

Accounting policies and processes are fundamental to how the Company records and reports its financial condition and results of operations. Some of these policies require the use of estimates and assumptions that may affect the value of the Company’s assets or liabilities and financial results. Several of the Company’s accounting policies are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If assumptions or estimates underlying the Company’s financial statements are incorrect or are adjusted periodically, the Company may experience material losses.

38 Truist Financial Corporation

Management has identified certain accounting policies as being critical because they require management’s judgment to ascertain the valuations of assets, liabilities, commitments, and contingencies. A variety of factors could affect the realization of income and expense or the recognition of assets and liabilities in the Company’s financial statements. Truist has established policies and procedures that are intended to provide for these critical accounting estimates and judgments to be well-controlled and applied consistently. In addition, the policies and procedures are intended to establish a process for changing methodologies in an appropriate manner. Due to the uncertainty surrounding the Company’s judgments and the estimates pertaining to these matters, the Company cannot guarantee that adjustments to accounting policies or restatement of prior period financial statements will not be required.

Further, from time to time, the FASB and SEC adopt new accounting standards or change existing financial accounting and reporting standards that govern the preparation of the Company’s financial statements. In addition, accounting standard setters and those who interpret the accounting standards may change or even reverse their previous interpretations or positions on how these standards should be applied. Changes in financial accounting and reporting standards and changes in current interpretations may be beyond the Company’s control, can be hard to predict, and could materially affect how the Company reports its financial results and condition. In some cases, the Company could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements.

Depressed market values for the Company’s stock and adverse economic conditions sustained over a period of time may require the Company to write down all or some portion of the Company’s goodwill.

Goodwill is periodically tested for impairment by comparing the fair value of each reporting unit to its carrying amount. If the fair value is greater than the carrying amount, then the reporting unit’s goodwill is deemed not to be impaired. The fair value of a reporting unit is impacted by, among other factors, the reporting unit’s expected financial performance and susceptibility to adverse economic, regulatory, and legislative changes. The Company incurred a $6.1 billion non-cash, nondeductible goodwill impairment charge for the year ended December 31, 2023 based on the carrying values of certain reporting units being in excess of their respective fair values. Future adverse changes in economic conditions or expected financial performance, a sustained decrease in Truist’s stock price, a decline in industry peer multiples, an increase in the applicable discount rate, or a deterioration in a reporting unit’s forecast may cause the fair value of a reporting unit to be below its carrying amount, resulting in an additional goodwill impairment charge. The estimated fair values of the individual reporting units are assessed for reasonableness by reviewing a variety of indicators, including comparing these estimated fair values to the Company’s market capitalization over a reasonable period of time. While this comparison provides some relative market information about the estimated fair value of the reporting units, it is not determinative and needs to be evaluated in the context of the current economic environment. However, significant and sustained declines in the Company’s market capitalization could be an indication of potential goodwill impairment. Refer to the “Critical Accounting Policies” section in MD&A for additional details related to the Company’s intangible assets and goodwill.

Additional Risks

Negative public opinion, whether or not warranted, could damage the Company’s brand in the market and relationships with stakeholders, and adversely impact our business, financial condition, results of operations, and prospects.

Truist’s earnings, capital, and stock price are subject to risks associated with negative public opinion. Negative public opinion could result from the Company’s actual or alleged conduct or activities, including lending, sales, training, quality assurance, client complaint resolution, and other operating practices, incentive compensation design and governance, corporate governance, acquisitions, the disclosure, collection, use, sharing, storage, and other processing of client or teammate information, client expectations regarding any product or service provided by the Company, and the Company’s ability to comply with applicable statutes or regulatory requirements or related to new or changed business activities. There can be no assurance that the Company’s conduct and activities will meet regulatory or other stakeholders’ standards or expectations. Negative public opinion could result based on allegations that are factually incorrect or arise from isolated incidents.

In addition, the public perception that a cyber-attack on the Company’s systems has been successful, whether or not this perception is correct, may damage the Company’s reputation with clients and third parties with whom the Company does business. Any cybersecurity breaches, attacks, and other similar incidents, including the compromise of personal information, could significantly harm Truist’s reputation, which could adversely affect the Company’s financial condition and results of operations.

Negative public opinion could also result from heightened and differing stakeholder expectations regarding environmental and social considerations that may affect Truist and clients of Truist. Standards and expectations relating to environmental and social matters are evolving and often inconsistent across regulators, investors, clients, and other stakeholders. Actions taken by the Company in these areas may be viewed favorably by some groups and criticized by others, creating tradeoffs that increase compliance, legal, and regulatory risk or cause reputational harm.

Truist Financial Corporation 39

The proliferation of social media and the speed at which information spreads on social media may increase the likelihood that negative public opinion from any real or perceived events relating to the Company could impact our reputation and business. Negative public opinion could adversely affect the Company’s ability to attract and retain clients and teammates and can result in litigation and regulatory actions. Actual or alleged conduct by one of the Company’s businesses can result in negative public opinion about the Company’s other businesses. Actual or alleged conduct by another financial services company can result in negative public opinion about the financial services industry in general and, as a result, adversely affect Truist.

Our efforts to identify, measure, and monitor brand and stakeholder risk and communicate, internally and externally, such risks to key stakeholders may be ineffective, untimely, or otherwise result in adverse effects on the Company.

We could be harmed by an inability to attract, develop, retain, and motivate qualified teammates while effectively managing recruiting and compensation costs amid highly competitive and rapidly changing market conditions.

The Company’s success depends, to a large degree, upon the continued services of executive officers and other key teammates who have extensive experience and expertise in the industry, and the Company’s ability to attract, develop, and retain high performing and well-qualified teammates, particularly those in critical, high-demand roles or possessing specialized skills. The Company faces significant competition in the recruitment of highly motivated teammates who can deliver Truist’s purpose, mission, and values. Changes in Truist’s expectations regarding workstyles and teammate preferences for work environments, including the desire of some teammates to work remotely for some or all of their hours, have been associated with and may continue to be associated with challenges in attracting and retaining teammates. The Company’s business or its ability to execute its strategic initiatives may suffer due to the loss of key or highly-skilled teammates or a failure to successfully transition key roles; if the Company is unable to recruit, develop, or retain a sufficient number of qualified teammates; or if the costs of teammate compensation or benefits increase substantially. The U.S. banking agencies have jointly issued comprehensive guidance to support incentive compensation policies and practices that do not undermine the safety and soundness of banking organizations by encouraging teammates to take imprudent risks. This guidance significantly affects the amount, form, and other terms of incentive compensation that may be provided to teammates and could negatively affect Truist’s ability to compete for talent relative to nonbanking companies or those with different applicable regulations.

In addition, advances in technology, such as automation and AI, may lead us to modify our workforce strategy. This could require Truist to invest in additional teammate training, manage impacts on morale and retention, and compete for candidates who possess more advanced technological skills, all of which could have a negative impact on Truist’s business and operations.

The Company relies on its ability, and the ability of key external parties, to maintain appropriately staffed workforces and on the competence, trustworthiness, health, and safety of teammates.

Truist’s ability to operate its businesses efficiently and profitably, to offer products and services that meet the expectations of its clients, and to maintain an effective risk management framework is highly dependent on its ability to staff its operations appropriately and on the competence, integrity, health, and safety of its teammates. Truist is similarly dependent on the workforces of other parties which support its operations, including vendors and other service providers. Changes in law in jurisdictions in which our operations are located that affect teammates may also adversely affect our ability to hire, develop, and retain qualified teammates in those jurisdictions. In addition, the Company’s business could be adversely impacted by a significant operational breakdown or failure, theft, fraud, or other unlawful conduct, or other negative outcomes caused by human error or misconduct by a teammate of Truist or a teammate of another party which supports Truist’s operations. Truist’s operations could also be impaired if the measures taken by it or by governmental authorities to support the health and safety of its teammates are ineffective, or if any external party which supports Truist fails to take appropriate and effective actions to protect the health and safety of its teammates.

40 Truist Financial Corporation

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

Increased and evolving activity perpetrated by bad actors intending to defraud, misappropriate property, or circumvent the law using different channels, products, and means may outpace and outmaneuver the Truist control environment and monitoring activities impacting clients, teammates, and stakeholders. Fraud attacks in the banking sector have surged in recent years, driven by increasingly sophisticated and rapid techniques. Many bad actors, often linked to large criminal organizations, share strategies to execute schemes, such as debit and credit card fraud, peer-to-peer payment fraud, counterfeit checks, social engineering attacks (such as phishing and smishing), and ATM skimming, and recent advances in AI may make it easier to engage in such schemes and more difficult to detect fraud. Fraudulent schemes exploit products like real-time payments, ACH, and wire transfers to steal funds. Fraudsters impersonate legitimate clients using stolen identities, employ other individuals to interact with Truist, or create fraudulent identities. In some cases, fraud is even committed by existing clients. The increasing sophistication of AI technologies poses heightened risk of identity fraud as malicious actors may exploit AI to create convincing false identities or manipulate verification processes. A failure to detect, prevent, and address fraud has in the past and could in the future result in financial loss to the Company or its clients, loss of confidence in the Company’s security measures, client dissatisfaction, litigation exposure, regulatory investigations, fines, penalties or intervention, reimbursement, or other compensatory costs (including the costs of credit monitoring services), additional compliance costs, and harm to the Company’s reputation, all of which could adversely affect the Company.

Physical, transition, and other risks associated with climate change, together with governmental responses to such risks, may negatively impact our business, financial condition, operations, reputation, and clients.

Climate change presents physical risks from the direct impacts of changing climate patterns and acute weather events, such as damage to physical assets and service disruptions, and transition risks from changes in regulations, disruptive technologies, and shifting market dynamics towards a lower-carbon economy. The physical risks of climate change include discrete events, such as flooding, hurricanes, tornadoes, and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, and more frequent and prolonged drought. Physical risks may alter the Company’s strategic direction in order to mitigate certain financial risks. Such events could also disrupt the Company’s operations or those of its clients or third parties the Company relies on, not only through direct damage to assets, but also from indirect impacts due to supply chain disruption and market volatility. Physical risks ultimately could result in declines in asset values (which could be exacerbated by specific portfolio or geographic concentrations), reduced availability and therefore increased costs of insurance for our clients and third parties, interruptions of supply chains and business operations, and population migration or depressed economies and increased unemployment in affected regions, any or all of which could result in increased credit risk to Truist or have other negative impacts.

Transition risks, including changes in consumer preferences, longer-term shifts in market dynamics, changes in or additional regulatory requirements or taxes, and additional counterparty or client requirements, could have an adverse impact on asset values and the financial performance of Truist’s businesses, and those of its clients, and could be exacerbated in specific industries that may be more sensitive or vulnerable to a transition to a lower-carbon economy. Climate change could also present incremental risks to the execution of the Company’s long-term strategy. While material impact from climate change is expected to occur over a longer time horizon, the acceleration of a transition to a lower-carbon economy could present idiosyncratic risks for individual companies. Additionally, transitioning to a lower-carbon economy will entail extensive policy, legal, technology, and market initiatives. Transition risks could result in the sudden devaluation of assets, increased costs for energy and operations, and therefore could have unforeseen and negative consequences on business models for us, our clients, and other third parties.

Governments have been focused on the effects of climate change and environmental issues, and how they act to mitigate related risks could have an adverse effect on our business and financial results. This focus could ultimately result in legislation or regulations that could, among other things: directly or indirectly compel us to alter our businesses or operations in ways that would be detrimental to our results of operations and prospects; negatively impact our capital plans; or cause us to incur additional capital, compliance, and other costs.

Additionally, the Company faces potential brand and stakeholder risks as a result of its practices related to climate change, including as a result of the Company’s direct or indirect involvement, or lack of involvement, in certain industries, in particular those involved in fossil fuels, as well as any decisions management makes in response to managing climate risk, especially as views on climate-related matters become subject to increased polarization. Conflicting state-level regulation, including with respect to fair access laws, could increase Truist’s compliance costs or risks of non-compliance. Further, there is increased scrutiny of climate change-related policies, goals, and disclosures, which could result in litigation and regulatory investigations and actions or reputational damage. Truist may incur additional costs and require additional resources as it evolves its strategy, practices, and related disclosures with respect to these matters.

Truist Financial Corporation 41

Natural disasters, pandemics, extreme weather events, and other catastrophic events could adversely affect our financial condition and results of operations.

Natural disasters, pandemics, extreme weather events, and other catastrophic events, as well as government actions or other restrictions in connection with such events, could adversely affect the Company’s financial condition and results of operations. The frequency and severity of natural disasters, pandemics, extreme weather events, and other catastrophic events could interrupt Truist’s operations, damage facilities, impair technology and data availability, disrupt third parties and service providers, or limit client access to services. Such events may also strain critical dependencies, including power, telecommunications, transportation, and workforce ability, and reduce loan performance or collateral values. Truist has significant operations and clients along the Gulf and Atlantic coasts as well as other regions of the U.S., which could be adversely impacted by hurricanes, wildfires, flooding, tornadoes, and other severe weather. Rising insurance costs, as well as decreasing insurance provider options and insurance program coverage resulting from natural disasters, extreme weather events, and other catastrophic events could also lead to population migration, or the weakening of economic conditions in certain regions. These events could reduce the Company’s earnings and cause volatility in the Company’s financial results and have an adverse effect on the Company’s business, financial condition, and results of operations. While Truist maintains an enterprise resilience program and other safeguards designed to mitigate the impact of natural disasters, pandemics, extreme weather events, and other catastrophic events, no resilience measures can fully eliminate risk or assure uninterrupted operations during such events.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None to be reported.

42 Truist Financial Corporation

ITEM 1C. CYBERSECURITY

The following is a discussion of Truist’s cybersecurity risk management strategy and governance. Refer to “Item 1A. Risk Factors” for information on risks from cybersecurity threats and the “Risk Management” section in MD&A for additional discussion on Truist’s technology risk management.

Cybersecurity risk management and strategy

Like other financial services firms, Truist faces an increasingly complex and evolving cybersecurity threat environment. We maintain a risk-based cybersecurity framework that is a part of our ERM framework. Our cybersecurity framework utilizes people, processes, and systems to identify, assess, monitor, mitigate, and otherwise address material risks from cybersecurity threats, and Truist seeks to adapt and refine its risk mitigation activities and capabilities based on the cybersecurity risks identified through this framework.

Foundationally, our cybersecurity framework is based on the Cyber Risk Institute Cyber Profile, which tailors the National Institute of Standards and Technology Cybersecurity Framework for the financial sector. In addition, as a key part of our Corporate Information Security Program, Truist participates in the federally recognized Financial Services Information Sharing and Analysis Center, as well as other industry organizations and initiatives that promote industry best practices, such as harmonized cybersecurity standards, cybersecurity readiness, and secure consumer financial data sharing. Our cybersecurity framework also informs our data security strategy, which is designed to reduce cybersecurity risk while enabling Truist’s corporate business objectives.

For the fiscal year ended December 31, 2025, Truist has not identified any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, its business strategy, results of operations, or financial condition. We expect to continue to be the target of cybersecurity threats with increased frequency and severity due to the evolving threat environment, including the increasing use of machine learning and generative AI, and there can be no assurance that future cybersecurity incidents, including incidents experienced by third parties, will not have a material adverse impact on Truist, including our business strategy, results of operations, or financial condition.

Processes for identifying, assessing, monitoring, and mitigating material risks from cybersecurity threats

Our Corporate Information Security Program is designed to identify, assess, monitor, and mitigate risks arising from cybersecurity threats facing Truist. Truist maintains cybersecurity and information security policies, procedures, and technologies that are intended to protect our clients’, teammates’, and our own data against unauthorized disclosure, modification, and misuse. These policies, procedures, and technologies cover a broad range of topics, including identification of internal and external threats, access control, data security, protective controls, detection of malicious or unauthorized activity, incident response, and recovery planning.

For example, to mitigate the risks presented by an evolving cybersecurity threat landscape, our Corporate Information Security Program provides for:

•data protection guidance to clients;

•data protection awareness and accountability through mandatory teammate training; and

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

Our Cyber Incident Response Team, which includes 24/7 Cyber Fusion Centers and a Cyber Command Center and is a part of the Technology, Data, and Operations team reporting to the CSO and CIO, is responsible for identifying, triaging, mitigating, and containing cybersecurity threats and incidents, including, to the extent possible, those originating from third party service providers. Incidents with potential for higher impacts are routed to an enterprise response function that coordinates response activities across impacted resource groups and business stakeholders. Through this structure, Truist manages its cybersecurity, business, and legal obligations, including escalation to executive management and the Board, as appropriate, client and regulatory notifications, and remediation activities.

