A Letter from our Chairman and Chief Executive Officer

March 16, 2026

Dear Fellow Shareholders,

You are invited to attend the Annual Meeting of Shareholders of Truist Financial Corporation on April 28, 2026, at 11:00 a.m. Eastern Time. This year’s meeting will be held in a virtual-only format, and the accompanying 2026 Proxy Statement provides instructions for attending, voting, and submitting questions.

Across Truist, our teammates remained steadfast in our purpose—to inspire and build better lives and communities. Throughout the year, we delivered solid financial results and meaningfully advanced our strategic priorities. In doing so, we kept our focus on the interests of clients, communities, teammates, and shareholders, which helped to build the strong momentum we have entering 2026.

Our teams strengthened core businesses, deepened client relationships, and advanced our digital capabilities to simplify and modernize the client experience across all channels. We generated broad-based consumer and wholesale loan growth, achieved positive operating leverage through revenue growth and disciplined expense management, continued making targeted investments in talent, technology, and risk infrastructure, and maintained strong asset quality.

We returned $5.2 billion in capital to shareholders through $2.7 billion in common stock dividends and $2.5 billion in share repurchases. In December 2025, our Board authorized a new share-repurchase program of up to $10 billion, underscoring our commitment to prudent capital stewardship in a dynamic environment.

Our strong 2025 results provide a foundation for accelerated growth and profitability in 2026. Looking ahead, we will continue to deploy capital and resources with discipline, prioritizing high-return investments that support sustainable performance and long-term competitiveness. We remain confident in our ability to execute on our strategic objectives, maintain strong risk discipline, and achieve our targeted return on tangible common equity. We enter 2026 with clarity, momentum, and a resilient sense of purpose.

I encourage you to review the accompanying 2026 Proxy Statement, our 2025 Annual Report, and our 2025 Form 10-K for additional information about our performance, governance, and priorities. Whether or not you plan to attend the Annual Meeting, please vote your shares promptly to ensure your voice is heard.

In closing, I want to express particular appreciation for the contributions of Steven Voorhees, who retired from the Board at the end of 2025 after many years of dedicated service. His purposeful leadership enriched Truist in countless ways. I also want to recognize Jonathan Pruzan, who joined the Board last year and is already providing meaningful value to our strategic advancement.

On behalf of our Board of Directors and more than 38,000 Truist teammates, thank you for your continued trust and investment.

Sincerely,

William H. Rogers, Jr.

Chairman and Chief Executive Officer

A Letter from our Lead Independent Director

March 16, 2026

Dear Fellow Shareholders,

As Truist’s Lead Independent Director, I am pleased to share the Board’s perspective on our oversight priorities and ongoing commitment to strong governance and accountability on behalf of shareholders.

Throughout 2025, the Board worked closely with management to oversee the execution of Truist’s strategy, monitor performance, and support decision-making consistent with sound risk management, capital strength, and shareholder interests.

Oversight and Governance

The Board is deeply engaged in overseeing Truist’s creation of long-term value for shareholders. During the year, demonstrable progress was evident in the growth of wholesale and consumer loans, strong credit results, risk discipline, and positive operating leverage. At the same time, forward-looking investments were made in products and services, talent, technology, and risk infrastructure to reinforce the strength of the company’s diversified businesses. We also approved a significant increase in the return of capital to shareholders, with $5.2 billion of common stock dividends and share repurchase in 2025 and the approval in December of a new share-repurchase program of up to $10 billion.

Board Refreshment and Committee Leadership

We believe effective governance requires a strong Board with directors who possess the right mix of skills, experiences, and perspectives to guide Truist through a changing environment.

In 2025, Jonathan Pruzan was welcomed to the Board, where he brings current experience as co-president of a specialized investment firm after nearly 30 years at Morgan Stanley in roles that included chief operating officer and chief financial officer. We also acknowledged the retirement of Steven Voorhees, who served Truist with distinction for many years and made significant contributions to advancing our purpose and strengthening our governance.

The Board undertook a thoughtful review of committee composition in 2025 as well. We appointed new independent chairs for three of our committees — the Risk Committee, the Compensation and Human Capital Committee, and the Trust Committee — and refreshed the membership of nearly every standing committee. These changes introduced fresh perspectives to our committees while matching director expertise with key areas such as risk management and technology.

Engagement and Accountability

Our independent directors maintain active engagement with shareholders so that your perspectives are heard and reflected in our oversight and decision-making processes. After many years of strong shareholder support, our say-on-pay vote passed with a disappointing level of approval at our 2025 annual meeting. In response, we strengthened our engagement program and expanded our outreach efforts to better understand investor concerns, discuss our compensation program, and clarify the strong alignment between pay and performance. As Lead Independent Director and the incoming Chair of the Compensation and Human Capital Committee, I personally led several of our meetings with shareholders. The views and observations received during this engagement informed the Compensation and Human Capital Committee’s decision to implement enhancements to our compensation program and disclosures, resulting in further alignment with shareholder preferences and expectations. We value these ongoing discussions as integral to maintaining transparency, trust, and continuous improvement in our compensation and governance practices.

We remain confident that Truist is executing its strategy with discipline and focus and that our governance framework supports sustainable performance and long-term shareholder value. On behalf of the Board, thank you for your continued trust and engagement. We look forward to building on the progress made in 2025 as we advance Truist’s purpose in the years ahead.

Sincerely,

Thomas E. Skains

Lead Independent Director

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS OF

TRUIST FINANCIAL CORPORATION

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 28, 2026

The solicitation of the enclosed proxy is made on behalf of the Board of Directors for use at the annual meeting of shareholders to be held on April 28, 2026. A copy of this proxy statement, our 2025 Annual Report, and our 2025 Annual Report on Form 10-K are available at: www.proxyvote.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this proxy statement are or may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. 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 (1) 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; (2) steps taken that will position Truist for sustainable growth; (3) our strategic and financial objectives; and (4) Truist aiming to lend to a diverse client base that is geographically dispersed.

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. You should consider the uncertainties and risks discussed in our most recent Annual Report on Form 10-K and subsequent Securities and Exchange Commission (“SEC”) filings. The forward-looking statements in this proxy statement are made as of the date of this proxy statement, unless otherwise indicated, and Truist undertakes no obligation to revise or update any forward-looking statements, except to the extent required by applicable law or regulation. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement. The Corporate Responsibility and Sustainability Report, similar reports, and our Board committee charters, policies, and governance documents referred to in this proxy statement are not incorporated by reference herein.