Our Corporate Information Security Program and Third Party Risk Management Program are also designed to help oversee, identify, and mitigate cybersecurity risks associated with our use of third-party service providers. Following an initial assessment of the level of enterprise risk potentially posed by use of the third party, the service provider is then subject to further risk-based assessments of its operational resilience and cybersecurity practices, including disaster recovery and business continuity plans that specify the timeframe to resume activities and recover data. In our agreements with third-party service providers, Truist also generally requires service providers to adhere to our cybersecurity and operational resilience standards.

Truist Financial Corporation 43

Our Corporate Information Security Program is assessed periodically to test the effectiveness of key controls through cybersecurity maturity measurements, technology risk oversight, compliance risk management testing and monitoring, internal audit review, and regulatory oversight. As part of our Corporate Information Security Program, Truist engages third-party experts to evaluate and test elements of its program, to identify vulnerabilities, and to inform program enhancements. Truist also leverages external specialists, as appropriate, to assess cybersecurity risks arising from third-party service providers and to support incident response readiness.

Truist also maintains disaster recovery plans that are reviewed, modified, as necessary, and approved annually by management.

Management’s role in identifying, assessing, monitoring, and mitigating material risks from cybersecurity threats

Truist’s Corporate Information Security Program is operated by and the responsibility of management, including the CIO, CSO, and CRO. These senior officers are responsible for identifying, assessing, monitoring, and mitigating Truist’s cybersecurity risks. Our Corporate Information Security Program also includes processes for escalating and assessing the severity of cybersecurity incidents, including escalation to executive management and the Board, which are periodically tested through tabletop exercises to assess Truist’s preparedness. Our cybersecurity strategy, which is overseen by the CSO, is informed by various risk and control assessments, control testing, external assessments, threat intelligence, and public and private information sharing.

In addition, various management committees identify, assess, monitor, and mitigate Truist’s cybersecurity risks. These committees promote visibility and awareness of cybersecurity risks and drive action and escalation as needed. The primary management committees involved in Truist’s Corporate Information Security Program are the Enterprise Technology Risk Committee and the Information Risk Committee, each of which is a sub-committee of the ERC. Truist’s cybersecurity teams that implement the Corporate Information Security Program and the risk partners who oversee the program leverage these committees to report on and escalate to the ERC current or emerging cybersecurity risks or other changes in the business environment which could affect Truist’s risk profile or control environment.

The ERC is a cross-functional executive committee to promote awareness and dialogue on risks across the enterprise, including cybersecurity risks, oversee the execution of risk program requirements and sound risk management activities, and enact delegated decision-making authority and oversight routines from the BRC. Our CRO and CIO are members of the ERC. The CSO provides periodic updates at ERC meetings on cybersecurity and information security risk.

Oversight of key risk management activities is provided by both the Enterprise Technology Risk Committee at the business-unit level, including the Company’s Corporate Information Security Program, and the Information Risk Committee at the enterprise level. These sub-committees serve as governing forums for monitoring and escalating significant cybersecurity as well as other technology risk matters to the ERC.

The members of management who lead our Corporate Information Security Program and strategy have extensive experience in technology, cybersecurity, and information security. Our CRO previously served as our interim CIO and has more than 20 years of banking experience spanning a variety of roles in both the commercial and consumer segments, including experience with credit risk, portfolio risk management, model management, acquisition integrations, technology, and vertically integrated operations for revenue producing businesses, including leading operational services across Truist for deposits, payments, credit card, capital markets, consumer and wholesale lending, fraud, and care centers across all products. Our CIO has over 25 years of experience leading technology teams at financial institutions, including in the areas of application development, infrastructure, information technology strategy, risk management, and information security. Our CSO has over 20 years of experience leading cybersecurity and technology risk teams at major financial institutions and global firms, including in the areas of information security, enterprise risk management, technology risk, cybersecurity, and fraud. Our CIO’s direct reports average more than 20 years of experience with technology management and information security at financial institutions, including expertise in the areas of governance, operations, application and data protection, access management, and business information security.

Board of Directors’ oversight of risks from cybersecurity threats

Our Board oversees the development of, and reviews, approves, and periodically monitors, the Company’s strategy and risk appetite with a long-term perspective on risks and rewards that is consistent with the capacity of our risk management framework. The BRC assists the Board in overseeing our cybersecurity framework and, in doing so, utilizes management-reporting processes designed to provide directors with information that is sufficient in scope, detail, and analysis to enable them to consider cybersecurity risks. For example, the BRC receives and discusses regular reports from our CRO and CSO, and also meets periodically with outside advisers to gain additional perspectives on the cybersecurity landscape. Further, the BRC or its Chair meets jointly or communicates with the BTC or its Chair to review and discuss Truist's cybersecurity and other technology risks. Management discusses cybersecurity developments with the Chairs of the BRC and BTC, as appropriate, between Board and committee meetings as well. The Board receives, as required by the Gramm-Leach-Bliley Act, an update at least annually on Truist’s Corporate Information Security Program, and the Board annually reviews and approves that program. The BRC annually reviews and approves our Corporate Information Policy.

44 Truist Financial Corporation

Truist provides ongoing development and education to its directors with respect to cybersecurity, including presentations at Board meetings on special topics, such as updates on cybersecurity legislation and regulation, as warranted. The Board also conducts a cybersecurity tabletop exercise at least every other year to simulate Truist’s analysis and response to hypothetical cybersecurity incidents. In addition, Truist provides directors with a Board Cybersecurity Handbook that provides details on key Truist practices, resources, and protocols relating to cybersecurity protection, response, and preparedness.

ITEM 2. PROPERTIES

Truist owns its headquarters building at 214 North Tryon Street, Charlotte, NC, 28202. Truist owns or leases free-standing operations centers, with its primary operations and information technology centers located in various locations in the Southeastern and Mid-Atlantic U.S. Truist owns or leases retail branches and other offices in a number of states, primarily concentrated in the Southeastern and Mid-Atlantic U.S. Refer to “Table 1” for a list of Truist’s branches by state. Truist also operates other businesses that occupy facilities throughout the U.S. and Canada. Management believes that these premises, in the aggregate, are well-located and suitably equipped to serve as financial services facilities. Refer to “Note 6. Premises and Equipment” for additional disclosures.

ITEM 3. LEGAL PROCEEDINGS

Refer to the “Legal Proceedings and Other Legal Matters” section in “Note 16. Commitments and Contingencies” for additional disclosures, which is incorporated by reference into this item.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Truist Financial Corporation 45

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Truist’s common stock is traded on the NYSE under the symbol “TFC.” As of December 31, 2025, Truist’s common stock was held by 69,408 registered shareholders.

Common Stock

Truist’s ability to pay dividends is primarily dependent on earnings from operations, the adequacy of capital, and the availability of liquid assets for distribution and is subject to its capital plan meeting the SCB requirements from the FRB. Truist’s ability to generate liquid assets for distribution is dependent on the ability of Truist Bank to pay dividends to the Parent Company. The payment of cash dividends is an integral part of providing a competitive return on shareholders’ investments and needs to be balanced with maintaining sufficient capital to support future growth and meet regulatory requirements.

Management’s target common dividend payout ratio (computed by dividing common stock dividends by net income available to common shareholders) is between 30% and 50% during normal economic conditions. Truist paid $2.7 billion, $2.8 billion, and $2.8 billion in common stock dividends during 2025, 2024, and 2023, respectively. Truist expects common dividend declarations, if made, to occur in January, April, July, and October with payment dates on or about the first of March, June, September, and December. A discussion of dividend restrictions is included in “Note 17. Regulatory Requirements and Other Restrictions” and in the “Regulatory and Supervisory Considerations” section in Item 1 “Business.”

Share Repurchases

Truist has periodically repurchased shares of its own common stock and expects to periodically repurchase shares in the future under publicly announced repurchase plans. In accordance with North Carolina law, repurchased shares cannot be held as treasury stock but revert to the status of authorized and unissued shares upon repurchase and are therefore available for future issuances. Truist’s share-repurchase programs enable Truist to acquire shares through open-market purchases or privately negotiated transactions, including through Rule 10b5-1 plans and other programs, at the discretion of management and on terms (including quantity, timing, and price) that management determines to be advisable. Actions in connection with any share-repurchase program are subject to various factors, including Truist’s capital and liquidity positions and related internal frameworks, accounting and regulatory considerations (including any 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. A share-repurchase plan does not obligate Truist to acquire a specific dollar amount or number of shares, and a repurchase plan may be extended, modified, or discontinued at any time. In addition to shares purchased under publicly announced repurchase plans, Truist repurchases shares in connection with the exercise of equity-based awards under equity-based compensation plans. Truist repurchased $2.5 billion in common stock in 2025 and $1.0 billion in 2024 pursuant to publicly announced repurchase plans. Truist did not repurchase any common shares under publicly announced repurchase plans in 2023.

In December 2025, the Company announced that the Board approved a $10.0 billion share repurchase-program with no expiration date, replacing the previous repurchase authority.

The following table provides additional information on share repurchases as part of publicly announced plans and shares exchanged or surrendered in connection with the exercise of equity-based awards:

Table 3: Share Repurchase Activity

(Dollars in millions, except per share data, shares in thousands)

Total Number of Shares Purchased(1)

Average Price Paid Per Share(2)(3)

Total Number of Shares Purchased as part of Publicly Announced Plans

Approximate Dollar Value of Shares that may yet be Purchased Under the Plans(3)(4)(5)

October 1, 2025 to October 31, 2025

9,972 

$

44.13 

9,972 

$

1,810 

November 1, 2025 to November 30, 2025

6,942 

44.65 

6,942 

1,500 

December 1, 2025 to December 31, 2025

— 

— 

— 

10,000 

Total

16,914 

$

44.34 

16,914 

(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.

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

46 Truist Financial Corporation

Preferred Stock

Redemptions

During 2025, the Company redeemed all 40,000 outstanding shares of its fixed rate reset non-cumulative perpetual preferred stock series P and the corresponding 1,000,000 depositary shares representing fractional interests in such series at a redemption price of $1,000 per depositary share (equivalent to $25,000 per share of preferred stock) plus any accrued and unpaid dividends, for $1 billion. This preferred stock redemption was in accordance with the terms of the Company’s Articles of Incorporation.

During 2024, the Company redeemed all 7,500 outstanding shares of its perpetual preferred stock series L and the corresponding 750,000 depositary shares representing fractional interests in such series at a redemption price of $1,000 per depositary share (equivalent to $100,000 per share of preferred stock) plus any accrued and unpaid dividends, for $750 million. This preferred stock redemption was in accordance with the terms of the Company’s Articles of Incorporation.

Refer to “Note 12. Shareholders’ Equity” for information about preferred stock.

Equity Compensation Plan Information

The following table provides information about equity-based awards as of December 31, 2025:

Table 4: Equity Compensation Plan Information

Plan Category

(a)(1)

Number of securities to be issued upon exercise of outstanding options, warrants and rights

(b)(2)

Weighted-average exercise price of outstanding options, warrants and rights

(c)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in (a))

Approved by security holders

24,195,183 

$

32.10 

15,001,419 

Not approved by security holders

3,362 

35.19 

— 

Total

24,198,545 

$

32.17 

15,001,419 

(1)Includes 24,039,628 RSUs and PSUs in plans approved by security holders.

(2)Excludes RSUs and PSUs because they do not have an exercise price.

Truist Financial Corporation 47

Five-Year Common Stock Performance

The following graph and table compare the cumulative total shareholder return of the Company’s common stock, the S&P 500 Index, and the KBW Nasdaq Bank Index for the five-year period ended December 31, 2025. The Company is a component of both indexes. The graph and table assume an initial investment of $100 was made on December 31, 2020 in each of the Company’s common stock and the two indexes, as well as reinvestment of all dividends without commissions.

Table 5: Cumulative Total Shareholder Return

Invested

Cumulative Total Return

As of / Through December 31,

2020

2021

2022

2023

2024

2025

Truist Financial Corporation

$

100.00 

$

126.07 

$

96.43 

$

88.21 

$

109.13 

$

129.86 

S&P 500 Index

100.00 

128.68 

105.36 

133.03 

166.28 

195.98 

KBW Nasdaq Bank Index

100.00 

138.34 

108.74 

107.77 

147.87 

196.02 

48 Truist Financial Corporation

ITEM 7. 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 the accompanying Notes to the Consolidated Financial Statements. It should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements in this Form 10-K, and other information contained in this document. For discussion of 2024 results as compared to 2023 results, refer to MD&A in the Annual Report on Form 10-K for the year ended December 31, 2024.

A description of certain factors that may affect our future results and risk factors is set forth in “Item 1A. Risk Factors.”

Executive Overview

During 2025, we focused on delivering strong, purpose-driven performance by deepening client relationships, enhancing operational efficiency, investing in talented teammates and innovative technology, and increasing capital return to shareholders. Through disciplined risk management and sound governance, we believe we strengthened our foundation and positioned Truist for sustainable growth.

During 2025, we returned $5.2 billion of capital to our common shareholders through $2.7 billion of common stock dividends and $2.5 billion in common share repurchases. In December 2025, we announced that the Board authorized the repurchase of up to $10.0 billion of common stock effective immediately with no expiration date, replacing the previous repurchase authority, as part of Truist’s overall capital distribution strategy.

Key Areas of Focus

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

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

◦In WB, capture more of the commercial middle market with an industry banking strategy, continue momentum in Investment Banking and Capital Markets, generate additional fee income from existing clients in Wealth, and deepen and grow existing client relationships in Wholesale Payments.

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

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

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

•Maintain our credit and risk discipline.

•Return capital to shareholders through our common stock dividend and share repurchases.

Looking ahead, our strategic priorities remain unchanged. By successfully executing on them, we seek to accelerate revenue growth, drive greater positive operating leverage, and return more capital to shareholders, all while maintaining our risk discipline. These outcomes are central to driving improved profitability.

Financial Results

Net income to common shareholders totaled $5.0 billion, or $3.82 per share, for 2025, compared to $4.5 billion, or $3.36 per share, for the prior year.

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

•Results from continuing operations for 2024 included securities losses of $6.7 billion ($5.1 billion after-tax or $3.82 per share) from a balance sheet repositioning executed in connection with the TIH sale, a charitable contribution to the Truist Foundation of $150 million ($115 million after-tax, or $0.09 per share), and charges primarily related to severance of $120 million ($92 million after-tax, or $0.07 per share).

•Results from discontinued operations of $4.9 billion for 2024 included a gain on the sale of TIH of $6.9 billion ($4.8 billion after-tax, or $3.64 per share), the accelerated recognition of TIH equity compensation expense for certain event-driven awards of $99 million ($76 million after tax, or $0.06 per share), and restructuring charges of $82 million ($62 million after-tax, or $0.05 per share). Truist did not have discontinued operations in 2025.

Truist Financial Corporation 49

Table 6: Earnings Highlights

(Dollars in millions)

As of / for the Year Ended December 31,

Change

2025

2024

2023

2025 vs. 2024

2024 vs. 2023

Net interest income

$

14,423 

$

14,091 

$

14,524 

$

332 

$

(433)

TE adjustment(1)

196 

212 

220 

Net interest income - TE(1)

14,619 

14,303 

14,744 

316 

(441)

Noninterest income

5,896 

(813)

5,498 

6,709 

(6,311)

Total revenue

20,319 

13,278 

20,022 

7,041 

(6,744)

Total revenue-TE(1)

20,515 

13,490 

20,242 

7,025 

(6,752)

Noninterest expense

12,076 

12,009 

18,678 

67 

(6,669)

Income (loss) before income taxes

6,349 

(601)

(765)

6,950 

164 

Provision (benefit) for income taxes

1,042 

(556)

738 

1,598 

(1,294)

Net income (loss) from continuing operations

5,307 

(45)

(1,503)

5,352 

1,458 

Net income from discontinued operations

— 

4,885 

456 

(4,885)

4,429 

Net income (loss)

5,307 

4,840 

(1,047)

467 

5,887 

Net income (loss) available to common shareholders

4,974 

4,469 

(1,452)

505 

5,921 

Diluted earnings per common share

$

3.82 

$

3.36 

$

(1.09)

$

0.46 

$

4.45 

Common shareholders’ equity per common share

47.74 

43.90 

3.84 

TBVPS(1)

33.48 

30.01 

3.47 

Return on average common shareholders’ equity

8.4 

%

8.0 

%

(2.6)

%

40 bps

NM

ROTCE(1)

12.7 

13.3 

18.9 

(60) bps

(560) bps

Net interest margin - TE(1)

3.03 

3.03 

2.98 

— bps

5 bps

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

Net interest income - TE for the year ended December 31, 2025 was up $316 million, or 2.2%, compared to the year ended December 31, 2024 primarily due to loan and deposit growth, fixed-rate asset repricing, and the balance sheet repositioning in the second quarter of 2024, partially offset by the impact of reductions in interest rates throughout 2025. Net interest margin - TE was 3.03%, flat compared to the prior year.

•The yield on the average total loan portfolio was 5.96% for 2025, down 38 basis points, compared to the prior year, primarily due to the impact of variable-rate loans repricing, partially offset by fixed-rate loan repricing. The yield on the average securities portfolio was 3.13% for 2025, up 30 basis points compared to the prior year, reflecting the impact of balance sheet repositioning in 2024 and the reinvestment of cash flows into higher yielding securities.

•The average cost of total deposits was 1.78% for 2025, down 24 basis points compared to the prior year. The average cost of short-term borrowings was 4.36% for 2025, down 100 basis points compared to the prior year. The average cost of long-term debt was 5.01% for 2025, stable compared to the prior year. The decline in the cost of deposits and short-term borrowings was driven by the impact of reductions in interest rates.

The provision for credit losses was $1.9 billion for the year ended December 31, 2025, up $24 million, or 1.3%, compared to the year ended December 31, 2024. The net charge-off ratio for the year ended December 31, 2025 was 0.54%, down five basis points compared to the prior year.

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

•The net charge-off ratio was down compared to the prior year driven by lower net charge-offs combined with growth in average loans and leases. Net charge-offs were lower in the CRE and credit card portfolios, partially offset by increases in the commercial and industrial, indirect auto, and other consumer portfolios.

Noninterest income was up $6.7 billion for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to securities losses resulting from the balance sheet repositioning in 2024, as well as higher other income and card and treasury management fees, partially offset by lower investment banking and trading income.

Noninterest expense was up $67 million, or 0.6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to higher personnel expense, professional fees and outside processing, software expense, and marketing and customer development, partially offset by lower regulatory costs, other expense, and amortization of intangibles.

Truist had a provision for income taxes of $1.0 billion for 2025, compared to a benefit from income taxes of $556 million in 2024. The 2024 benefit from income taxes was driven by the discrete impact of the balance sheet repositioning of securities.

50 Truist Financial Corporation

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

•Average earning assets increased $9.6 billion, or 2.0%, compared to the prior year primarily due to an increase in average total loans of $11.1 billion, or 3.6%, and an increase in other earning assets of $1.2 billion, or 3.3%, partially offset by a decline in average securities of $3.2 billion, or 2.6%. The increase in average other earning assets and decrease in average securities primarily reflect the impact of the balance sheet repositioning in the second quarter of 2024.

Total liabilities at December 31, 2025, were $482.3 billion, an increase of $14.9 billion, or 3.2%, compared to December 31, 2024, reflecting an increase of $9.9 billion, or 2.5%, in deposits and an increase of $7.0 billion, or 20%, in long-term debt, partially offset by a decrease of $1.4 billion, or 4.7%, in short-term borrowings.

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

Total shareholders’ equity was $65.2 billion at December 31, 2025, an increase of $1.5 billion from December 31, 2024. This increase includes $5.3 billion in net income and $2.4 billion in OCI, partially offset by $3.0 billion in common and preferred dividends, $2.5 billion in common share repurchases, and $1.0 billion for the redemption of series P preferred stock. Truist’s book value per common share at December 31, 2025, was $47.74, compared to $43.90 at December 31, 2024. Truist’s TBVPS of $33.48 at December 31, 2025, increased 12% compared to December 31, 2024. Refer to the “Non-GAAP Financial Measures“ section in MD&A for additional information on TBVPS, which is a non-GAAP measure.

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

•Nonperforming loans and leases held for investment totaled $1.6 billion or 0.48% of loans and leases held for investment at December 31, 2025, up one basis point compared to December 31, 2024.

•Loans 90 days or more past due and still accruing totaled $684 million or 0.21% of loans and leases held for investment at December 31, 2025, up two basis points as a percentage of loans and leases compared with December 31, 2024. 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 December 31, 2025, flat compared to December 31, 2024.

•The allowance for credit losses at December 31, 2025, 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 1.53% at December 31, 2025, down six basis points compared with December 31, 2024.

Capital and liquidity ratios remained strong during 2025.

•Truist’s CET1 ratio was 10.8% as of December 31, 2025, down 70 basis points since December 31, 2024, as capital was returned to shareholders and an increase in risk-weighted assets outpaced current year earnings.

•Truist returned $5.2 billion to common shareholders through declared common dividends of $2.7 billion, or $2.08 per share, during 2025 and repurchases of $2.5 billion of common stock, resulting in a dividend payout ratio of 54% and total payout ratio of 104%.

•Truist redeemed all outstanding shares of its perpetual preferred stock series P and the corresponding depositary shares representing fractional interests in such series for $1.0 billion.

•Truist’s average consolidated LCR was 111% for the three months ended December 31, 2025, compared to the regulatory minimum of 100%.

Truist Financial Corporation 51

Analysis of Results of Operations

Net Interest Income and NIM - TE

Net interest income - TE for the year ended December 31, 2025 was up $316 million, or 2.2%, compared to the year ended December 31, 2024 primarily due to loan and deposit growth, fixed-rate asset repricing, and the balance sheet repositioning in the second quarter of 2024, partially offset by the impact of reductions in interest rates throughout 2025. Net interest margin - TE was 3.03%, flat compared to the prior year.

•The yield on the average total loan portfolio was 5.96% for 2025, down 38 basis points, compared to the prior year, primarily due to the impact of variable-rate loans repricing, partially offset by fixed-rate loan repricing. The yield on the average securities portfolio was 3.13% for 2025, up 30 basis points compared to the prior year, reflecting the impact of balance sheet repositioning in 2024 and the reinvestment of cash flows into higher yielding securities.

•The average cost of total deposits was 1.78% for 2025, down 24 basis points compared to the prior year. The average cost of short-term borrowings was 4.36% for 2025, down 100 basis points compared to the prior year. The average cost of long-term debt was 5.01% for 2025, up seven basis points compared to the prior year. The decline in the cost of deposits and short-term borrowings was driven by the impact of reductions in interest rates.

•Average earning assets increased $9.6 billion, or 2.0%, compared to the prior year primarily due to an increase in average total loans of $11.1 billion, or 3.6%, and an increase in other earning assets of $1.2 billion, or 3.3%, partially offset by a decline in average securities of $3.2 billion, or 2.6%. The increase in average other earning assets and decrease in average securities primarily reflect the impact of the balance sheet repositioning in the second quarter of 2024.

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

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.

52 Truist Financial Corporation

Table 7: Taxable-Equivalent Net Interest Income and Rate / Volume Analysis

Year Ended December 31,

(Dollars in millions)

Average Balances(1)

Annualized Yield/Rate(2)

Income/Expense(2)

Incr.

(Decr.)

Change due to

Incr.

(Decr.)

Change due to

2025

2024

2023

2025

2024

2023

2025

2024

2023

Rate

Volume

Rate

Volume

Assets

AFS and HTM securities at amortized cost:

U.S. Treasury

$

13,876 

$

12,100 

$

11,021 

5.10 

%

4.01 

%

1.20 

%

$

708 

$

485 

$

132 

$

223 

$

145 

$

78 

$

353 

$

339 

$

14 

GSE

465 

390 

348 

3.78 

3.38 

2.94 

17 

13 

10 

4 

2 

2 

3 

2 

1 

Agency MBS

105,955 

109,652 

121,923 

2.87 

2.70 

2.31 

3,036 

2,958 

2,821 

78 

181 

(103)

137 

441 

(304)

States and political subdivisions

362 

417 

424 

4.21 

4.14 

4.13 

15 

17 

18 

(2)

— 

(2)

(1)

— 

(1)

Non-agency MBS

— 

1,282 

3,816 

— 

2.85 

2.34 

— 

37 

89 

(37)

(18)

(19)

(52)

16 

(68)

Other

15 

17 

20 

4.55 

5.25 

5.37 

1 

1 

1 

— 

— 

— 

— 

— 

— 

Total securities

120,673 

123,858 

137,552 

3.13 

2.83 

2.23 

3,777 

3,511 

3,071 

266 

310 

(44)

440 

798 

(358)

Interest earning trading assets

5,884 

5,320 

4,739 

5.69 

6.12 

6.64 

336 

326 

314 

10 

(24)

34 

12 

(26)

38 

Other earning assets(3)

37,818 

36,622 

29,335 

4.42 

5.48 

5.31 

1,693 

2,008 

1,557 

(315)

(382)

67 

451 

51 

400 

Loans and leases, net of unearned income:

Commercial and industrial

160,004 

155,674 

163,983 

5.64 

6.36 

6.34 

9,025 

9,897 

10,389 

(872)

(1,142)

270 

(492)

33 

(525)

CRE

20,984 

21,585 

22,741 

6.14 

6.81 

6.71 

1,300 

1,480 

1,535 

(180)

(140)

(40)

(55)

22 

(77)

Commercial Construction

8,403 

7,729 

6,125 

6.76 

7.67 

7.62 

557 

583 

459 

(26)

(75)

49 

124 

3 

121 

Residential mortgage

56,812 

54,486 

56,131 

4.10 

3.88 

3.78 

2,328 

2,114 

2,121 

214 

122 

92 

(7)

55 

(62)

Home equity

9,606 

9,778 

10,388 

7.42 

7.94 

7.36 

713 

776 

765 

(63)

(50)

(13)

11 

57 

(46)

Indirect auto

24,510 

22,326 

25,621 

7.27 

7.00 

6.10 

1,781 

1,563 

1,563 

218 

62 

156 

— 

215 

(215)

Other consumer

30,904 

28,748 

28,412 

8.35 

8.18 

7.25 

2,581 

2,351 

2,061 

230 

50 

180 

290 

265 

25 

Student

— 

— 

2,453 

— 

— 

6.91 

— 

— 

170 

— 

— 

— 

(170)

(85)

(85)

Credit card

4,903 

4,907 

4,876 

11.39 

11.96 

11.59 

559 

587 

565 

(28)

(28)

— 

22 

18 

4 

Total loans and leases HFI

316,126 

305,233 

320,730 

5.96 

6.34 

6.12 

18,844 

19,351 

19,628 

(507)

(1,201)

694 

(277)

583 

(860)

LHFS

1,483 

1,305 

1,605 

5.94 

6.31 

6.37 

88 

82 

102 

6 

(5)

11 

(20)

(1)

(19)

Total loans and leases

317,609 

306,538 

322,335 

5.96 

6.34 

6.12 

18,932 

19,433 

19,730 

(501)

(1,206)

705 

(297)

582 

(879)

Total earning assets

481,984 

472,338 

493,961 

5.13 

5.35 

4.99 

24,738 

25,278 

24,672 

(540)

(1,302)

762 

606 

1,405 

(799)

Nonearning assets

56,244 

51,185 

51,554 

Assets of discontinued operations

— 

2,542 

7,617 

Total assets

$

538,228 

$

526,065 

$

553,132 

Liabilities and Shareholders’ Equity

Interest-bearing deposits:

Interest-checking

$

111,741 

$

104,606 

$

103,465 

2.38 

2.68 

2.11 

2,661 

2,802 

2,184 

(141)

(325)

184 

618 

594 

24 

Money market and savings

136,786 

136,217 

138,841 

2.14 

2.54 

2.04 

2,926 

3,457 

2,834 

(531)

(545)

14 

623 

677 

(54)

Time deposits

41,839 

39,406 

36,803 

3.49 

4.04 

3.83 

1,461 

1,590 

1,409 

(129)

(224)

95 

181 

79 

102 

Total interest-bearing deposits

290,366 

280,229 

279,109 

2.43 

2.80 

2.30 

7,048 

7,849 

6,427 

(801)

(1,094)

293 

1,422 

1,350 

72 

Short-term borrowings

28,117 

24,499 

24,478 

4.36 

5.36 

5.25 

1,227 

1,313 

1,286 

(86)

(264)

178 

27 

26 

1 

Long-term debt

36,838 

36,713 

49,678 

5.01 

4.94 

4.46 

1,844 

1,813 

2,215 

31 

25 

6 

(402)

220 

(622)

Total interest-bearing liabilities

355,321 

341,441 

353,265 

2.85 

3.21 

2.81 

10,119 

10,975 

9,928 

(856)

(1,333)

477 

1,047 

1,596 

(549)

Noninterest-bearing deposits

105,969 

107,639 

122,018 

Other liabilities

12,270 

13,343 

11,560 

Liabilities of discontinued operations

— 

1,049 

3,190 

Shareholders’ equity

64,668 

62,593 

63,099 

Total liabilities and shareholders’ equity

$

538,228 

$

526,065 

$

553,132 

Average interest-rate spread

2.28 

%

2.14 

%

2.18 

%

NIM/net interest income - TE(2)

3.03 

%

3.03 

%

2.98 

%

$

14,619 

$

14,303 

$

14,744 

$

316 

$

31 

$

285 

$

(441)

$

(191)

$

(250)

Less: TE adjustment(2)

196 

212 

$

220 

Net interest income

$

14,423 

$

14,091 

Memo: Total deposits

$

396,335 

$

387,868 

$

401,127 

1.78 

%

2.02 

%

1.60 

%

$

7,048 

$

7,849 

$

6,427 

$

(801)

$

1,422 

(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 $1.9 billion for the year ended December 31, 2025, up $24 million, or 1.3%, compared to the year ended December 31, 2024. The net charge-off ratio for the year ended December 31, 2025 was 0.54%, down five basis points compared to the prior year.

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

•The net charge-off ratio was down compared to the prior year driven by lower net charge-offs and growth in average loans and leases. Net charge-offs were lower in the CRE and credit card portfolios, partially offset by increases in the commercial and industrial, indirect auto, and other consumer 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 8: Noninterest Income

Year Ended December 31,

% Change

(Dollars in millions)

2025

2024

2023

2025 vs. 2024

2024 vs. 2023

Wealth management income

$

1,431 

$

1,412 

$

1,358 

1.3 

%

4.0 

%

Card and treasury management fees(1)(2)

1,360 

1,311 

1,316 

3.7 

(0.4)

Investment banking and trading income

1,136 

1,203 

822 

(5.6)

46.4 

Other deposit revenue(1)(3)

471 

511 

493 

(7.8)

3.7 

Mortgage banking income

452 

432 

437 

4.6 

(1.1)

Lending related fees

395 

366 

447 

7.9 

(18.1)

Securities gains (losses)

(19)

(6,651)

— 

(99.7)

NM

Other income(4)

670 

603 

625 

11.1 

(3.5)

Total noninterest income

$

5,896 

$

(813)

$

5,498 

NM

(114.8)

(1)Effective December 31, 2025, Truist reclassified treasury management fees to ‘Card and treasury management fees’ from ‘Other deposit revenue.’ Prior period balances have been conformed to current period presentation.

(2)Renamed from ‘Card and payment related fees.’

(3)Renamed from ‘Service charges on deposits.’

(4)Effective December 31, 2025, Truist reclassified operating lease income into ‘Other income.’ Prior period balances have been conformed to current period presentation.

Noninterest income was up $6.7 billion for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to securities losses resulting from the balance sheet repositioning in 2024 as well as higher other income and card and treasury management fees, partially offset by lower investment banking and trading income.

•Other income increased primarily due to higher income from certain solar and other investments, partially offset by the 2024 gain on the sale of Sterling Capital Management LLC.

•Card and treasury management fees increased primarily due to higher treasury management fees.

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

54 Truist Financial Corporation

Noninterest Expense

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

Table 9: Noninterest Expense

Year Ended December 31,

% Change

(Dollars in millions)

2025

2024

2023

2025 vs. 2024

2024 vs. 2023

Personnel expense(1)

$

6,848 

$

6,587 

$

6,765 

4.0 

%

(2.6)

%

Professional fees and outside processing(1)

1,420 

1,342 

1,194 

5.8 

12.4 

Software expense

936 

896 

868 

4.5 

3.2 

Net occupancy expense(1)

710 

695 

732 

2.2 

(5.1)

Equipment expense

351 

373 

381 

(5.9)

(2.1)

Marketing and customer development

299 

268 

260 

11.6 

3.1 

Amortization of intangibles

290 

345 

395 

(15.9)

(12.7)

Regulatory costs

163 

344 

824 

(52.6)

(58.3)

Goodwill impairment

— 

— 

6,078 

—

(100.0)

Other expense(1)(2)

1,059 

1,159 

1,181 

(8.6)

(1.9)

Total noninterest expense

$

12,076 

$

12,009 

$

18,678 

0.6 

(35.7)

(1)Effective December 31, 2025, Truist reclassified the underlying activities of restructuring charges, which were previously reported in a separate financial statement caption, to their natural expense categories of ‘Personnel,’ ‘Net occupancy,’ ‘Professional fees and outside processing,’ and ‘Other expense.’ Prior period balances have been conformed to current period presentation.