Table of Contents

Truist Financial Corporation

214 N. Tryon Street

Charlotte, NC 28202

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement for Truist Financial Corporation, which is sometimes referred to as the “Company,” “Truist,” “we,” or “us.” This summary does not contain all of the information that you should consider, and you should read this entire proxy statement carefully before you vote. Additional information regarding our 2025 performance can be found in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). The proxy materials were first made available on March 16, 2026, to shareholders of record of our common stock at the close of business on February 19, 2026 (the “Record Date”).

The 2026 Annual Meeting of Shareholders of Truist Financial Corporation (the “Annual Meeting”) will be a virtual-only meeting.

2026 Annual Meeting of Shareholders

Proposals and Voting Recommendations

Shareholders will vote on the following five proposals:

Proxy Statement Summary

How to Vote

Proxy Voting Methods

Internet

Telephone

During the Annual  Meeting

Mail

Go to www.proxyvote.com and follow the instructions on the website.

Call 1-800-690-6903  and follow the instructions  on the proxy card or your  voting instruction form.

While we encourage you to  vote before the meeting,  shareholders may vote  online during the meeting by  following the instructions  on page 104.

Sign, date, and mail your  proxy card or  voting instruction form.

Attending the Annual Meeting

The Annual Meeting will be a virtual-only meeting. If you are a registered shareholder or beneficial owner on the Record Date or are a duly authorized proxy holder of such a registered shareholder or beneficial owner, you may attend the Annual Meeting and submit questions online before and during the Annual Meeting. You will be able to do so by visiting www.virtualshareholdermeeting.com/TFC2026 and logging in with your name, a valid email address, and the 16-digit control number found on your proxy card, voting instruction form, or Notice of Internet Availability, as applicable. You may log in to and attend the Annual Meeting online beginning at 10:45 a.m. Eastern Time on April 28, 2026. The Annual Meeting will begin promptly at 11:00 a.m. Eastern Time.

For additional information on voting, attendance, and submitting questions for the Annual Meeting, see Voting and Other Information on page 104.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance online or, if you received or requested printed copies of the proxy materials, by phone or by mail to ensure that your shares will be represented at the Annual Meeting.

No recording of the Annual Meeting is permitted, including audio and video recording.

Proxy Statement Summary

Truist’s Purpose

Truist is a purpose-driven financial-services company committed to inspiring and building better lives and communities.

Purpose

Inspire and build better lives and communities.

Business Overview

Headquartered in Charlotte, North Carolina, Truist has leading market share in many of the high-growth markets in the United States and offers a wide range of financial solutions and services through wholesale and consumer businesses, including:

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 among the 10 largest commercial banks in the United States and provides banking and trust services for clients through 1,927 offices as of December 31, 2025, and its mobile and online platforms.

Proxy Statement Summary

2025 Business Performance

In 2025, Truist delivered strong, purpose-driven results, growing earnings, strengthening client relationships, and making significant progress across our five enterprise strategic priorities: executing on strategic growth initiatives, driving positive operating leverage, investing in talent, technology, and our risk infrastructure, maintaining strong credit and risk discipline, and returning capital to our shareholders. Our performance in 2025 provides a foundation for accelerated growth and profitability improvement in 2026 and beyond.

Proxy Statement Summary

Positive Momentum Within Our Business Segments

Consumer and Small Business Banking (“CSBB”)

CSBB prioritized growing deposits with an emphasis on the Premier offering, increasing client acquisition, deepening client relationships, and expanding digital acquisition and engagement—leveraging technology to meet clients where they are.

Wholesale Banking

Wholesale Banking prioritized capturing more of the market with an industry banking strategy, continuing momentum in Investment Banking and Capital Markets (which saw meaningful improvement in the second half of 2025), generating additional Wealth fee income from existing clients, and deepening with Wholesale Payments.

Proxy Statement Summary

Truist Board of Director Nominees

The Board of Directors of Truist (the “Board”) has nominated the following slate of 12 individuals for election as directors to serve until the next annual meeting of shareholders in 2027 or until their successors are duly elected and qualified. This slate comprises all of the current directors of Truist. We value the skills, experiences, and perspectives that these nominees bring to Truist as well as their dedication to our purpose and the creation of long-term shareholder value. See Director Nominee Criteria on page 24 for additional information.

Age

Independent

Principal Occupation

Standing Board Committee Memberships

William H. Rogers, Jr.

68

Chairman and Chief Executive Officer of Truist

◾ Executive (Chair)

Thomas E. Skains

69

Lead Independent Director of Truist   Retired Chairman, President, and CEO of Piedmont Natural Gas Company, Inc.

◾ Compensation and Human Capital (Chair)   ◾ Executive   ◾ Nominating and Governance

Jennifer S. Banner

66

Executive Director of Management Forum of, and Consultant with Special Appointment to, the University of Tennessee’s Haslam College of Business

◾ Audit   ◾ Technology

K. David Boyer, Jr.

74

CEO of GlobalWatch Technologies, Inc.

◾ Technology

Agnes Bundy Scanlan

68

President of The Cambridge Group LLC

◾ Executive   ◾ Nominating and Governance (Chair)   ◾ Risk

Proxy Statement Summary

Age

Independent

Principal Occupation

Standing Board Committee Memberships

Dallas S. Clement

60

President and CFO of Cox Enterprises, Inc.

◾ Audit (Chair)   ◾ Executive   ◾ Nominating and Governance

Linnie M. Haynesworth

68

Retired Sector Vice President and General Manager, Northrop Grumman Corporation

◾ Risk   ◾ Technology   ◾ Trust*

Donna S. Morea

71

Chairman and CEO of Adesso Group, LLC

◾ Risk   ◾ Technology (Chair)

Charles A. Patton

69

Managing Member of Patton Holdings, LLC and PATCO Investments, LLC

◾ Audit   ◾ Trust* (Chair)

Jonathan M. Pruzan

57

Co-president of Pretium Partners

◾ Compensation and Human Capital   ◾ Risk

Laurence Stein

58

Retired EVP and COO, Asset & Wealth Management, of The Goldman Sachs Group, Inc.