(2)Effective December 31, 2025, Truist reclassified operating lease depreciation into ‘Other expense.’ Prior period balances have been conformed to current period presentation.

Noninterest expense was up $67 million, or 0.6%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to higher personnel expense, professional fees and outside processing, software expense, and marketing and customer development, partially offset by lower regulatory costs, other expense, and amortization of intangibles.

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

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

•Software expense increased primarily due to higher spending on certain projects.

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

•Regulatory costs decreased primarily due to the additional accrual for the FDIC special assessment in 2024, and related adjustments to the special assessment in 2025.

•Other expense decreased primarily due to a charitable contribution in 2024 and lower operating losses in 2025, partially offset by a $130 million incremental accrual related to executing a settlement agreement in a specific legal matter.

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

Truist Financial Corporation 55

Segment Results

Truist operates and measures business activity across two reportable segments: Consumer and Small Business Banking (CSBB) and Wholesale Banking (WB), with functional activities included in Other, Treasury, and Corporate (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 21. Operating Segments” for additional information on the Company’s reportable segments.

Table 10: Net Income from Continuing Operations by Reportable Segment

Year Ended December 31,

% Change

(Dollars in millions)

2025

2024

2023

2025 vs. 2024

2024 vs. 2023

Consumer and Small Business Banking

$

2,529 

$

3,075 

$

(36)

(17.8)

%

NM

Wholesale Banking

4,102 

3,856 

169 

6.4 

NM

Other, Treasury & Corporate

(1,324)

(6,976)

(1,636)

81.0 

NM

Truist Financial Corporation

$

5,307 

$

(45)

$

(1,503)

NM

(97.0)

Consumer and Small Business Banking

CSBB net income was $2.5 billion for the year ended December 31, 2025, a decrease of $546 million compared to the prior year.

•Segment net interest income decreased $395 million primarily driven by lower funding credit on deposits.

•The allocated provision for credit losses increased $223 million primarily reflecting a net reserve build in the current year.

•Noninterest income increased $29 million primarily due to increased residential mortgage income, partially offset by lower deposit related revenue.

•Noninterest expense increased $113 million primarily driven by higher enterprise technology and payments support charges, partially offset by lower operating charge-offs.

CSBB average loans and leases held for investment increased $6.3 billion, or 5.0%, for the year ended December 31, 2025 compared to the prior year, primarily due to higher indirect lending in the prime auto and Service Finance portfolios, and increased real estate lending driven by the mortgage portfolio.

CSBB average total deposits increased $1.7 billion, or 0.8%, for the year ended December 31, 2025 compared to the prior year, primarily due to higher average money market and savings and noninterest-bearing deposits, partially offset by lower average interest-bearing checking deposits.

Wholesale Banking

WB net income was $4.1 billion for the year ended December 31, 2025, an increase of $246 million compared to the prior year.

•Segment net interest income increased $207 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 $196 million, which reflected a decrease in net charge-offs as well as an increase in the net reserve release compared to the prior year.

•Noninterest income increased $121 million primarily due to higher income from certain strategic investments, tax credit related investments, higher card and treasury management fees, and lending related fees, partially offset by lower income from investment banking and trading.

•Noninterest expense increased $165 million primarily due to higher charges for enterprise functional support and enterprise operations as well as increased personnel expenses driven by incentives expense, partially offset by lower regulatory costs.

WB average loans and leases held for investment increased $4.6 billion, or 2.6%, for the year ended December 31, 2025 compared to the prior year, primarily driven by higher balances in the commercial and industrial loan portfolio, partially offset by lower commercial real estate balances.

WB average total deposits increased $3.8 billion, or 2.7%, for the year ended December 31, 2025 compared to the prior year, primarily due to higher average interest-bearing checking balances, partially offset by lower average noninterest-bearing deposits and money market and savings balances.

56 Truist Financial Corporation

Other, Treasury, and Corporate

OT&C generated a net loss of $1.3 billion for the year ended December 31, 2025, compared to a net loss of $7.0 billion in the prior year.

•OT&C net interest income increased $520 million primarily due to lower inter-segment funding costs for deposits, the balance sheet repositioning in 2024, 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 the securities losses from the balance sheet repositioning in 2024.

•Noninterest expense decreased $211 million primarily driven by recoveries received from the business segments for enterprise functional, technology, and operations support expenses, as well as lower other expense due to a charitable contribution to the Truist Foundation in 2024, partially offset by increased salaries driven by higher investments in talent for technology and risk infrastructures and an increase in non-fraud operational charge-offs.

Truist Financial Corporation 57

Analysis of Financial Condition

Investment Activities

Truist’s investment policy is approved and carried out by the ALCO, which meets regularly to review the economic environment and establish investment strategies. The ALCO also has broader responsibilities, which are discussed in the “Market Risk” section in MD&A.

Investment strategies are reviewed by the ALCO based on the interest rate environment, balance sheet mix, actual and anticipated loan demand, funding opportunities, and the overall interest rate sensitivity of the Company. In general, the goals of the investment portfolio are: (i) to provide sufficient liquid assets to meet unanticipated deposit and loan fluctuations and overall corporate treasury objectives; (ii) to provide eligible securities to secure public funds, trust deposits, and other borrowings; and (iii) to earn an optimal return on funds invested commensurate with meeting regulatory requirements, consistent with the Company’s risk appetite.

Truist Bank invests in securities allowable under bank regulations. These securities may include obligations of the U.S. Treasury, U.S. government agencies, GSEs (including MBS), bank eligible obligations of any state or political subdivision, structured notes, bank eligible corporate obligations (including corporate debentures), commercial paper, negotiable CDs, bankers’ acceptances, mutual funds, and limited types of equity securities.

Table 11: Composition of Securities Portfolio

(Dollars in millions)

Dec 31, 2025

Dec 31, 2024

AFS securities (at fair value):

U.S. Treasury

$

12,792 

$

14,411 

GSE

460 

403 

Agency MBS – residential

48,226 

49,959 

Agency MBS – commercial

3,200 

2,293 

States and political subdivisions

350 

382 

Other

14 

16 

Total AFS securities

65,042 

67,464 

HTM securities (at amortized cost):

Agency MBS – residential

47,186 

50,640 

Total securities

$

112,228 

$

118,104 

The securities portfolio totaled $112.2 billion at December 31, 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 December 31, 2025 and December 31, 2024. The majority of the portfolio is agency MBS.

•The decrease in 2025 was driven by paydowns and maturities of $20.2 billion and sales of $2.7 billion, partially offset by purchases of $14.5 billion as well as an increase in the fair value of AFS securities.

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

•As of December 31, 2025, approximately 3.7% 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 4.4 years at December 31, 2025, and 5.0 years at December 31, 2024, excluding the impact of swaps, or 2.9 years at December 31, 2025 and 3.3 years at December 31, 2024, including the impact of swaps. The effective duration of the HTM securities portfolio was 7.5 years at December 31, 2025, and 7.0 years at December 31, 2024.

58 Truist Financial Corporation

The following table presents the securities portfolio by major category of security holdings with ranges of maturities and average yields:

Table 12: Securities Yields by Major Category and Maturity

December 31, 2025

(Dollars in millions)

AFS

HTM

Fair Value

Effective Yield(1)

Amortized Cost

Effective Yield(1)

U.S. Treasury:

Within one year

$

4,752 

4.41 

%

$

— 

— 

%

One to five years

7,091 

4.27 

— 

— 

Five to ten years

228 

3.61 

— 

— 

After ten years

721 

4.64 

— 

— 

Total

12,792 

4.33 

— 

— 

GSE:

Five to ten years

3 

2.78 

— 

— 

After ten years

457 

4.04 

— 

— 

Total

460 

4.03 

— 

— 

Agency MBS – residential:(2)

Five to ten years

39 

5.26 

— 

— 

After ten years

48,187 

3.88 

47,186 

1.79 

Total

48,226 

3.88 

47,186 

1.79 

Agency MBS – commercial:(2)

One to five years

538 

4.31 

— 

— 

Five to ten years

421 

4.36 

— 

— 

After ten years

2,241 

2.05 

— 

— 

Total

3,200 

2.73 

— 

— 

States and political subdivisions:

Within one year

2 

4.80 

— 

— 

One to five years

83 

6.87 

— 

— 

Five to ten years

173 

6.46 

— 

— 

After ten years

92 

5.17 

— 

— 

Total

350 

6.21 

— 

— 

Other:

Within one year

7 

2.87 

— 

— 

Five to ten years

7 

5.84 

— 

— 

Total

14 

4.31 

— 

— 

Total securities

$

65,042 

3.93 

$

47,186 

1.79 

(1)Yields represent interest computed using the effective interest method on the amortized cost of securities inclusive of amortization of premiums or accretion of discounts, and excluding the impact of hedging. Weighted yield is represented on a TE basis with the exception of obligations of state and political subdivisions which are presented on a tax-effected basis.

(2)For purposes of maturity, MBS, which are not due at a single maturity date, have been included in maturity groupings based on the contractual maturity. The expected life of MBS will differ from contractual maturities because borrowers may have the right to call or prepay the underlying mortgage loans with or without call or prepayment penalties.

Truist Financial Corporation 59

Lending Activities

Truist strives to meet the credit needs of its clients while pursuing a balanced strategy of loan profitability, loan growth, and loan quality. Management believes that this purpose can best be accomplished by building strong client relationships over time and developing in-depth local market knowledge. The Company employs underwriting criteria governing the degree of risk assumed and the diversity of the loan portfolio in terms of type, industry, and geographical concentration.

Truist aims to lend to a diverse client base that is managed to be geographically dispersed with the goal of mitigating concentration risk arising from local and regional economic downturns. The following discussion provides additional information on the Company’s loan and lease portfolios. Refer to the “Risk Management” section in MD&A for a discussion of the credit risk management policies used to manage the portfolios.

Commercial Loan and Lease Portfolio

Commercial loans and leases represent the largest category of the Company’s loan and lease portfolio. Commercial Banking and Small Business Banking generally target small-to-middle market businesses with annual sales between $2 million and $500 million, while Investment Banking and Capital Markets provides lending solutions to large corporate clients. The commercial loan and lease portfolio consists of lending to public and private business clients and includes commercial and industrial, owner-occupied, equipment leasing and financing, CRE, government and institutional financing, premium financing, and dealer floor plan financing.

In accordance with the Company’s lending policy, each commercial loan undergoes a detailed underwriting process. Commercial loans are typically priced with an interest rate tied to market indices, such as the prime rate or SOFR and are individually monitored and reviewed for deterioration in the ability of the client to repay the loan. The majority of Truist’s commercial loans are secured by real estate, business equipment, inventories, and other types of collateral.

Residential Mortgage Loan Portfolio

Truist primarily originates conforming mortgage loans, loans under FHA, U.S. Department of Veterans Affairs, or U.S. Department of Agriculture programs, and higher quality jumbo and construction-to-permanent loans for one- to four-family residential properties. Conforming loans are loans that are underwritten in accordance with the underwriting standards set forth by FNMA and FHLMC. They are generally collateralized by one-to-four-family residential real estate, typically have loan-to-collateral value ratios of 80% or less at origination, or have mortgage insurance as required by investors and are made to borrowers that meet Truist’s credit standards.

Risks associated with mortgage lending include interest rate risk, which is mitigated through the sale of a substantial portion of conforming fixed-rate loans in the secondary mortgage market and an effective MSR hedging process. Credit risk is managed through underwriting procedures and mortgage insurance. The right to service the loans and receive servicing income is generally retained when conforming loans are sold. Management believes that the retention of mortgage servicing diversifies income while enabling Truist to build long-term client relationships and offer high-quality client service. Truist also purchases residential mortgage loans from correspondent originators. The loans purchased from third-party originators are subject to substantially the same underwriting and risk-management criteria as loans originated internally.

Home Equity Loan Portfolio

The home equity portfolio is composed of loans offered through Truist’s branch network. These include home equity loans and revolving home equity lines of credit secured by first or second liens on residential real estate in Truist’s market areas.

Indirect Auto Loan Portfolio

The indirect auto portfolio primarily includes secured indirect installment loans to consumers for the purchase of new and used automobiles. The indirect auto portfolio also includes nonprime and near-prime automobile finance. Such loans are originated through approved franchised and independent dealers throughout the Truist market area and nationally through Regional Acceptance Corporation. These loans are homogeneous, and no single loan is individually significant in terms of its size and potential risk of loss. Indirect auto loans are subject to lending policies and procedures and are underwritten with note amounts and credit limits that are consistent with the Company’s risk philosophy. In addition to its normal underwriting due diligence, Truist uses application systems and scoring systems to help underwrite and manage the credit risk in its indirect auto portfolio.

60 Truist Financial Corporation

Other Consumer Loan Portfolio

The other consumer loan portfolio includes: secured and unsecured loans originated through the Truist branch network marketed to qualifying clients and other creditworthy candidates in Truist’s market areas; LightStream, an online platform which originates fixed-rate, unsecured lending to consumers with strong credit; secured indirect installment loans to consumers for the purchase of new and used boats and recreational vehicles; Sheffield, a small ticket consumer lending division related to the purchase of power sports and outdoor power equipment; other indirect and point-of-sale lending to consumers, including through Service Finance, to finance home improvements, furniture purchases, certain elective health-care services; and unsecured loans originated via third-party partnerships, which are in runoff. These loans are homogeneous, and no single loan is individually significant in terms of its size and potential risk of loss. These loans are originated in accordance with underwriting criteria as determined by Truist.

Credit Card Loan Portfolio

The credit card portfolio consists of the outstanding balances on credit cards for commercial and consumer clients. Truist markets credit cards to its existing client base and does not solicit cardholders through nationwide programs or other forms of mass marketing. Such balances are generally unsecured and actively managed.

Refer to “Note 5. Loans and ACL” for additional information.

The following table summarizes the loan portfolio:

Table 13: Loans and Leases as of Period End

(Dollars in millions)

Dec 31, 2025

Dec 31, 2024

Commercial:

Commercial and industrial

$

167,808 

$

154,848 

CRE

23,720 

20,363 

Commercial construction

7,783 

8,520 

Consumer:

Residential mortgage

56,807 

55,599 

Home equity

9,719 

9,642 

Indirect auto

25,659 

23,089 

Other consumer

32,181 

29,395 

Credit card

4,918 

4,927 

Total loans and leases HFI

328,595 

306,383 

LHFS

1,883 

1,388 

Total loans and leases

$

330,478 

$

307,771 

Loans and leases HFI were $328.6 billion at December 31, 2025, up $22.2 billion compared to 2024.

Commercial loans increased $15.6 billion during 2025 primarily due to an increase of $13.0 billion in the commercial and industrial portfolio and $3.4 billion in the CRE portfolio due to higher production.

Consumer loans and credit cards increased $6.6 billion during 2025 primarily due to a $2.8 billion increase in other consumer portfolio driven by growth of higher-return point-of-sale lending or online portfolios (Service Finance and LightStream), a $2.6 billion increase in indirect auto portfolio primarily due to higher production, and a $1.2 billion increase in residential mortgage portfolio due to additional purchases and correspondent production.

Truist Financial Corporation 61

The following table presents a summary of the loans and leases by scheduled repayment period and interest rate terms. Determinations of maturities are based on scheduled repayments, except when rollovers or extensions are included for purposes of measuring the ACL. Truist’s credit policy typically does not permit automatic renewal of loans. At the scheduled maturity date (including balloon payment date), the client generally must request a new loan to replace the matured loan and execute either a new note or note modification with rate, terms, and conditions negotiated at that time.

Table 14: Loan Maturities

December 31, 2025

(Dollars in millions)

1 Year or Less

1 to 5 Years

5 to 15 Years

After 15 Years

Total

Fixed rate:

Commercial:

Commercial and industrial

$

10,558 

$

13,331 

$

9,153 

$

2,146 

$

35,188 

CRE

556 

1,646 

188 

7 

2,397 

Commercial construction

13 

34 

21 

34 

102 

Total commercial

11,127 

15,011 

9,362 

2,187 

37,687 

Consumer:

Residential mortgage

1,527 

6,204 

17,327 

22,924 

47,982 

Home equity

282 

880 

1,412 

337 

2,911 

Indirect auto

5,806 

17,630 

2,223 

— 

25,659 

Other consumer

6,058 

15,198 

7,306 

891 

29,453 

Total consumer

13,673 

39,912 

28,268 

24,152 

106,005 

Credit card

251 

— 

— 

— 

251 

Total fixed rate

25,051 

54,923 

37,630 

26,339 

143,943 

Variable rate:

Commercial:

Commercial and industrial

39,774 

82,733 

8,161 

1,952 

132,620 

CRE

4,812 

15,869 

633 

9 

21,323 

Commercial construction

3,186 

4,488 

7 

— 

7,681 

Total commercial

47,772 

103,090 

8,801 

1,961 

161,624 

Consumer:

Residential mortgage

206 

920 

2,835 

4,864 

8,825 

Home equity

640 

2,129 

4,026 

13 

6,808 

Other consumer

1,183 

1,267 

276 

2 

2,728 

Total consumer

2,029 

4,316 

7,137 

4,879 

18,361 

Credit card

4,667 

— 

— 

— 

4,667 

Total variable rate

54,468 

107,406 

15,938 

6,840 

184,652 

Total loans and leases HFI

$

79,519 

$

162,329 

$

53,568 

$

33,179 

$

328,595 

Certain residential mortgage loans have an initial period where the borrower is only required to pay the periodic interest. After the interest-only period, the loan will require the payment of both interest and principal over the remaining term. The outstanding balances of variable rate residential mortgage loans in the interest-only phase were approximately $714 million and $647 million at December 31, 2025 and December 31, 2024, respectively.

62 Truist Financial Corporation

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

Table 15: Average Loans and Leases

Three Months Ended

(Dollars in millions)

Dec 31, 2025

Sep 30, 2025

Jun 30, 2025

Mar 31, 2025

Dec 31, 2024

Commercial:

Commercial and industrial

$

163,990 

$

162,207 

$

158,491 

$

155,214 

$

153,209 

CRE

23,205 

21,171 

19,687 

19,832 

20,504 

Commercial construction

8,015 

8,258 

8,613 

8,734 

8,261 

Consumer:

Residential mortgage

57,100 

57,676 

56,789 

55,658 

54,390 

Home equity

9,679 

9,588 

9,586 

9,569 

9,675 

Indirect auto

25,639 

24,964 

24,158 

23,248 

22,790 

Other consumer

32,181 

31,714 

30,387 

29,291 

29,355 

Credit card

4,956 

4,915 

4,890 

4,849 

4,926 

Total average loans and leases HFI

$

324,765 

$

320,493 

$

312,601 

$

306,395 

$

303,110 

Average loans and leases HFI were $324.8 billion for fourth quarter of 2025, an increase of $4.3 billion, or 1.3%, compared to the third quarter of 2025.

•Average commercial loans increased 1.9% due to an increase in the commercial and industrial and CRE portfolios.

•Average consumer loans increased 0.5% due to growth in the indirect auto and other consumer portfolios, partially offset by a decline in the residential mortgage portfolio.

Truist Financial Corporation 63

Asset Quality

The following tables summarize asset quality information:

Table 16: Asset Quality

(Dollars in millions)

Dec 31, 2025

Dec 31, 2024

NPAs:

NPLs:

Commercial and industrial

$

839 

$

521 

CRE

47 

298 

Commercial construction

41 

3 

Residential mortgage

213 

166 

Home equity

99 

116 

Indirect auto

267 

259 

Other consumer

71 

66 

Total NPLs HFI

1,577 

1,429 

Loans held for sale

— 

— 

Total nonperforming loans and leases

1,577 

1,429 

Foreclosed real estate

3 

3 

Other foreclosed property

53 

45 

Total nonperforming assets

$

1,633 

$

1,477 

Loans 90 days or more past due and still accruing:

Commercial and industrial

$

3 

$

19 

CRE

— 

1 

Lease financing

Residential mortgage – government guaranteed

532 

430 

Residential mortgage – nonguaranteed

38 

51 

Home equity

7 

9 

Other consumer

28 

23 

Credit card

76 

54 

Total loans 90 days or more past due and still accruing

$

684 

$

587 

Loans 30-89 days past due and still accruing:

Commercial and industrial

$

127 

$

168 

CRE

25 

60 

Commercial construction

36 

3 

Residential mortgage – government guaranteed

329 

318 

Residential mortgage – nonguaranteed

357 

401 

Home equity

69 

60 

Indirect auto

679 

622 

Other consumer

281 

236 

Credit card

77 

81 

Total loans 30-89 days past due and still accruing

$

1,980 

$

1,949 

Nonperforming assets totaled $1.6 billion at December 31, 2025, up $156 million compared to December 31, 2024 due to an increase in the commercial and industrial and residential mortgage portfolios, partially offset by a decline in the CRE portfolio. Nonperforming loans and leases represented 0.48% of total loans and leases HFI, up one basis point compared to December 31, 2024.

Effective January 1, 2026, the Company has enhanced its nonaccrual criteria for certain indirect auto loans to prospectively include accounts in which cumulative payment extensions are at or above 12 months. Management expects this change to accelerate the timing of nonaccrual recognition in future periods for such loans, but does not expect a material impact on earnings or cash flows.

Loans 90 days or more past due and still accruing totaled $684 million at December 31, 2025, up $97 million compared to the prior year. Excluding government guaranteed loans, the ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases HFI was 0.05% at December 31, 2025, flat compared to December 31, 2024.

Loans 30-89 days past due and still accruing totaled $2.0 billion at December 31, 2025, up $31 million compared to the prior year due to increases in the indirect auto, other consumer, and commercial construction portfolios, partially offset by declines in the commercial and industrial, CRE, and residential mortgage portfolios. The ratio of loans 30-89 days past due and still accruing as a percentage of loans and leases HFI was 0.60% at December 31, 2025, down four basis points compared to the prior year.

64 Truist Financial Corporation

Problem loans include NPLs and loans that are 90 days or more past due and still accruing as disclosed in Table 16. 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 17: Asset Quality Ratios

Dec 31, 2025

Dec 31, 2024

Loans 30-89 days past due and still accruing as a percentage of loans and leases

0.60 

%

0.64 

%

Loans 90 days or more past due and still accruing as a percentage of loans and leases

0.21 

0.19 

NPLs as a percentage of loans and leases

0.48 

0.47 

NPLs as a percentage of total loans and leases(1)

0.48 

0.46 

NPAs as a percentage of:

Total assets(1)

0.30 

0.28 

Loans and leases plus foreclosed property

0.50 

0.48 

ALLL as a percentage of loans and leases

1.53 

1.59 

Ratio of ALLL to nonperforming loans and leases

3.2x

3.4x

Loans 90 days or more past due and still accruing as a percentage of loans and leases, excluding government guaranteed(2)

0.05 

%

0.05 

%

(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 18: Asset Quality Ratios

Year Ended December 31,

2025

2024

2023

Net charge-offs as a percentage of average loans and leases:

Commercial:

Commercial and industrial

0.23 

%

0.20 

%

0.20 

%

CRE

0.62 

1.31 

0.71 

Commercial construction

(0.03)

(0.03)

0.04 

Consumer:

Residential mortgage

— 

(0.01)

0.01 

Home equity

(0.06)

(0.07)

(0.12)

Indirect auto

2.00 

2.11 

1.66 

Other consumer

1.66 

1.73 

1.40 

Student

— 

— 

4.39 

Credit card

4.45 

5.26 

3.85 

Total

0.54 

0.59 

0.50 

Ratio of ALLL to net charge-offs

3.0x

2.7x

3.0x

The following table presents activity related to NPAs:

Table 19: Rollforward of NPAs

(Dollars in millions)

2025

2024

Balance, January 1

$

1,477 

$

1,488 

New NPAs

3,298 

3,331 

Advances and principal increases

390 

454 

Disposals of foreclosed assets(1)

(634)

(616)

Disposals of NPLs(2)

(316)

(223)

Charge-offs and losses

(1,208)

(1,313)

Payments

(1,109)

(1,308)

Transfers to performing status

(265)

(309)

Other, net

— 

(27)

Ending balance, December 31

$

1,633 

$

1,477 

(1)Includes charge-offs and losses recorded upon sale of $285 million and $260 million for the years ended December 31, 2025 and 2024, respectively.

(2)Includes gains, net of charge-offs and losses recorded upon sale, of $2 million and $14 million for the years ended December 31, 2025 and 2024, respectively.

Truist Financial Corporation 65

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.

66 Truist Financial Corporation

Table 20: Commercial and Industrial Portfolio Industry and Geography

December 31, 2025

December 31, 2024

(Dollars in millions)

LHFI

% of Total

NPL

LHFI

% of Total

NPL

Industry:

Finance and insurance

$

30,464 

18.2 

%

$

2 

$

24,271 

15.7 

%

$

28 

Manufacturing

13,418 

8.0 

91 

12,298 

7.9 

62 

Real estate and rental and leasing

11,993 

7.1 

1 

11,354 

7.3 

3 

Retail trade

11,940 

7.1 

24 

12,488 

8.1 

66 

Health care and social assistance

11,779 

7.0 

67 

12,154 

7.8 

129 

Public administration

8,658 

5.2 

2 

8,860 

5.7 

— 

Wholesale trade

7,655 

4.6 

212 

7,428 

4.8 

45 

Information

7,523 

4.5 

158 

5,235 

3.4 

66 

Utilities

6,582 

3.9 

— 

4,096 

2.6 

— 

Professional, scientific, and technical services

5,043 

3.0 

5 

4,125 

2.7 

8 

Educational services

4,868 

2.9 

— 

4,478 

2.9 

— 

Transportation and warehousing

4,497 

2.7 

22 

4,634 

3.0 

34 

Arts, entertainment, and recreation

4,182 

2.5 

1 

3,599 

2.3 

6 

Construction

3,350 

2.0 

4 

2,607 

1.7 

10 

Administrative and support and waste management and remediation services

3,108 

1.9 

36 

3,022 

2.0 

— 

Accommodation and food services

2,990 

1.8 

24 

2,935 

1.9 

9 

Other(1)

11,903 

7.0 

115 

12,211 

7.9 

23 

Subtotal

149,953 

89.4 

764 

135,795 

87.7 

489 

Business owner occupied

17,855 

10.6 

75 

19,053 

12.3 

32 

Total commercial and industrial

$

167,808 

100.0 

%

$

839 

$

154,848 

100.0 

%

$

521 

Geography:

Florida

$

18,532 

11.0 

%

$

30 

$

18,258 

11.8 

%

$

172 

Texas

17,001 

10.1 

157 

14,728 

9.5 

47 

New York

12,719 

7.6 

70 

11,379 

7.3 

50 

California

12,460 

7.4 

34 

8,115 

5.2 

8 

North Carolina

12,154 

7.2 

11 

12,167 

7.9 

16 

Georgia

11,452 

6.8 

149 

11,240 

7.3 

10 

Virginia

9,061 

5.4 

3 

9,343 

6.0 

7 

Maryland

7,057 

4.2 

4 

6,781 

4.4 

3 

Pennsylvania

6,890 

4.1 

131 

6,466 

4.2 

9 

Tennessee

5,873 

3.5 

42 

5,729 

3.7 

51 

New Jersey

4,743 

2.8 

5 

3,947 

2.5 

5 

South Carolina

4,213 

2.5 

4 

4,151 

2.7 

23 

Illinois

3,970 

2.4 

12 

3,639 

2.4 

20 

Ohio

3,624 

2.2 

— 

3,482 

2.2 

1 

Other(2)

38,059 

22.8 

187 

35,423 

22.9 

99 

Total commercial and industrial

$

167,808 

100.0 

%

$

839 

$

154,848 

100.0 

%

$

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.

The Finance and insurance industry includes various types of nonbank financial institutions, including asset securitization, securities-based lending, and certain REITs, which together comprise approximately 59% of Truist’s funded loans within that industry category. Asset securitization facilities are structured to provide funding to clients based on advance rates that are applied to pools of eligible collateral that generally result in over collateralization of the funded exposures. Securities-based lending arrangements are collateralized by marketable securities that are maintained in a restricted account and monitored by Truist on a daily basis to help determine whether the value of the underlying securities collateral complies with the terms of the margin agreement established with the origination of the loan.

Truist Financial Corporation 67

Table 21: CRE Portfolio Property Type and Geography

December 31, 2025

December 31, 2024

(Dollars in millions)

LHFI

% of Total

NPL

LHFI

% of Total

NPL

Industry:

Multifamily

$

8,055 

34.0 

%

$

4 

$

5,508 

27.0 

%

$

27 

Industrial

5,521 

23.3 

— 

4,303 

21.1 

3 

Retail

4,244 

17.9 

5 

3,530 

17.3 

33 

Office

2,435 

10.3 

36 

3,459 

17.0 

228 

Hotel

1,558 

6.6 

— 

1,891 

9.3 

— 

Other(1)

1,907 

7.9 

2 

1,672 

8.3 

7 

Total CRE

$

23,720 

100.0 

%

$

47 

$

20,363 

100.0 

%

$

298 

Geography:

Florida

$

2,668 

11.2 

%

$

2 

$

2,594 

12.7 

%

$

26 

Georgia

2,586 

10.9 

1 

2,010 

9.9 

80 

Texas

2,411 

10.2 

1 

1,599 

7.9 

6 

North Carolina

2,324 

9.8 

1 

2,212 

10.9 

10 

New York

2,323 

9.8 

6 

1,491 

7.3 

2 

California

1,628 

6.9 

— 

1,683 

8.3 

— 

Pennsylvania

1,566 

6.6 

— 

1,218 

6.0 

1 

Illinois

1,178 

5.0 

13 

624 

3.1 

— 

New Jersey

1,118 

4.7 

3 

439 

2.2 

35 

Virginia

1,034 

4.4 

— 

1,108 

5.4 

3 

Maryland

883 

3.7 

2 

713 

3.5 

8 

Other(2)

4,001 

16.8 

18 

4,672 

22.8 

127 

Total CRE

$

23,720 

100.0 

%

$

47 

$

20,363 

100.0 

%

$

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 22: Commercial Construction Portfolio Property Type and Geography

December 31, 2025

December 31, 2024

(Dollars in millions)

LHFI

% of Total

NPL

LHFI

% of Total

NPL

Industry:

Multifamily

$

3,871 

49.7 

%

$

— 

$

4,918 

57.7 

%

$

— 

Industrial

1,884 

24.2 

— 

1,680 

19.7 

— 

Single family - construction to permanent

1,070 

13.7 

— 

664 

7.8 

2 

Office

392 

5.0 

40 

627 

7.4 

— 

Single family - acquisition and development

and commercial land

208 

2.7 

— 

187 

2.2 

1 

Other(1)

358 

4.7 

1 

444 

5.2 

— 

Total commercial construction

$

7,783 

100.0 

%

$

41 

$

8,520 

100.0 

%

$

3 

Geography:

Florida

$

1,453 

18.7 

$

— 

$

1,138 

13.4 

$

— 

Georgia

1,188 

15.3 

— 

1,294 

15.2 

— 

Texas

1,088 

14.0 

— 

1,345 

15.8 

— 

North Carolina

748 

9.6 

— 

992 

11.6 

1 

California

431 

5.5 

— 

492 

5.8 

— 

Other(2)

2,875 

36.9 

41 

3,259 

38.2 

2 

Total commercial construction

$

7,783 

100.0 

%

$

41 

$

8,520 

100.0 

%

$

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.

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

68 Truist Financial Corporation

ACL

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

Table 23: Activity in ACL

Year Ended December 31,

(Dollars in millions)

2025

2024

2023

Balance, beginning of period

$

5,161 

$

5,093 

$

4,649 

Provision for credit losses

1,894 

1,870 

2,109 

Charge-offs:

Commercial and industrial

(461)

(395)

(390)

CRE

(147)

(316)

(166)

Commercial construction

— 

— 

(5)

Residential mortgage

(6)

(3)

(10)

Home equity

(10)

(9)

(10)

Indirect auto

(591)

(591)

(531)

Other consumer

(633)

(606)

(477)

Student

— 

— 

(108)

Credit card

(260)

(296)

(223)

Total charge-offs

(2,108)

(2,216)

(1,920)

Recoveries:

Commercial and industrial

98 

87 

70 

CRE

18 

34 

3 

Commercial construction

2 

2 

3 

Residential mortgage

5 

6 

6 

Home equity

16 

16 

23 

Indirect auto

102 

120 

107 

Other consumer

120 

110 

78 

Credit card

42 

38 

35 

Total recoveries

403 

413 

325 

Net charge-offs

(1,705)

(1,803)

(1,595)

Other(1)

(3)

1 

(70)

Balance, end of period

$

5,347 

$

5,161 

$

5,093 

ACL:

ALLL

5,030 

4,857 

4,798 

RUFC

317 

304 

295 

Total ACL

$

5,347 

$

5,161 

$

5,093 

(1)2023 includes the impact from the adoption of the Troubled Debt Restructurings and Vintage Disclosures accounting standard.