◾ Executive   ◾ Risk (Chair)   ◾ Trust*

Proxy Statement Summary

Age

Independent

Principal Occupation

Standing Board Committee Memberships

Bruce L. Tanner

67

Retired EVP and CFO of Lockheed Martin Corporation

◾ Audit   ◾ Compensation and Human Capital

Tenure

Proxy Statement Summary

Continuing Commitment to Sound Corporate Governance

Our Board has adopted governance practices that strengthen independent leadership in the boardroom, enrich its composition, and enhance its effectiveness in overseeing management and strategy, while also providing shareholders with meaningful rights that promote accountability.

Retirement

For a detailed discussion of our corporate governance framework, see Board and Committee Governance Matters on page 23.

Proxy Statement Summary

Ongoing Board Refreshment

Since 2023, our Board has actively advanced its refreshment efforts to both right-size and renew its composition. Through deliberate down-sizing with the departure of 11 directors in the wake of the integration of the two heritage firms, the Board has improved accountability, responsiveness, dialogue, and committee agility and has sharpened its focus on effective oversight and informed, independent challenge of management. In addition, the Board has added two new directors, introducing fresh perspectives as well as significant finance and risk management expertise to align with the Company’s long-term strategy. Further, the Board has thoughtfully adjusted committee membership and chair assignments to deepen engagement while maintaining appropriate continuity. These complementary actions have strengthened the Board’s capabilities in areas critical to the creation of long-term shareholder value while preserving institutional knowledge through orderly transitions.

Shareholder Outreach

We believe in robust engagement with our shareholders. Actions are taken throughout the year to seek, evaluate, and incorporate feedback on our business, performance, corporate governance, executive compensation, corporate responsibility and sustainability practices, and other areas of importance to our shareholders. This engagement program includes meetings with our largest shareholders led by senior management and, in certain cases, our Lead Independent Director or the Chairs of the Compensation and Human Capital Committee and the Nominating and Governance Committee. Through this process, we complement the work performed by our Investor Relations team in regularly communicating with shareholders, including through investor conferences and meetings and quarterly earnings calls.

Proxy Statement Summary

The following discussion provides a snapshot of our shareholder engagement program and outcomes.

Shareholder Engagement Process

At our 2025 annual meeting of shareholders, approximately 59% of the votes cast supported our advisory say-on-pay proposal. The Board was disappointed with this result, which stood in stark contrast to the average of 93% support we had received for our say-on-pay proposals from 2020 to 2024.

In response, during the fall of last year, we prioritized discussions of executive compensation in our shareholder engagement program to better understand investor concerns and perspectives. Outreach was made to 33 shareholders representing approximately 50% of outstanding shares, and 11 shareholders agreed to meet with us. The majority of those 11 shareholders did not support our say-on-pay proposal in 2025. A number of investors declined our offer to meet, with shareholders representing approximately 14% of outstanding shares indicating that a meeting was unnecessary due to their support of Truist’s approach to compensation and governance and lack of concerns.

These meetings also addressed the Board’s composition and governance practices, Truist’s strategy and performance, matters related to artificial intelligence, and other topics. Through this process, we identified opportunities to enhance our disclosures regarding the Board’s evaluation of Company performance and executive compensation, our leadership structure and succession planning, director orientation and training, and the Board’s oversight of risk management and artificial intelligence. This feedback directly informed enhancements made to both our executive-compensation program and the disclosures in this proxy statement.

Proxy Statement Summary

Our Response to Key Topics Discussed Following the 2025 Annual Meeting

Executive-Compensation Highlights

Compensation Philosophy

Our executive-compensation program is designed to align the interests of our senior management and our shareholders, drive long-term value creation for the Company, and account for the safety and soundness of Truist commensurate with its structure, risk profile, complexity, activities, and size.

We compensate our NEOs through a mix of (1) base salary; (2) AIP awards; and (3) long-term incentive awards, composed of performance stock units (“PSUs”), restricted stock units (“RSUs”), and cash long-term incentive plan (“LTIP”) awards. The majority of this compensation is forfeitable and at-risk based on achievement of financial and non-financial measures, occurrence of an aggregate operating loss, and certain capital events and significant negative risk outcomes.

Proxy Statement Summary

In 2025, 92% and 87% of target annual compensation for our Chief Executive Officer and average for all other NEOs,⁽¹⁾ respectively, were forfeitable and at-risk, as illustrated below.

Connection to Business Strategy

We put our compensation philosophy into practice by linking the compensation paid to our NEOs with the Company’s short- and long-term performance against a diverse set of financial measures and strategic priorities that collectively support achievement of our strategic plan.

Additionally, our executive-compensation program is rooted in strong corporate governance and risk management practices:

Proxy Statement Summary

See Risk Considerations in Setting Compensation on page 67 for additional information on our risk management program, and Section 7—Related Policies and Practices on page 68 for additional information on our compensation-related policies and practices.

Realized Pay

We seek to directly link the value our NEOs actually realize each year with shareholder interests by selecting performance metrics for our long-term incentive awards that closely align with shareholder value creation. Accordingly, the compensation our Chief Executive Officer actually realizes in a given year is directly tied to achievement of our long-term financial goals. From 2022-2025, which corresponds to Mr. Rogers’s first full year as Chief Executive Officer through the most recently completed fiscal year, his Realized Pay was 60% of his Target Pay in the aggregate. Mr. Rogers’s below-target compensation was driven by not meeting threshold performance under our 2023-2025 PSU and LTIP awards and market movement in share price, thus demonstrating the clear alignment between Mr. Rogers’s compensation and our shareholders’ interests. See Realized Pay on page 47 for additional information.

For purposes of this section, the following definitions apply:

This information is provided as a supplement to the information included in the 2025 Summary Compensation Table on page 71, and is not intended as a substitute for the information included in either section.

Proposal 1—Election of Directors

We are asking you to elect each of the 12 director nominees named in this proxy statement to serve on the Board for a one-year term expiring at the annual meeting of shareholders in 2027 or until their successors are duly elected and qualified. Each candidate has agreed to be nominated and named in this proxy statement and to serve if elected. Although our Board expects that each of the nominees will be available for election, if a vacancy in the slate of nominees occurs, shares of Truist common stock represented by proxies will be voted for the election of a substitute nominee designated by the Board. Alternatively, the Board may reduce the number of persons to be elected by the number of directors unable to serve.