Net charge-offs during 2025 totaled $1.7 billion, or 0.54% as a percentage of average loans, and were down five basis points compared to the prior year, primarily driven by lower net charge-offs and growth in average loans and leases. Net charge-offs were lower in the CRE and credit card portfolios, partially offset by increases in the commercial and industrial, indirect auto, and other consumer portfolios.

The allowance for credit losses was $5.3 billion at December 31, 2025 and includes $5.0 billion for the allowance for loan and lease losses and $317 million for the reserve for unfunded commitments. The ALLL ratio was 1.53% at December 31, 2025, compared to 1.59% at December 31, 2024. Refer to “Note 5. Loans and ACL.” for additional information on the fluctuations in the ALLL. The ALLL covered nonperforming loans and leases held for investment 3.2x at December 31, 2025 compared to 3.4x at December 31, 2024. At December 31, 2025, the ALLL was 3.0x net charge-offs, compared to 2.7x at December 31, 2024.

Truist Financial Corporation 69

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 24: Allocation of ALLL by Category

December 31, 2025

December 31, 2024

(Dollars in millions)

Amount

% ALLL in Each Category

% Loans in Each Category

Amount

% ALLL in Each Category

% Loans in Each Category

Commercial and industrial

$

1,326 

26.3 

%

51.0 

%

$

1,284 

26.4 

%

50.7 

%

CRE

476 

9.5 

7.2 

643 

13.2 

6.6 

Commercial construction

246 

4.9 

2.4 

257 

5.3 

2.8 

Residential mortgage

198 

3.9 

17.3 

204 

4.2 

18.1 

Home equity

84 

1.7 

3.0 

89 

1.8 

3.1 

Indirect auto

1,036 

20.6 

7.8 

955 

19.7 

7.5 

Other consumer

1,238 

24.6 

9.8 

994 

20.5 

9.6 

Credit card

426 

8.5 

1.5 

431 

8.9 

1.6 

Total ALLL

5,030 

100.0 

%

100.0 

%

4,857 

100.0 

%

100.0 

%

RUFC

317 

304 

Total ACL

$

5,347 

$

5,161 

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.

Other Assets

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

Table 25: Other Assets as of Period End

(Dollars in millions)

Dec 31, 2025

Dec 31, 2024

Tax credit and other private equity investments

$

9,882 

$

9,303 

Bank-owned life insurance

8,515 

7,801 

Pension assets, net

7,920 

7,238 

Accrued income

2,028 

2,069 

Accounts receivable

1,624 

1,904 

FHLB stock

1,521 

965 

DTA

1,507 

1,945 

Leased assets and related assets

1,359 

1,352 

Derivative assets

1,343 

966 

Prepaid expenses

1,075 

1,061 

ROU assets

1,045 

1,015 

Other

1,151 

1,513 

Total other assets

$

38,970 

$

37,132 

70 Truist Financial Corporation

Funding Activities

Deposits are the primary source of funds for the Company’s lending and investing activities. Management also uses short-term borrowings, long-term debt, and scheduled payments and maturities from portfolios of loans and investment securities as a supplementary funding source for loan growth and other balance sheet management purposes. FHLB advances, other secured borrowings, Federal funds purchased and other short-term borrowed funds, as well as long-term debt issued through the capital markets, all provide supplemental liquidity sources. Funding activities are monitored and governed through Truist’s overall ALM process under the governance and oversight of the ALCO, which is further discussed in the “Market Risk” section in MD&A. The following section provides a brief description of the various sources of funds.

Deposits

Deposits are obtained principally from individuals and businesses within Truist’s geographic area and include noninterest-bearing checking accounts, interest-bearing checking accounts, savings accounts, money market deposit accounts, CDs, and IRAs. Deposit account terms vary with respect to the minimum balance required, the time period the funds must remain on deposit, and service charge schedules. Interest rates paid on specific deposit types are determined based on (i) competitor deposit rates, (ii) the anticipated amount and timing of funding needs, (iii) the availability and cost of alternative sources of funding, and (iv) anticipated future economic conditions and interest rates. Deposits are attractive sources of funding because of their stability and relative cost.

The following table presents a summary of deposits:

Table 26: Deposits as of Period End

(Dollars in millions)

Dec 31, 2025

Dec 31, 2024

Noninterest-bearing deposits

$

105,092 

$

107,451 

Interest checking

117,830 

109,042 

Money market and savings

139,044 

137,307 

Time deposits

38,432 

36,724 

Total deposits

$

400,398 

$

390,524 

Deposits totaled $400.4 billion at December 31, 2025, an increase of $9.9 billion, or 2.5%, from December 31, 2024 primarily due to increases in interest checking deposits, money market and savings, and time deposits, partially offset by a decline in noninterest-bearing deposits. Brokered deposits were $29.8 billion at December 31, 2025 compared to $28.1 billion at December 31, 2024.

Truist Financial Corporation 71

Approximately 62% of deposits were insured or collateralized at both December 31, 2025 and December 31, 2024. Truist deposit accounts are typically based on long-term relationships that include multiple products and services. The amount of deposits above the FDIC’s insurance limit of $250,000 was $177.6 billion and $170.7 billion as of December 31, 2025 and 2024, respectively, calculated using the same methodology as the Call Report for Truist Bank.

The following table summarizes the maturities of time deposit accounts above $250,000:

Table 27: Scheduled Maturities of Time Deposits $250,000 and Greater

December 31, 2025

(Dollars in millions)

Three months or less

$

8,140 

Over three through six months

1,832 

Over six through twelve months

617 

Over twelve months

416 

Total

$

11,005 

The following table presents average deposits:

Table 28: Average Deposits

Three Months Ended

(Dollars in millions)

Dec 31, 2025

Sep 30, 2025

Jun 30, 2025

Mar 31, 2025

Dec 31, 2024

Noninterest-bearing deposits

$

105,552 

$

105,751 

$

106,686 

$

105,895 

$

107,968 

Interest checking

112,313 

109,244 

116,193 

109,208 

107,075 

Money market and savings

138,114 

136,515 

135,607 

136,897 

138,242 

Time deposits

40,031 

45,090 

41,997 

40,204 

36,757 

Total average deposits

$

396,010 

$

396,600 

$

400,483 

$

392,204 

$

390,042 

Average deposits for the fourth quarter of 2025 were $396.0 billion, flat compared to the third quarter of 2025.

Average noninterest-bearing deposits decreased 0.2% compared to the prior quarter and represented 26.7% of total deposits for both the fourth and third quarters of 2025. Average interest checking deposits increased 2.8%. Average money market and savings accounts increased 1.2%. Average time deposits decreased 11.2%.

72 Truist Financial Corporation

Borrowings

The following table summarizes certain information for the past three years with respect to short-term borrowings excluding trading liabilities, hedges, and collateral in excess of derivative exposure:

Table 29: Short-Term Borrowings

As Of / For The Year Ended December 31,

(Dollars in millions)

2025

2024

2023

Securities sold under agreements to repurchase:

Maximum outstanding at any month-end during the year

$

8,425 

$

9,675 

$

4,120 

Balance outstanding at end of year

3,103 

9,675 

2,427 

Average outstanding during the year

5,845 

2,947 

2,472 

Average interest rate during the year

4.36 

%

5.13 

%

5.18 

%

Average interest rate at end of year

3.84 

4.42 

5.39 

Federal funds purchased and short-term borrowed funds:

Maximum outstanding at any month-end during the year

$

29,332 

$

28,218 

$

26,453 

Balance outstanding at end of year

24,736 

19,530 

22,401 

Average outstanding during the year

22,273 

21,552 

22,007 

Average interest rate during the year

4.36 

%

5.39 

%

5.26 

%

Average interest rate at end of year

3.47 

4.04 

5.15 

At December 31, 2025, short-term borrowings totaled $27.8 billion, a decrease of $1.4 billion compared to December 31, 2024. Average short-term borrowings were $28.1 billion and $24.5 billion for the years ended December 31, 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 $42.0 billion at December 31, 2025, an increase of $7.0 billion compared to December 31, 2024. During the year ended December 31, 2025, the Company had:

•Issuances of $7.1 billion of primarily fixed-to-floating rate senior notes with a weighted average interest rate of 4.68% due between May 20, 2027 and October 23, 2036 and $500 million of floating rate senior notes due July 24, 2028.

•Net issuances of $7.1 billion floating rate FHLB advances.

•Maturities and redemptions of $6.7 billion of senior notes and $1.3 billion of subordinated notes.

In January 2026, the Parent Company issued $1.3 billion principal amount of fixed-to-floating rate senior notes with an interest rate of 4.60% due January 27, 2032. Additionally, Truist Bank issued $1.3 billion principal amount of fixed-to-floating rate senior notes with an interest rate of 4.14% due January 27, 2029 and $350 million principal amount of floating rate senior notes due January 27, 2029.

In February 2026, the Parent Company announced that it will redeem $1.3 billion principal amount of senior notes due on March 2, 2027 on the redemption date of March 2, 2026.

Refer to “Note 11. Borrowings” for additional information on short-term borrowings and long-term debt.

Shareholders’ Equity

Total shareholders’ equity was $65.2 billion at December 31, 2025, an increase of $1.5 billion from December 31, 2024. This increase includes $5.3 billion in net income and $2.4 billion in OCI, partially offset by $3.0 billion in common and preferred dividends, $2.5 billion in common share repurchases, and $1.0 billion for the redemption of series P preferred stock. Truist’s book value per common share at December 31, 2025 was $47.74, compared to $43.90 at December 31, 2024. Truist’s TBVPS was $33.48 at December 31, 2025, up 12% compared to December 31, 2024.

Truist Financial Corporation 73

Risk Management

Truist seeks to maintain a comprehensive risk management framework supported by people, processes, and systems designed to identify, assess, measure, monitor, control, mitigate, govern, and report on risks arising from exposures and business activities. Truist has developed a risk taxonomy to provide for the identification, measurement, and reporting of primary risk types and classification of risk elements at Truist. Primary risk types are defined across eight categories including credit, market, liquidity, strategic, operational, technology, compliance, and financial crimes.

Truist has established an enterprise risk management framework to enable the execution of strategic goals and objectives in alignment with its risk appetite.

Truist is committed to fostering a culture that prioritizes and 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 are within the Company’s risk appetite and present attractive risk-adjusted returns, while preserving asset value and capital.

Truist’s compensation plans are designed to consider teammates’ adherence to and successful implementation of Truist’s risk values and associated policies and procedures. The Company’s compensation structure is designed to support its core values and sound risk management practices and to promote judicious risk-taking behavior.

Truist’s risk appetite is defined as the level of risk exposure Truist is willing to assume to realize its purpose, mission, and values, as well as to achieve its strategic objectives, deliver shareholder returns, and maintain the safety and soundness of Truist. The Board oversees the development of, and reviews, approves, and periodically monitors, the Company’s strategy and risk appetite with a long-term perspective on risks and rewards that is consistent with the capacity of Truist’s risk-management framework. The BRC assists the Board in overseeing the stature and performance of the RMO and the Company’s risk management framework and policies, including quantitative and qualitative statements of the Company’s risk appetite and risk limits, thresholds, and other parameters designed to supplement them.

The BRC appoints the CRO to lead the RMO and oversee the identification, assessment, measurement, monitoring, mitigating, and reporting of risks to Truist. The CRO reports functionally to the BRC and administratively to the CEO and has direct access to the Board to escalate risks (current or emerging) and report on the performance of risk management activities across the enterprise.

Truist’s RMO provides independent oversight and guidance for risk-taking across the enterprise. In keeping with the belief that consistent values drive long-term behaviors, Truist’s RMO has established four key behaviors all teammates are expected to practice daily, regardless of role:

•Awareness: demonstrate an appropriate understanding of enterprise and business unit risks and the controls required to effectively mitigate those risks. Complete required risk and compliance training within deadlines. Comply with applicable risk-related Truist policies.

•Identification: proactively recognize business concerns, issues, risks, or emerging risks as they arise in day-to-day activities.

•Escalation: speak up, report, and elevate concerns, issues, and risks as soon as possible through the appropriate reporting channel. Based on role, escalate and open issues timely.

•Mitigation: consistently execute applicable risk-related procedures and processes as designed for day-to-day activities. Maintain and execute effective controls to manage risk within the Company’s risk appetite. As applicable, complete successful and timely remediation of assigned issues.

The risk management framework is supported by a three-lines-of-defense structure with unique roles and responsibilities for executing risk management activities, maintaining independent oversight, and providing independent assurance. The first line of defense comprises the business units that originate the risks and are responsible for managing them through risk management activities. The second line of defense is the independent risk management oversight and challenge function provided by the RMO. The third line of defense is the independent assurance function provided by Truist Audit Services.

Centralized first-line risk execution and management has been standardized across the Company in partnership with the business units and enterprise functions. Dedicated first line of defense risk partners provide risk advice and oversight, issues management, testing, reporting, and business continuity expertise. First line of defense coordinates closely with the RMO in executing these responsibilities.

74 Truist Financial Corporation

The second line of defense is led by the CRO and is responsible for providing independent risk management, oversight, and effective challenge of the first line of defense. The key responsibilities of the second line of defense include (i) establishing policies and procedures to guide and oversee the execution of risk management framework requirements across Truist, (ii) overseeing first line of defense identification and assessment of current and emerging risks, as well as the effectiveness of governance, processes, and controls to mitigate risks, (iii) controlling the selection of key risk indicators and the establishment of risk limits to measure and monitor risk exposures relative to the Company’s established risk appetite, (iv) independently identifying and escalating issues, including opportunities to strengthen the internal control environment, and (v) acting in a consultative role to assist the first line of defense with identifying, monitoring, and mitigating risks.

As the third line of defense, Truist Audit Services provides independent and objective assurance for Truist. Truist Audit Services independently evaluates the adequacy and effectiveness of Truist's risk management, governance, and oversight, consistent with regulatory expectations and Truist's size, complexity, and risk profile. Truist Audit Services is led by the Chief Audit Officer, who reports functionally to the Audit Committee and administratively to the CEO.

Truist’s Committee and Risk Reporting Governance Program is designed to provide comprehensive Board and management risk oversight, maintaining a committee governance structure that supports alignment and execution of the risk management framework. The committee structure provides a mechanism to allow for efficient aggregation and escalation of risk information from the business units up to management and ultimately the Board. Truist’s committee structure is broken down into three levels of committees:

•Level I committees: Board committees established by the Board to assist in its oversight of the Company. Level I committees are subject to governance directly by the Board, Board committee charters, Truist Bylaws, and Corporate Governance Guidelines.

•Level II committees: Management committees appointed by a Level I committee. Level II committees report to the appointing Level I committee. The appointing Level I committee conducts an annual review of the Level II committee and its charter.

•Level III committees: Management committees appointed by a Level I or II committee. Level III committees report to the appointing Level I or II committee. The appointing Level I or II committee conducts an annual review of the Level III committee and its charter.

This committee structure includes management committees that are responsible for providing independent risk oversight of each of Truist’s primary risk types and comprehensive coverage of Truist’s strategy, risk-taking and execution activities. Examples of such committees include the ERC and Management Compensation Oversight Committee.

The BRC authorized the ERC to provide broad strategic oversight of all risk types and establish an integrated view of risks across Truist at the enterprise level. The ERC is responsible for maintaining a risk management framework and monitoring its adoption and execution across the enterprise. The ERC is chaired by the CRO, and its membership includes the CEO, CFO, Chief Audit Officer, and other designated members of Truist management.

Under our risk management taxonomy, the primary risk types consist of credit, market, liquidity, strategic, operational, technology, compliance, and financial crimes. Truist also uses models as a key component of its risk management activities, which are overseen by the MRO. The following is a discussion of each primary risk type.

Credit Risk

Credit risk is the risk to current or anticipated earnings or capital arising when a borrower, obligor, issuer, or counterparty may not meet its financial obligations. Credit risk is inherent in the financial services business and is primarily incurred through lending activities in the Company’s WB and CSBB operating segments. Several products expose the Company to credit risk, including loans and leases, lending commitments, derivatives, trading assets, and investment securities. Changes in credit quality can have a significant impact on the Company’s earnings and capital position.