Our Board’s Composition and Qualifications

Our Board is made up of highly skilled leaders with substantial experience in their respective fields. The Nominating and Governance Committee regularly reviews the composition of the Board and its committees to determine the skills, experience, and perspectives that will support the Company’s near-term priorities and long-term growth. These reviews and related strategic planning for refreshment and succession, together with our mandatory retirement age for directors, are intended to maintain an appropriate mix of independence, expertise, and tenure for effective oversight.

Qualifications, Attributes, Skills, and Experience Represented on the Board
Financial Services Experience in the financial services industry is valuable in overseeing our strategy and operations, including opportunities and risks facing our businesses. This attribute may include significant leadership roles at financial services companies or service on relevant boards that enables directors to gain insights and expertise that will enhance their support of the business and affairs of Truist.				Human Capital Management Maintaining a skilled and motivated workforce is a critical component of Truist’s future success. Directors with experience in areas that include employee benefits, compensation programs, succession oversight, career development, and employee engagement are increasingly important in retaining and acquiring talented teammates and reinforcing Truist’s culture.
Executive Leadership We seek directors who have served in significant leadership positions, preferably at a company with complex businesses, operations, or risk profiles or at a sizeable governmental entity, and who possess strong abilities to motivate and manage others. This includes the ability to identify, evaluate, and develop leadership qualities in others. Current or recent experience as a Chair, CEO, President, CFO, or other senior executive are strong indicators of skill and expertise in this category.				Sustainability Truist recognizes that sustainability issues are important to our shareholders and other stakeholders, and we continue to be focused on and transparent about our efforts in these areas. We seek leaders with experience in sustainability and community investment and development.
Client and Consumer Interfaces and Trends Expertise in client services or a consumer-focused industry is important for reaching clients who are increasingly seeking convenience in the delivery of financial services.				Cybersecurity and Information Security We are advantaged by directors who have experience with managing or overseeing enterprise technology, related industry trends, and emerging risks in information security, data privacy, and cybersecurity.
Accounting/Finance Experience in accounting, finance, internal controls and monitoring internal and external auditors enables directors to analyze our financial statements and capital structure and to oversee our accounting and financial reporting processes.				Technology and Digital Innovation Technological innovation and digital competitiveness, including an understanding of how technology drives competitive advantage, customer experience and operational efficiency, is key to serving our existing clients and reaching new ones. Leaders with knowledge in these areas can help Truist improve its development and delivery of products and services through digital platforms.

Proposal 1—Election of Directors

Qualifications, Attributes, Skills, and Experience Represented on the Board
Risk Management Robust risk management is fundamental to operating in the financial services sector and is embedded throughout our strategic plan. Directors with experience overseeing risk management, including financial and non-financial risks, enhance the Board’s ability to provide effective oversight of the broad and evolving risks facing Truist.				Strategic Planning, Transformation, and Disruption Truist directly benefits from leaders who have experience with defining and driving strategic direction and growth and managing operations of a complex business or large organization. Such leaders can provide insight into organizational agility and resiliency to address emerging needs and challenges for our businesses.
Corporate Governance and Public Board Service Directors with experience serving on and leading the boards of other large corporations or professional experience in the corporate governance field, board practices, and corporate responsibility, can support the Company’s goals around transparency, disclosure, and accountability.				Regulatory, Government, and Public Policy Directors with experience in governmental and regulatory affairs, including experience acquired through positions in a regulated industry or with government/regulatory bodies, can deliver insights that help Truist to navigate the complex regulatory landscape in which we operate.

Proposal 1—Election of Directors

Nominees for Election as Directors

The Board has nominated the following individuals to serve as directors of Truist until the 2027 annual meeting of shareholders or until their successors are duly elected and qualified. The nominees for election to our Board and their key qualifications, skills, professional highlights, and other leadership experience and service are set forth below.

				THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED BELOW.

		JENNIFER S. BANNER INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT								K. DAVID   BOYER, JR.   INDEPENDENT DIRECTOR

Proposal 1—Election of Directors

		AGNES BUNDY SCANLAN INDEPENDENT DIRECTOR RISK MANAGEMENT EXPERT								DALLAS S.   CLEMENT   INDEPENDENT DIRECTOR   AUDIT COMMITTEE   FINANCIAL EXPERT

Proposal 1—Election of Directors

		LINNIE M. HAYNESWORTH INDEPENDENT DIRECTOR								DONNA S.   MOREA   INDEPENDENT DIRECTOR
Tenure: ◾  Since 2019   Age: 68   Board Committees: ◾  Risk ◾  Technology ◾  Trust—Truist Bank   Other Current Public-Company Directorships: ◾  Automatic Data Processing, Inc. ◾  Micron Technology, Inc. ◾  Eastman Chemical Company   Qualifications and Skills:   ◾ Enterprise risk management expertise, with oversight of large, complex technology programs and system deployments—supporting our Board’s oversight of operational resilience and technology risk   ◾ Deep background in cybersecurity governance, large-scale system development, and technology innovation and digital transformation, including insight into artificial intelligence as an emerging technology, gained through oversight of cyber, multi-enterprise data management, and mission-enabling intelligence solutions   ◾ Significant corporate governance experience from public-company board service at a human-resources and payroll-solutions company, a computer-memory and storage-products company, and a special materials company   Professional Highlights:   ◾ Former Sector Vice President and General Manager of the Cyber and Intelligence Mission Solutions Division for Northrop Grumman Corporation (“NGC”)’s Mission Systems Sector (2016-2019)   ◾ Former Sector Vice President and General Manager of the ISR Division within the Information Systems sector of NGC, as well as former leader of NGC’s Federal and Defense Technologies Division (2014-2015)   Other Leadership Experience and Service:   ◾ Member of the board of councilors for USC Viterbi School for Engineering   ◾ Leadership council member of No Kid Hungry—Share Our Strength   ◾ Former member of the board of directors of the Northern Virginia Technology Council   ◾ Former advisory board member of the U.S. Department of Defense Business Board								Tenure: ◾  Since 2012   Age: 71   Board Committees: ◾   Risk ◾   Technology (Chair)   Other Current Public-Company Directorship: ◾   Science Applications International Corporation   Other Public-Company Directorship in the Past Five Years: ◾   KLDiscovery Inc.   Qualifications and Skills:   ◾ Significant risk oversight experience, including service on the risk committee of another public-company and prior board-level leadership of risk governance within a financial institution, providing valuable perspective on enterprise risk frameworks and regulatory engagement to our Board   ◾ Broad experience in managing information technology and business process services for large and regulated enterprises with expertise in technology innovation and digital transformation, including artificial intelligence   ◾ Extensive executive management background given Ms. Morea’s former role as President, U.S., Europe, and Asia Pacific of CGI Technology Solutions, Inc., one of the largest global technology firms   Professional Highlights:   ◾ Chairman and Chief Executive Officer of Adesso Group, LLC, which provides consulting and advisory services, with an emphasis on strategic growth opportunities (since 2012)   ◾ Operating Executive of The Carlyle Group, an American multinational company with operations in private equity, alternative asset management, and financial services (since 2016)   ◾ Various leadership roles including President, U.S., Europe, and Asia Pacific (2004-2011), and member of the board, of CGI Technology Solutions, Inc. (2012-2013)   Other Leadership Experience and Service:   ◾ Chair Emeritus of the Northern Virginia Technology Council

Proposal 1—Election of Directors

		CHARLES A. PATTON INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT								JONATHAN M. PRUZAN INDEPENDENT DIRECTOR RISK MANAGEMENT EXPERT

Proposal 1—Election of Directors

		WILLIAM H. ROGERS, JR. CHAIRMAN AND CHIEF EXECUTIVE OFFICER								THOMAS E.   SKAINS   LEAD INDEPENDENT   DIRECTOR

Proposal 1—Election of Directors

		LAURENCE STEIN INDEPENDENT DIRECTOR RISK MANAGEMENT EXPERT								BRUCE L. TANNER INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT

Board and Committee Governance Matters

Effective Board Leadership Structure

Our Board is led by Mr. Rogers, our Chairman and Chief Executive Officer, and Mr. Skains, our Lead Independent Director. The Board currently believes that having a unified Chairman and Chief Executive Officer contributes to a more efficient and effective Board, enables unity of vision for the Company, and creates a firm link between management and the Board that promotes the development and implementation of the Company’s strategy. At the same time, with such an approach, the Board recognizes that a strong Lead Independent Director with clearly defined responsibilities is paramount for effective oversight.

In February 2026, the independent directors re-elected Mr. Skains to serve as our Lead Independent Director. The independent directors considered how Mr. Skains had performed in that role since March 2022, his strength in purposeful leadership, his ability to serve as an independent counterbalance to the Chairman, and his facilitation of open dialogue among the independent directors during and in between Board meetings.

The Board has not adopted a policy on separating the positions of Chairman and Chief Executive Officer in the belief that its leadership structure should be addressed in the context of succession planning for the Chief Executive Officer and the evolving best interests of the Board and Truist. Our amended and restated bylaws (the “Bylaws”) and Corporate Governance Guidelines state that, when the position of Chairman is not held by an independent director, the independent directors will annually elect a lead director who is independent.

Board and Committee Governance Matters

Director Nominations and Refreshment

Board refreshment is an important element of sustaining long-term effectiveness and aligning oversight with Truist’s strategy and risk profile in a dynamic environment. At the same time, the Board recognizes that directors with longer tenures offer invaluable institutional knowledge, continuity, and nuanced understanding of Truist’s business and operations.

The Nominating and Governance Committee is responsible for assisting the Board in overseeing its composition and structure, including by identifying, evaluating, and recommending candidates for election or appointment to the Board. The Nominating and Governance Committee may consider existing directors for renomination and may use search firms and other resources to identify other potential director candidates. The Nominating and Governance Committee also considers potential director candidates who are recommended by shareholders in compliance with the Bylaws and applicable law and listing standards. The Nominating and Governance Committee and the Board use the same criteria to evaluate all potential director candidates regardless of how they have been identified. Shareholder recommendations for candidates to the Board must be received in writing at the following address: Corporate Secretary, Truist Financial Corporation, 214 N. Tryon Street, 43rd Floor, Mail Code 500-93-43-13, Charlotte, North Carolina 28202.

Director Nominee Criteria

When refreshment is appropriate, the Board considers the following to be minimum qualifications for new director candidates:

Director Refreshment and Committee Membership Rotation

In recent years, the Nominating and Governance Committee has been actively engaged in refreshment. Since 2023, 11 directors have departed the Board in the wake of the integration of the two heritage firms, and two directors—Messrs. Stein and Pruzan—have been added. The result has been improved effectiveness of the Board as a whole, including in its oversight of Truist’s safety and soundness and financial and operational strength and resilience. Messrs. Stein and Pruzan in particular have brought deep experience in high-performance cultures with global systemically important banks that are extensively regulated, and their constructive support and challenge of management has helped to further accelerate the execution of the Company’s strategy and advancement of its risk culture.

In 2025, the Nominating and Governance Committee also assisted the Board in a holistic assessment of committee membership and chair assignments to align skill sets and institutional knowledge with evolving needs. New independent chairs were appointed for three of our committees—the Risk Committee, the Compensation and Human Capital Committee, and the Trust Committee—and the composition of nearly every standing committee was refreshed to balance workloads, broaden perspectives, and enhance leadership rotation. Collectively, these changes enabled the Board to maintain well-rounded committees that appropriately combine stability with dynamism in an increasingly competitive environment.

Director Independence

Under the listing standards of the New York Stock Exchange (“NYSE”), no director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with Truist either directly or as a partner, shareholder, or officer of an organization that has a relationship with Truist. Independence determinations are made by the Board with assistance from the Nominating and Governance Committee. For more details on our independence requirements, see our Corporate Governance Guidelines, which can be found on the Investor Relations page of our website at https://ir.truist.com under “Governance & Responsibility”—“Corporate Governance.”