The Level II ECRC, established by the BRC, oversees credit risk governance. The ECRC is responsible for maintaining an effective credit risk and portfolio management program. The ECRC utilizes Level III committees to oversee Truist’s WB and CSBB loan portfolios. The BRC reviews and approves the Level I Enterprise Credit Risk Management Policy on an annual basis. That policy authorizes the ECRC and its Level III committees to review, monitor, and approve Truist’s credit policies and key risk indicators, including limits.

Truist Financial Corporation 75

Truist manages credit risk in a manner consistent with Truist’s strategy and risk appetite by:

•establishing credit policies and underwriting requirements that are aligned with our strategy and risk appetite and periodically reevaluated per credit, market, economic and other relevant factors;

•setting portfolio asset quality, concentration and underwriting exception limits and transactional thresholds, as appropriate, in alignment with our risk appetite;

•monitoring current and emerging credit risks, early warning indicators and portfolio performance;

•monitoring criticized exposures and delinquent loans; and

•estimating credit losses and supporting appropriate levels of reserves and credit risk-based capital management.

Underwriting Approach

The loan portfolio is a primary source of profitability and risk. Proper loan underwriting is critical to Truist’s long-term financial success. The most significant underwriting criteria used to evaluate new loans and loan renewals are:

•Cash flow and debt service coverage - cash flow adequacy is a necessary condition of creditworthiness, meaning that loans must either be clearly supported by a borrower’s cash flow or, if not, must be justified by secondary repayment sources.

•Secondary sources of repayment - alternative repayment funds are a significant risk-mitigating factor as long as they are liquid, can be easily accessed, and provide adequate resources to supplement the primary cash flow source.

•Value of any underlying collateral - loans are generally secured by the asset being financed. Because an analysis of the primary and secondary sources of repayment is the most important factor, collateral, unless it is liquid, does not justify loans that cannot be serviced by the borrower’s primary and secondary cash flows.

•Overall creditworthiness of the client, taking into account the client’s relationships, both past and current, with Truist and other lenders - Truist’s success depends on building lasting and mutually beneficial relationships with clients, which involves assessing their financial position and background.

•Level of equity invested in the transaction - in general, borrowers are required to contribute or invest a portion of their own funds prior to any loan advances.

Refer to the “Lending Activities” section in MD&A for a discussion of each loan and lease portfolio.

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.

Market Risk - Interest Rate

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 interest rate 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.

76 Truist Financial Corporation

Corporate Treasury is responsible for the management of Truist’s IRR position as part of an integrated balance sheet management strategy. The TMRO team within the RMO monitors Corporate Treasury’s execution of these responsibilities. The ALCO and the BRC approve the policies governing interest rate management and, along with the ERC, receive periodic updates. 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.

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 Truist 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. From December 31, 2024 to December 31, 2025, the Company’s net interest income sensitivity to changes in interest rates decreased. This change was primarily driven by the addition of interest rate hedging instruments executed as part of Truist’s ongoing interest rate risk management activities.

Table 30: Interest Sensitivity Simulation Analysis

Dec 31, 2025

Dec 31, 2024

Up 200bps gradual change in interest rates

(0.9)

%

1.1 

%

Up 50bps instantaneous change in interest rates

(0.1)

0.6 

Down 50bps instantaneous change in interest rates

(0.2)

(0.8)

Down 200bps gradual change in interest rates

(0.3)

(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’s views on key risks. The results of key assumption sensitivity tests are reported to the ALCO and the BRC at least quarterly. Key assumptions and their associated sensitivity tests are reviewed with the ALCO and the BRC at least annually.

Truist Financial Corporation 77

Market Risk - 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. The Capital Markets Risk Management team within the RMO selects, calibrates and monitors compliance with key risk indicators and other risk measures, designed to establish risk-taking parameters for the trading desks within WB. The Capital Markets Risk Committee, ERC and BRC establish policies governing trading activities and receive regular updates to support the oversight of those activities.

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. Refer to the “Critical Accounting Policies” section in MD&A, “Note 18. Fair Value Disclosures,” and “Note 19. Derivative Financial Instruments” for discussion of valuation policies and methodologies.

Securitizations

As of December 31, 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 $94 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 December 31, 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 we use to measure and manage market risk. Other tools used to manage market risk include stress testing, scenario analysis, and stop loss limits.

78 Truist Financial Corporation

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 years ended December 31, 2025 and 2024. Average VaR measures in the year ended December 31, 2025 were higher compared to the year ended December 31, 2024, primarily due to elevated market volatility in April 2025.

Table 31: VaR-based Measures

Year Ended December 31,

2025

2024

(Dollars in millions)

10-Day Holding Period

1-Day Holding Period

10-Day Holding Period

1-Day Holding Period

VaR-based Measures:

Maximum

$

63 

$

15 

$

28 

$

12 

Average

22 

8 

21 

7 

Minimum

9 

4 

12 

4 

Period-end

10 

4 

16 

6 

VaR by Risk Class:

Interest Rate Risk

4 

6 

Credit Spread Risk

3 

6 

Equity Price Risk

3 

6 

Foreign Exchange Risk

— 

1 

Portfolio Diversification

(6)

(12)

Period-end

4 

6 

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 32: Stressed VaR-based Measures - 10 Day Holding Period

Year Ended December 31,

(Dollars in millions)

2025

2024

Maximum

$

287 

$

234 

Average

120 

145 

Minimum

45 

69 

Period-end

52 

105 

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.

Truist Financial Corporation 79

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 December 31, 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.

Model Risk Oversight

The 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 enhancements.

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. Refer to the “Capital” section in MD&A for additional discussion of capital adequacy.

Liquidity Risk

Liquidity risk is the risk that Truist will be unable, or that market participants may perceive Truist to be unable, to fund increases in its assets and meet its financial obligations at a reasonable cost and in a timely manner. Corporate Treasury is responsible for Truist’s Liquidity Risk Management as part of an integrated balance sheet management strategy, subject to the oversight of the TMRO team within the RMO. The ALCO, the BRC, and the Board approve the policies governing Liquidity Risk Management and, along with the ERC, receive periodic updates regarding the execution of the Liquidity Risk Management program.

Refer to the “Liquidity” section in MD&A for additional discussion.

80 Truist Financial Corporation

Strategic Risk

Strategic risk is the risk to earnings, capital, franchise value, stakeholder confidence, and human capital arising from ineffective strategy, inability to adapt to changes in the operating environment, adverse business decisions, or improper execution of strategic initiatives. Truist manages strategic risk through continuous monitoring of several key factors, including the Company’s earnings performance, human capital strength, capital adequacy, progress against strategic objectives, and external conditions such as market dynamics and client sentiment.

Strategic risk is managed by and the responsibility of the Corporate Finance & Strategy team, with governance through the Enterprise Strategy & Execution Committee. Independent oversight is provided by Strategic Risk Oversight within the RMO, with escalation through the Liquidity, Market, and Strategic Risk Committee to the ERC and, ultimately, the BRC.

Operational Risk

Operational risk is the risk of loss associated with external events or inadequate or failed internal processes, people, or systems. It includes legal risk, which is the risk of loss arising from defective transactions, litigation, claims, or the failure to adequately protect Company-owned assets. An operational loss occurs when an event results in a loss or reserve originating from operational risk. The Company executes business activities in diverse markets and relies on the ability of its teammates and systems to process a high number of transactions. Operational risk is inherent in all business activities, and the management of this risk is important to the achievement of the Company’s objectives. Business units and enterprise functions have primary responsibility and accountability for identifying, mitigating, and monitoring operational risks embedded in their business activities, including additional or increased risks created by economic and financial disruptions. Business continuity and disaster recovery planning are critical to effectively managing operational risks. Each business unit and enterprise function is required to develop, maintain, and test these plans at least annually to identify recovery activities that, if needed, can support mission critical functions, including technology, networks and data centers supporting client applications and business operations. While the Company strives to design processes to minimize operational risks, there is no absolute assurance that business disruptions or operational losses will not occur as a result of an external event or internal control breakdown. On an ongoing basis, management makes process changes and investments to enhance Truist’s systems of internal controls and business continuity and disaster recovery plans.

Model Risk

Model risk is the risk of adverse consequences to earnings, capital, compliance, operations, reputation, or client outcomes arising from decisions based on incorrect or misused model outputs. While model risk is not a primary risk type, Truist uses models for many purposes across our businesses, including the valuation of financial positions, estimation of credit losses, and the measurement of risk. Models also support activities such as pricing and profitability analysis, capital and liquidity planning, stress testing, scenario analysis, customer segmentation, fraud detection, marketing optimization, and strategic decision-making. Given their widespread use, model risk may adversely affect multiple risk areas, including credit, market, liquidity, and operational risks, among others. Models are managed by the applicable business units, which are responsible for their development, implementation, and use. Oversight of these activities is provided by the MRO, which is a component of the RMO. All models must meet pre-established validation criteria and undergo independent model testing prior to approval. Once models have been approved by the MRO, the applicable business units are responsible for the maintenance of an appropriate operating environment and must monitor and evaluate the performance of the models on a recurring basis. Models are updated in response to changes in portfolio composition, industry and economic conditions, technological capabilities, and other developments.

The MRO manages model risk through a suite of model governance and validation activities. The risk of each model is assessed and classified into risk tiers. Additionally, the MRO maintains an enterprise-wide model inventory containing relevant model lifecycle information. Regarding model validation, the MRO employs internal validation analysts and managers with relevant skill sets and expertise to conduct thorough reviews of model development, conceptual soundness, and implementation. On certain occasions, the MRO will also engage external parties to assist with validation efforts. Once in a production environment, the MRO assesses a model’s performance on a periodic basis through ongoing monitoring reviews. The MRO is also responsible for tracking issues that have been identified during model validation or through ongoing monitoring and engages with the applicable business unit to drive timely remediation. The MRO gauges model risk utilizing a collection of key risk indicators, which are periodically reported to relevant committees, including the Model Risk Management Committee and the ERC. The MRO also presents model risk topics to the BRC as necessary.

Technology Risk

Technology risk is the risk associated with the disruption or failure of technology that negatively impacts business operations. Truist has defined and adopted a technology risk framework that provides the foundation for its technology risk strategy, program, and oversight and defines key objectives, operating model components, risk domains, and capabilities to manage this risk.

Refer to “Item 1C. Cybersecurity” for a discussion regarding Truist’s cybersecurity risk management, strategy, and governance.

Truist Financial Corporation 81

Data Analytics, AI, and Generative AI Risks

Data risk is the risk to current or projected financial condition, operations, strategic objectives, and regulatory compliance arising from inadequate data accuracy, completeness, consistency, timeliness, relevance, integrity, and validity (i.e., data fidelity). Inadequate data fidelity can negatively impact regulatory and management reporting, public disclosures, and business decisions.

Truist recognizes the importance of maintaining accurate and reliable data and maintains a formal Data Risk Management program that is designed to mitigate risks related to data fidelity. Through active data risk monitoring and accuracy testing, Truist seeks to provide reasonable assurance regarding data-related processes, risks, and controls, as well as the quality and retention of key data used for operational, strategic, regulatory, and compliance purposes. Management and the Board provide oversight of the Data Risk Management program and receive regular updates from the RMO.

Truist’s AI program is foundationally based on the National Institute of Standards and Technology AI Risk Management Framework Core, which provides outcomes and actions that enable dialogue, understanding, and activities to manage AI risks and develop trustworthy AI systems. Oversight of Truist’s AI program is a regular focus of the Board, the BRC, and the BTC.

Compliance Risk

Compliance risk is the risk of legal or regulatory sanctions, financial loss, or damage to reputation as a result of noncompliance with (i) applicable laws, regulations, rules or other regulatory requirements (for example, the risk of consumers experiencing economic loss or other legal harm as a result of noncompliance with consumer protection laws, regulations and requirements); (ii) internal policies and procedures, standards of best practice, or codes of conduct; and (iii) principles of integrity and fair dealing applicable to Truist’s activities and functions. Truist recognizes that these compliance requirements are increasingly complex. Truist’s Compliance and Ethics Risk Management program provides independent oversight of first line of defense activities for compliance with the requirements applicable to the products and services provided by Truist through risk identification and evaluation, monitoring, and independent testing, among other activities. The program also oversees aspects of the Code of Ethics. The ERC and the BRC receive regular reporting from the program.

Financial Crimes Risk

Financial crimes risk is the risk of criminal charges, prosecutions, and penalties, as well as supervisory fines or supervisory actions due to noncompliance with applicable AML, sanctions, and anti-bribery/corruption laws and regulations. This includes the BSA, as amended, and its implementing regulations, Office of Foreign Assets Control prohibitions, and the Foreign Corrupt Practices Act. Key risks involve enforcement actions, monetary penalties, financial losses, reputational damage, and the risks related to mitigating money laundering, the financing of terrorism, engaging in prohibited activity with persons, entities, countries, and territories that are the subject of sanctions, and related illegal activities as required by applicable law. Truist’s AML Program provides risk identification, independent oversight of activities for compliance with BSA requirements, transaction monitoring, independent testing, issues management, training, and the creation and maintenance of compliance policies and procedures. Truist’s Financial Crimes Risk Management team is responsible for oversight of financial crimes risk. This team reports to the CRO and provides periodic updates to the ERC, the BRC, and the Board. The Board approves the appointment of the chief officer in charge of the AML Program, which includes a review of the AML policy on an annual basis.

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.

82 Truist Financial Corporation

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 oversee 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.

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 tabletop 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 satisfies 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 $91.7 billion and Truist’s average LCR was 111% for the three months ended December 31, 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 December 31, 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 Financial Corporation 83

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 Federal Reserve 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 Federal Reserve:

Table 33: Selected Liquidity Sources

(Dollars in millions)

Dec 31, 2025

Dec 31, 2024

Unused borrowing capacity:

Federal Reserve

$

84,160 

$

72,040 

FHLB

23,464 

31,411 

Available investment securities (at fair value)

70,150 

68,212 

Available secured borrowing capacity

177,774 

171,663 

Eligible cash at the Federal Reserve

29,973 

33,717 

Total

$

207,747 

$

205,380 

At December 31, 2025, Truist Bank’s available secured borrowing capacity represented approximately 4.8 times the amount of wholesale funding maturities in one year or less.

As of December 31, 2025, the Company had $1.3 billion in obligations to purchase goods or services that are enforceable and legally binding. Many of the purchase obligations have terms that are not fixed and determinable and are included in the total amount of obligations based upon the estimated timing and amount of payment. In addition, certain of the purchase agreements contain clauses that would allow Truist to cancel the agreement with specified notice; however, that impact is not included in determining the total amount of obligations. Refer to “Note 9. Other Assets and Liabilities,” “Note 11. Borrowings,” and “Note 16. Commitments and Contingencies” for additional information regarding outstanding balances of sources of liquidity and contractual commitments and obligations.

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, and advances to subsidiaries, including 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. Refer to “Note 22. Parent Company Financial Information” 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 December 31, 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.

84 Truist Financial Corporation

The following table presents the credit ratings and outlooks of the Parent Company and Truist Bank as of December 31, 2025:

Table 34: Credit Ratings of Truist Financial Corporation and Truist Bank

Moody’s

S&P

Fitch

DBRS Morningstar

Truist Financial Corporation:

Issuer

Baa1

A- / A-2

A / F1

AAL / R-1M

Senior unsecured

Baa1

A-

A-

AAL

Subordinated

Baa1

BBB+

BBB+

AH

Preferred stock

Baa3(hyb)

BBB-

BBB-

AL

Truist Bank:

Issuer

A3

A / A-1

A / F1

AA / R-1H

Senior unsecured

A3

A

A

AA

Deposits

A1 / P-1

NA

A+ / F1

AA

Subordinated

A3

A-

A-

AAL

Ratings outlook:

Credit trend

Stable

Stable

Stable

Stable

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 35: Capital Requirements

Minimum Capital

Well-Capitalized

Minimum Capital Plus Stress Capital Buffer(1)

Truist

Truist Bank

CET1

4.5 

%

NA

6.5 

%

7.0 

%

Tier 1 capital

6.0 

6.0 

%

8.0 

8.5 

Total capital

8.0 

10.0 

10.0 

10.5 

Leverage ratio

4.0 

NA

5.0 

NA

Supplementary leverage ratio

3.0 

NA

NA

NA

(1)Reflects an SCB requirement of 2.5% applicable to Truist as of December 31, 2025. Truist’s SCB requirement, received in the 2025 CCAR process, is effective from October 1, 2025 to September 30, 2027.