Board and Committee Governance Matters

In making independence determinations in advance of the Annual Meeting, the Board considered information regarding each director’s occupation and other directorships. Transactions, relationships, and arrangements between each director or any related person and the Company or any of its subsidiaries were also assessed together with any other relevant direct and indirect relationships that may affect director independence. Specifically, our Board considered the following ordinary course, non-preferential relationships that existed during the preceding three years and determined that all of these relationships satisfy the NYSE’s bright line standards of independence and were immaterial under our Board’s categorical standards of independence set forth in the Corporate Governance Guidelines:

After reviewing the information presented to it and considering the recommendation of the Nominating and Governance Committee, the Board determined that the following nominees are independent: Jennifer S. Banner, K. David Boyer, Jr., Agnes Bundy Scanlan, Dallas S. Clement, Linnie M. Haynesworth, Donna S. Morea, Charles A. Patton, Jonathan M. Pruzan, Thomas E. Skains, Laurence Stein, and Bruce L. Tanner.

William H. Rogers, Jr. was not determined to be independent due to his role as Chief Executive Officer of Truist.

All directors who serve on the Audit Committee and the Compensation and Human Capital Committee were also determined to meet the additional independence and qualitative criteria of the NYSE listing standards applicable to directors serving on those committees.

Changes in Principal Occupation or Related Responsibilities

If a non-management director has a significant change in the director’s principal occupation or related responsibilities, the director must notify the Chairman, the Lead Independent Director, the Chair of the Nominating and Governance Committee, and the Corporate Secretary of the change and offer to resign from the Board. The Nominating and Governance Committee will consider facts, circumstances, and factors that in its judgment are relevant and recommend to the Board whether to accept the offer of resignation or request the director’s continued service on the Board, and the Board will act on the recommendation. A director whose offer of resignation is under consideration will abstain from participating in any related deliberation, recommendation, or decision.

Limits on Other Board and Government Entity Service

A director must notify the Chairman, the Lead Independent Director, the Chair of the Nominating and Governance Committee, and the Corporate Secretary before accepting an invitation to serve on the board of another for-profit company (whether publicly or privately held) or with a governmental entity. An invitation to serve on another public-company board or with a governmental entity will be reviewed by the Nominating and Governance Committee for any adverse impact on Truist, and the director will not accept such an invitation without the prior approval of the Nominating and Governance Committee.

Our Corporate Governance Guidelines further establish the following limits on each director’s service on other boards.

All director nominees comply with these limits.

Board and Committee Governance Matters

Board Orientation and Development

Directors are encouraged to attend director development programs and conferences that are designed to support the performance of their responsibilities as members of the Board and its committees. In addition, directors participate in a comprehensive orientation program upon joining the Board, and directors newly appointed to any Board committee receive an orientation to the committee’s role and responsibilities.

Board Meeting Preparation

Governance practices have been established to support directors in obtaining information from management that is sufficient in scope, detail, and analysis to enable the Board and its committees to make sound, well-informed decisions, and consider potential risks. These practices help to enable directors to prepare for meetings in advance and to actively participate in the meetings.

Board and Committee Governance Matters

Board and Committee Self-Assessments

CADENCE AND PROCESS

On an annual basis, the Board and its committees evaluate their performance and other attributes of their effectiveness and identify areas of focus for the coming year. The Nominating and Governance Committee is responsible for overseeing these self-assessments and recommends a process that is approved by the Board. In 2025, the self-assessment process included written surveys that were completed by the members of the Board and each committee together with individual meetings between the Chairman and each director.

TOPICS

The self-assessments are designed to support the Board and its committees in adapting their structures and practices as opportunities for enhancement are identified and as Truist’s size, scope of operations, risk profile, and other characteristics change over time. Topics covered in the self-assessments generally include the following.

REVIEW OF RESULTS AND ENHANCEMENTS IN RESPONSE

Results of the self-assessments are discussed by the directors in executive sessions of the Board and each committee and, as appropriate, are conveyed to senior management to support effective oversight by the Board and its committees. In response to previous self-assessments, enhancements have been made to reviews of strategic performance, insights into technology investments, management reporting, and leadership development and succession.

Policies and Procedures for Approving Related Person Transactions

Related person transactions are referred to the Nominating and Governance Committee for review and approval or, if advance review and approval is not feasible, ratification at its next meeting in accordance with the Related Person Transactions Policy.

The term “related person transaction” under the Related Person Transactions Policy generally means any transaction, arrangement, or relationship or proposed transaction, arrangement, or relationship (including a series of similar transactions, arrangements, or relationships) in which Truist was, is, or will be a participant, the amount involved exceeds $120,000, and any related person had, has, or will have a direct or indirect material interest. A “related person” under the Related Person Transactions Policy generally means our directors, executive officers, more-than-5% shareholders, and any of their immediate family members.

Even if not considered to be a related person transaction, a charitable contribution by Truist is referred to the Nominating and Governance Committee for review and approval if it is in excess of $5 million and it is made to a charitable or nonprofit organization where a director or executive officer of Truist serves as a director, trustee, executive officer, advisory board member, or in any similar leadership capacity. In addition, charitable contributions of this kind between $500,000 and $5 million are reported to the Nominating and Governance Committee.

Our Related Person Transactions Policy provides that, in addition to other exceptions specified in Item 404(a) of Regulation S-K, no review, approval, or ratification is required for a transaction, arrangement, or relationship:

Board and Committee Governance Matters

TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS, AND 5% SHAREHOLDERS

A number of our directors, executive officers, and their immediate family members and affiliated entities are or have been clients or counterparties of our banking or other subsidiaries. Any banking or financial products, transactions and services, including extensions of credit, to or with the foregoing persons and entities (1) were made in the ordinary course of business, (2) were made on substantially the same terms (including, if applicable, interest rates and collateral) as those prevailing at the time for comparable transactions with persons and entities not related to Truist, and (3) in the case of extensions of credit, did not involve more than the normal risk of collectability or present other unfavorable features.

Based on information contained in separate Schedule 13G/A or Form 13F-HR filings with the SEC, each of BlackRock, Inc. (“BlackRock”), Capital International Investors, and Vanguard Group, Inc. (“Vanguard”) reported that it or its affiliates beneficially owned or had investment discretion over more than 5% of the outstanding shares of our common stock as of December 31, 2025. In the ordinary course of business during 2025, certain of these entities and their affiliates were customers of, or had transactions with or involving, Truist or our banking or other subsidiaries, including the purchase of certain technology products from BlackRock and its affiliates. These and other routine business transactions between us or our banking or other subsidiaries and our more-than-5% shareholders and their affiliates were entered into on an arm’s-length basis and contain customary terms and conditions. Truist and its banking or other subsidiaries may also, in the ordinary course, invest in BlackRock, Capital International Investors, and Vanguard funds or other products or buy or sell assets to or from BlackRock, Capital International Investors, and Vanguard funds and separate accounts.

Majority Voting and Director Resignation Policy

Our articles of incorporation provide for majority voting in an uncontested election of directors and plurality voting in a contested election. Under North Carolina law, an incumbent director who fails to receive a majority of the votes cast in an uncontested election remains in office until the director’s successor is elected and qualified (including the election of a successor by the Board), the size of the Board is reduced (including a reduction by the Board), or the director resigns or is otherwise removed.

An incumbent director who fails to receive a majority of the votes cast in an uncontested election will promptly tender to the Board through the Corporate Secretary the director’s resignation, which will be conditioned on the Board’s acceptance of it. The Nominating and Governance Committee will consider facts, circumstances, and factors that in its judgment are relevant and recommend to the Board whether to accept, reject, or otherwise act on the tendered resignation. The Board will act on the Nominating and Governance Committee’s recommendation within 90 days after certification of the shareholder vote and will publicly disclose its decision within this 90-day timeframe. A director whose resignation is under consideration will abstain from participating in any related deliberation, recommendation, or decision. If a director’s resignation is not accepted, the director will continue to serve until the next annual meeting of shareholders and until the director’s successor is elected and qualified, the size of the Board is reduced, or the director resigns or is otherwise removed.

Board of Directors and Committee Meetings

During the year ended December 31, 2025, each incumbent director attended 75% or more of the aggregate of (1) the total number of meetings of our Board held during the period when the director was serving in that capacity and (2) the total number of meetings held by all committees of our Board on which the director served during the periods when the director served on the committees.

Under our Corporate Governance Guidelines, directors are expected to attend the Board meetings, the meetings of the Board committees on which they serve, and the annual meeting of shareholders. All of our directors then serving in that capacity attended the 2025 annual meeting of shareholders.

Board and Committee Governance Matters

Number of Board and Committee Meetings Held in 2025

Committees of the Board

Committees of the Board assist it in overseeing and directing the business and affairs of Truist. Our Board has six standing committees whose charters are accessible on the Investor Relations page of our website at https://ir.truist.com under “Governance & Responsibility”—“Board Committees.” Upon the recommendation of the Nominating and Governance Committee, the Board is responsible for approving the structure, charters, leadership, and membership of its committees. See Director Nominations and Refreshment on page 24 for additional information.

The following pages provide detail on the responsibilities of each standing committee of the Board, including the current members, the principal functions, and the number of meetings held in 2025.

AUDIT COMMITTEE

Board and Committee Governance Matters

COMPENSATION AND HUMAN CAPITAL COMMITTEE

EXECUTIVE COMMITTEE

Board and Committee Governance Matters

NOMINATING AND GOVERNANCE COMMITTEE

RISK COMMITTEE

Board and Committee Governance Matters

TECHNOLOGY COMMITTEE

Board’s Oversight

The business and affairs of Truist are managed by its officers and teammates under the oversight and direction of the Board. The Board oversees the development of, reviews, approves, and periodically monitors Truist’s strategy and risk appetite with a long-term perspective on risks and rewards that is consistent with the capacity of Truist’s ERM framework. The Board is also responsible for selecting and planning for the succession of the Chief Executive Officer. Other features of the Board’s oversight and direction are designed to support effective governance, including in connection with the information needs of the Board, the accountability of senior management, the independence and stature of independent risk management and internal audit, a capable composition and governance structure of the Board, and a tone at the top aligned with Truist’s Purpose, Mission, and Values. In doing so, the Board considers factors such as Truist’s asset size, complexity, scope of operations, and risk profile.

BOARD’S OVERSIGHT OF STRATEGIC DIRECTION AND PLANNING

One of our Board’s primary responsibilities is to provide oversight and direction to senior management on the formulation and implementation of Truist’s strategic plan. This occurs year-round through presentations and discussions covering enterprise, business, and operational strategies, planning, and growth initiatives.

Management’s approach to developing a strategic plan for discussion, consideration, and approval by the Board consists of the following.

Board and Committee Governance Matters

After approval by the Board, implementation of the strategic plan is monitored by management’s Enterprise Strategy and Execution Committee and through regular reviews by and discussions with the Board.

Throughout 2025, our Board regularly engaged with senior management and other leaders across our business lines and corporate functions on the initiatives supporting Truist’s long-term strategy. The Board also held frequent discussions with management on key enablers of Truist’s strategy, including capital and funding considerations, technology modernization and data-and-digital investments, and the complementary risk infrastructure. These discussions informed the Board’s ongoing oversight of Truist’s strategic direction and created alignment between near-term results and long-term value creation.

BOARD’S OVERSIGHT OF SUCCESSION PLANNING

The Board believes that a robust and thoughtful leadership succession plan for the Chief Executive Officer is a critical responsibility. The Board, under the leadership of the Lead Independent Director and the Chairman, reviews and assesses the capabilities, development plans, and readiness of possible candidates. In doing so, a range of factors are considered, such as leadership ability, strategic vision, operational and risk acumen, cultural fit, and near-term and long-term business and financial objectives. Succession planning for the Chief Executive Officer is discussed at least annually and generally more frequently by the Board.

Emergency Succession

The Nominating and Governance Committee assists the Board in fulfilling its responsibility to plan for the emergency succession of the Chief Executive Officer, which is related to but distinct from general succession planning. The Board considers an emergency succession plan for the Chief Executive Officer at least annually.

Integration with Senior Management Succession

The Board discusses succession planning for other key members of senior management to monitor the talent pipeline for critical executive roles. Our Chief Executive Officer leads the preparation of these succession plans and presents them to the Board for consideration at least annually and generally more frequently. In addition to this formal review, the Board receives updates on the development of senior leaders during the course of the year, and opportunities are created for directors to periodically engage with members of management in more informal settings.