Payments of cash dividends and repurchases of common shares are among the methods used to manage any excess capital generated. In addition, management closely monitors the Parent Company’s double leverage ratio (investments in subsidiaries as a percentage of shareholders’ equity). The active management of the subsidiaries’ equity capital is the process used to manage this important driver of Parent Company liquidity and is a key element in the management of Truist’s capital position.

Management intends to maintain capital at Truist Bank at levels that exceed the minimum capital plus CCB. This will also result in Truist Bank being “well-capitalized” for regulatory purposes. The CCB is a regulatory requirement for banks to hold a specific amount of capital in addition to the minimum capital requirements. Truist Bank’s CCB is 2.5% of its risk-weighted assets.

Management’s capital deployment plan is to focus on (i) organic growth, (ii) dividends, (iii) share repurchases, and (iv) strategic opportunities and acquisitions.

Truist Financial Corporation 85

Truist Bank’s capital ratios are presented in the following table:

Table 36: Capital Ratios - Truist Bank

(Dollars in millions)

Dec 31, 2025

Dec 31, 2024

Risk-based:

CET1

11.8 

%

12.6 

%

Tier 1 capital

11.8 

12.6 

Total capital

13.3 

14.3 

Leverage ratio

9.8 

10.1 

Supplementary leverage ratio

8.2 

8.5

Risk-weighted assets

$

434,977 

$

407,778 

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

Table 37: Capital Ratios - Truist Financial Corporation

(Dollars in millions)

Dec 31, 2025

Dec 31, 2024

Risk-based:

CET1

10.8 

%

11.5 

%

Tier 1 capital

11.9 

12.9 

Total capital

13.8 

15.0 

Leverage ratio

10.0 

10.5 

Supplementary leverage ratio

8.3 

8.8 

Risk-weighted assets

$

443,257 

$

418,337 

Truist’s CET1 ratio was 10.8% as of December 31, 2025, down 70 basis points since December 31, 2024 as capital returned to shareholders and an increase in risk-weighted assets outpaced current year earnings.

Truist paid $2.7 billion in common stock dividends, or $2.08 per share, during 2025 and $2.8 billion, or $2.08 per share, during 2024. Truist repurchased $2.5 billion and $1.0 billion in common stock during 2025 and 2024, respectively. In early 2026, Truist declared common dividends of $0.52 per share for the first quarter of 2026.

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

86 Truist Financial Corporation

Non-GAAP Financial Measures

Tangible common equity, average tangible common equity, and related measures, including ROTCE and TBVPS, are non-GAAP measures that exclude the impact of intangible assets, net of deferred taxes, and their related amortization and impairment charges. These measures are useful for evaluating the performance of a business consistently, whether acquired or developed internally. Truist’s management uses these measures to assess profitability, returns relative to balance sheet risk, and shareholder value. These measures should not be considered in isolation or as a substitute for the related GAAP financial measures presented in this report and are not necessarily comparable to similar non-GAAP financial measures that may be presented by other companies. The following tables reconcile each non-GAAP financial measure to the most directly comparable GAAP financial measure.

Table 38: Reconciliation of ROTCE

Year Ended December 31,

(Dollars in millions)

2025

2024

2023

Calculation of tangible net income available to common shareholders:

Net income available to common shareholders

(a)

$

4,974 

$

4,469 

$

(1,452)

Goodwill impairment

— 

— 

6,078 

Amortization of intangibles

290 

345 

527 

Applicable income taxes related to amortization of intangibles(1)

(69)

(65)

(125)

Tangible net income available to common shareholders

(b)

$

5,195 

$

4,749 

$

5,028 

Calculation of average tangible common shareholders’ equity:

Average common shareholders’ equity

(c)

$

58,902 

$

55,876 

$

56,306 

Average intangible assets

(18,560)

(20,636)

(30,441)

Applicable deferred taxes related to intangible assets(1)

416 

550 

790 

Average tangible common shareholders’ equity

(d)

$

40,758 

$

35,790 

$

26,655 

Return on average common shareholders’ equity

(a)/(c)

8.4 

%

8.0 

%

(2.6)

%

ROTCE

(b)/(d)

12.7 

13.3 

18.9 

(1)Calculated using the applicable marginal tax rate.

Table 39: Reconciliation of Tangible Common Equity

(Dollars in millions, except per share data, shares in thousands)

Dec 31, 2025

Dec 31, 2024

Calculation of period end tangible common equity:

Total shareholders’ equity

$

65,189 

$

63,679 

Preferred stock

(4,916)

(5,907)

Common shareholders’ equity

(a)

$

60,273 

$

57,772 

Intangible assets

(18,416)

(18,702)

Applicable deferred taxes related to intangible assets(1)

407 

428 

Tangible common equity

(b)

$

42,264 

$

39,498 

Common shares outstanding at end of period

(c)

1,262,470 

1,315,936 

Common shareholders’ equity per common share

(a)/(c)

$

47.74 

$

43.90 

TBVPS

(b)/(c)

33.48 

30.01 

(1)Calculated using the applicable marginal tax rate.

Truist Financial Corporation 87

Reclassifications

In certain circumstances, reclassifications have been made to prior period information to conform to the current presentation. Such reclassifications had no effect on previously reported shareholders’ equity or net income. Refer to “Note 1. Basis of Presentation” for additional discussion regarding reclassifications.

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. The 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. Understanding Truist’s accounting policies is fundamental to understanding the consolidated financial position and consolidated results of operations. Accordingly, Truist’s significant accounting policies and the effects of new accounting pronouncements are discussed in detail in “Note 1. Basis of Presentation.”

The following is a summary of Truist’s critical accounting policies that are highly dependent on estimates, assumptions, and judgments. These critical accounting policies are reviewed with the Audit Committee of the Board on a periodic basis.

Allowance for Credit Losses (ACL)

Truist’s ACL represents management’s best estimate of expected future credit losses related to the loan and lease portfolios and off-balance sheet lending commitments at the balance sheet date. Estimates of expected future loan and lease losses are determined by using statistical models and management’s judgment. The ACL estimation process includes both quantitatively calculated components as well as qualitative components. Quantitative models are designed to forecast probability of default, exposure at default and loss given default by correlating certain macroeconomic forecast data to historical experience. The models are generally applied at the portfolio level to pools of loans with similar risk characteristics. Certain loans or leases that do not have similar risk characteristics are individually evaluated when establishing an allowance for expected credit losses. The macroeconomic forecast data used in the models is based on forecasted variables for the reasonable and supportable period of two years. Beyond this forecast period, the models gradually revert to long-term historical loss conditions over a one-year period. As a means of addressing uncertainty related to future economic conditions, the quantitative allowance components include an adjustment that reflects model outputs calculated using a range of potential future economic conditions. Expected losses are estimated through contractual maturity, giving appropriate consideration to expected prepayments unless the borrower has a right to renew that is not cancellable or to capture the losses expected at the balance sheet date.

The qualitative components of the ACL incorporate management’s judgment in determining adjustments where model outputs are inconsistent with management’s expectations of expected credit losses. The qualitative components are used to adjust for limitations in modeled results related to current economic conditions, as well as considerations with respect to the impact of current and expected events or risks, the outcomes of which are uncertain and may not be completely considered by quantitative models.

Management considers a range of macroeconomic forecast data in the allowance estimation process. Under the range of scenarios considered as of December 31, 2025, use of the Company’s pessimistic scenario would have resulted in an increase to the modeled allowance results of approximately $2.4 billion. This estimate reflects the sensitivity of the modeled allowance estimate to macroeconomic forecast data but does not consider other qualitative adjustments that could increase or decrease modeled loss estimates calculated using this alternative economic scenario.

The methodology used to determine an estimate of the reserve for unfunded commitments (RUFC) is similar to that used to determine the funded component of the ALLL and is measured over the period for which there is a contractual obligation to extend credit that is not unconditionally cancellable. The RUFC is adjusted for factors specific to binding commitments, including the probability of funding and exposure at default. A detailed discussion of the methodology used in determining the ACL is included in “Note 1. Basis of Presentation.”

Fair Value of Financial Instruments

The vast majority of assets and liabilities measured at fair value on a recurring basis are based on either quoted market prices or market prices for similar instruments. The Enterprise Valuation Committee provides oversight to Truist’s enterprise-wide IPV function, which is responsible for the comparison of pricing information received from the third-party pricing service or internally to other third-party pricing sources, approving tolerance limits determined by IPV for price comparison exceptions, reviewing significant changes to pricing and valuation policies, and reviewing and approving the pricing decisions made on any illiquid and hard-to-price securities. Refer to “Note 18. Fair Value Disclosures” for additional disclosures regarding the fair value of financial instruments.

88 Truist Financial Corporation

Investment Securities

Truist generally utilizes a third-party pricing service in determining the fair value of its AFS investment securities. Fair value measurements are derived from market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer spreads, and broker quotes. Management performs procedures to evaluate the fair values provided by the third-party service provider. These procedures, which are performed independently of the responsible business unit, include comparison of pricing information received from the third-party pricing service to other third-party pricing sources, review of additional information provided by the third-party pricing service and other third-party sources for selected securities, and back-testing to compare the price realized on security sales to the daily pricing information received from the third-party pricing service. When market observable data is not available, which generally occurs due to the lack of liquidity or inactive markets for certain securities, the valuation of the security is subjective and may involve substantial judgment by management to reflect unobservable input assumptions.

Mortgage Servicing Rights

Residential MSRs do not trade in an active, open market with readily observable prices. While sales of MSRs do occur, the precise terms and conditions typically are not readily available. Accordingly, Truist estimates the fair value of residential MSRs using a valuation model to project residential MSR cash flows over multiple interest rate scenarios, which are then discounted at risk-adjusted rates. The model considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service, and other economic factors. Truist periodically reassesses and adjusts the underlying inputs and assumptions in the model to reflect market conditions and assumptions that a market participant would consider in valuing the residential MSR asset.

Fair value estimates and assumptions are compared to industry surveys, recent market activity, actual portfolio experience and, when available, observable market data. Due to the nature of the valuation inputs, residential MSRs are classified within Level 3 of the valuation hierarchy. The value of residential MSRs is significantly affected by mortgage interest rates available in the marketplace, which influence mortgage loan prepayment speeds. In general, during periods of declining interest rates, the value of MSRs declines due to increasing prepayments attributable to increased mortgage-refinance activity. Conversely, during periods of rising interest rates, the value of residential MSRs generally increases due to reduced refinance activity. Truist typically hedges against market value changes in the residential MSRs. Refer to “Note 8. Loan Servicing” for quantitative disclosures reflecting the effect that changes in management’s assumptions would have on the fair value of residential MSRs.

Trading Assets and Liabilities

Fair value measurements for trading securities and securities sold short are derived from observable market-based information, including overall market conditions, recent trades, comparable securities, broker quotes, and FINRA’s Trade Reporting and Compliance Engine data. Security prices are also validated through actual cash settlement upon the sale of a security. When observable market prices are not available, the Company uses judgment and estimates fair value using internal models that reflect assumptions consistent with those that would be used by a market participant in estimating fair value. Refer to “Note 18. Fair Value Disclosures” for further information about the Company’s trading securities and securities sold short.

Truist elects to measure certain loans at fair value when such reporting aligns with the underlying business purpose. Trading loans include loans held in connection with the Company’s trading business primarily consisting of commercial and corporate leveraged loans and loans made or acquired in connection with the Company’s TRS business. Trading loans are valued by a third-party pricing service primarily using quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. Refer to “Note 18. Fair Value Disclosures” for further information on the Company’s trading loans and other trading liabilities. Refer to “Note 16. Commitments and Contingencies,” and “Note 19. Derivative Financial Instruments,” for further discussion of the Company’s TRS business.

Derivative Assets and Liabilities

Truist uses derivatives to manage various financial risks and in a dealer capacity to facilitate client transactions. The fair values of derivative financial instruments are determined based on quoted market prices and internal pricing models that use market observable data for interest rates, foreign exchange, equity, and credit. The fair value of interest rate lock commitments, which are related to mortgage loan commitments, is based on quoted market prices adjusted for commitments that Truist does not expect to fund and includes the value attributable to the net servicing fee. Refer to “Note 18. Fair Value Disclosures” for information on the significant inputs used to value derivatives, as well as how such values are impacted by changes in those inputs.

Truist Financial Corporation 89

Goodwill and Other Intangible Assets

The acquisition method of accounting requires that assets acquired and liabilities assumed in business combinations are recorded at their fair values. This often involves estimates based on third-party valuations or internal valuations based on discounted cash flow analyses or other valuation techniques, which are inherently subjective. The amortization of definite-lived intangible assets is based upon the estimated economic benefits to be received, which is also subjective. Business combinations also typically result in goodwill, which is subject to ongoing periodic impairment testing based on the fair values of the reporting units to which the acquired goodwill relates. Refer to “Note 1. Basis of Presentation” for a description of the impairment testing process.

The Company’s three reporting units with goodwill balances are CSBB, WB excluding Wealth, and Wealth. Management performs a goodwill impairment analysis on an annual basis as of October 1st, 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. For its annual impairment review, Truist performed a quantitative test of each of its reporting units. The quantitative impairment test estimates the fair value of the reporting units using the income approach and a market-based approach, weighted 50% and 50%, respectively. The inputs and assumptions specific to each reporting unit are incorporated in the valuations, including projections of future cash flows, discount rates, applicable valuation multiples based on the comparable public company information, and guideline transactions, when applicable. 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 income, 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 income is the most significant input to the financial projections of the CSBB and WB reporting units, while noninterest income is the most significant input to the financial projections of the Wealth reporting unit. The long-term growth rate used in determining the terminal value of each reporting unit was 3% as of October 1, 2025, 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 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, 2025 indicated that if the discount rate increased 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, adverse performance in relation to management’s projections or potential future 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, changes in the underlying makeup of the reporting unit, or changes in the risk profile of the reporting unit, which could impact whether the fair value of a reporting unit is less than its carrying value.

Refer to “Note 1. Basis of Presentation” and “Note 7. Goodwill and Other Intangible Assets” for additional goodwill information.

Income Taxes

Truist is subject to income tax laws of the U.S., its states, and the municipalities in which the Company conducts business. In estimating the net amount due to or to be received from tax jurisdictions either currently or in the future, the Company assesses the appropriate tax treatment of transactions and filing positions after considering statutes, regulations, judicial precedent, and other pertinent information. The income tax laws are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. Significant judgment is required in determining the tax accruals and in evaluating the Company’s tax positions, including evaluating uncertain tax positions. Changes in the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws and new judicial guidance, the status of examinations by the tax authorities, and newly enacted statutory and regulatory guidance that could impact the relative merits and risks of tax positions. These changes, when they occur, impact tax expense and can materially affect operating results. Truist reviews tax positions quarterly and adjusts accrued taxes as new information becomes available.

90 Truist Financial Corporation

Deferred income tax assets represent amounts available to reduce income taxes payable in future years. Such assets arise due to temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from NOL and tax credit carryforwards. The Company regularly evaluates the ability to realize DTAs, recognizing a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that some portion or all of the DTA will not be realized. In determining whether a valuation allowance is necessary, the Company considers the level of taxable income in prior years to the extent that carrybacks are permitted under current tax laws, as well as estimates of future pre-tax and taxable income and tax planning strategies that would, if necessary, be implemented. Truist currently maintains a valuation allowance for certain state carryforwards. Refer to “Note 1. Basis of Presentation” and “Note 14. Income Taxes” for additional income tax information.

Pension and Postretirement Benefit Obligations

Truist offers various pension plans and postretirement benefit plans to teammates. Calculation of the obligations and related expenses under these plans requires the use of actuarial valuation methods and assumptions, which are subject to management judgment and may differ significantly if different assumptions are used. The discount rate assumption used to measure the postretirement benefit obligations is set by reference to a high-quality corporate bond yield curve and the individual characteristics of the plans such as projected cash flow patterns and payment durations.

Management also considered the sensitivity that changes in the expected return on plan assets and the discount rate would have on pension expense. For the Company’s qualified plans, a decrease of 50 basis points in the discount rate would result in additional pension expense of approximately $20 million for 2026, while a decrease of 50 basis points in the expected return on plan assets would result in an increase of approximately $79 million in pension expense for 2026. These estimates reflect the sensitivity of certain factors considered in calculation of pension expense but does not consider all factors that could increase or decrease estimates calculated.

Refer to “Note 15. Benefit Plans” for disclosures related to the benefit plans.