BOARD’S OVERSIGHT OF RISK MANAGEMENT

Truist seeks to maintain a comprehensive ERM 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. Primary risk types are defined across eight categories comprising credit, market, liquidity, strategic, operational, technology, compliance, and financial crimes. Through this ERM framework, Truist promotes the execution of strategic goals and objectives in alignment with its risk appetite to realize its Purpose, Mission, and Values.

The Risk Committee assists the Board in overseeing management’s responsibility to establish and implement the ERM framework commensurate with Truist’s structure, risk profile, complexity, activities, and size. The Risk Committee also assists the Board in overseeing the stature and performance of the Risk Management Organization and the Company’s ERM 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. In addition, the Risk Committee reviews and recommends to the Board the annual capital plan and the acceptable level of liquidity risk that Truist may assume in connection with its operating strategies. Management of the program for compliance risk management is overseen by the Risk Committee as well. Through these and other activities, the Risk Committee sets a tone at the top for risk governance across Truist.

Board and Committee Governance Matters

The following graphic illustrates our risk management governance structure of our committees.

In addition to this committee structure, the Risk Committee reviews and approves the appointment, evaluation, removal, and replacement of the Chief Risk Officer in consultation with the Chief Executive Officer, with the Chief Risk Officer directly reporting to the Risk Committee functionally and to the Chief Executive Officer administratively.

Similarly, the Audit Committee assists the Board by overseeing the stature and performance of Truist Audit Services (“TAS”), the internal audit function within Truist. The Audit Committee reviews and approves the appointment, evaluation, removal, and replacement of the Chief Audit Officer in consultation with the Chief Executive Officer, with the Chief Audit Officer directly reporting to the Audit Committee functionally and to the Chief Executive Officer administratively. The Audit Committee also reviews and approves the charter of TAS and its internal audit plan, including the risk-assessment methodology used in preparing the internal audit plan as well as budget and staffing requirements for TAS. Additionally, the Audit Committee reviews and discusses Truist’s major financial risk exposures, the steps management has taken to monitor and control these exposures, and policies and guidelines with respect to financial and accounting risk assessments and related risk management. The Audit Committee meets jointly or communicates with the Risk Committee as appropriate.

The Compensation and Human Capital Committee assists the Board in overseeing Truist’s compensation philosophy and the design and governance of Truist’s compensation and benefits plans by reviewing and approving a statement of our compensation philosophy and principles, including provisions that (1) promote sound risk management, compliance with laws, and safety and soundness, (2) align long-term incentive compensation with the interests of shareholders and the creation of long-term value, and (3) do not encourage excessive, inappropriate, or unnecessary risk-taking. The Compensation and Human Capital Committee or its chair also meets jointly or communicates with the Risk Committee or its chair to review and discuss the results of EROA and any related matters involving the relationship among risk, risk management, and incentive compensation.

The Technology Committee assists the Board in overseeing Truist’s technology strategy and operations, including significant investments in support of Truist’s strategy and operations, all within Truist’s risk appetite. Additionally, the Technology Committee or its chair meets jointly or communicates with the Risk Committee or its chair to review and discuss Truist’s cybersecurity and other technology risks.

While each of these Board committees exercises oversight responsibilities in connection with risk management, the Board is regularly updated by these committees and management on current and emerging risks, which are considered in overseeing and directing the execution of the strategic plan. Further, in fulfilling its oversight function, the Board and its standing committees provide effective challenge on the management of risks at Truist, with a particular focus on those that could materially impact Truist’s strategic objectives, financial performance, or compliance with laws. Through this effective challenge, directors are able to better evaluate whether and how senior management’s conclusions and recommendations align with and support Truist’s strategy and risk appetite.

Role of Management in Overseeing Risk

The Risk Management Organization is led by our Chief Risk Officer and is responsible for the ERM framework, including the identification, assessment, measurement, monitoring, management, and reporting of risks in a comprehensive and independent manner. Specifically, the Risk Management Organization engages in the following:

Board and Committee Governance Matters

We have several management-level committees embedded within our ERM framework, including the Enterprise Risk Committee chaired by our Chief Risk Officer. The Enterprise Risk Committee provides broad strategic oversight of all risk types and establishes an integrated view of risks across Truist at the enterprise-level. The Enterprise Risk Committee is responsible for maintaining the ERM framework and monitoring its adoption and execution across the enterprise. The membership of the Enterprise Risk Committee includes the Chief Executive Officer, the Chief Financial Officer, the Chief Audit Officer, and other designated members of Truist management.

The ERM 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, as described below.

BOARD’S OVERSIGHT OF CYBERSECURITY

Our Board oversees the development of, and reviews, approves, and periodically monitors, Truist’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 Risk Committee 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 Risk Committee receives and discusses regular reports from our Chief Risk Officer and Chief Security Officer and also meets periodically with outside advisers to gain additional perspectives on the cybersecurity landscape. Further, the Risk Committee or its chair meets jointly or communicates with the Technology Committee or its chair to review and discuss Truist’s cybersecurity and other technology risks. Management discusses cybersecurity developments with the chairs of the Risk Committee and the Technology Committee, 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 Risk Committee annually reviews and approves our Corporate Information Policy.

Truist provides ongoing development and education to its directors with respect to cybersecurity, including presentations at Board meetings on special topics, such as updates on cybersecurity legislation and 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. For more information on our management of cybersecurity risks, see the Cybersecurity section of our 2025 Form 10-K.

Board and Committee Governance Matters

STATEMENT OF POLITICAL ENGAGEMENT

Our executive officers have direct responsibility for our political activities, while our Nominating and Governance Committee oversees the Company’s policies and practices relating to political contributions and lobbying. A copy of Truist’s Statement of Political Engagement may be found in our annual Political Contributions Report, which is available on the Investor Relations page of our website at https://ir.truist.com under “Governance & Responsibility”—“Corporate Governance.” Truist participates in policy debates on issues to support our interests. Truist does not use corporate funds to contribute to federal, state, or local political candidates, political parties, or political committees organized for the advancement of a political candidate, including super political action committees, or otherwise employ its resources, including in-kind resources, for the benefit of any of the foregoing. In some cases, Truist may contribute corporate funds to 501(c) tax-exempt organizations that engage in advocacy and education to promote a robust financial services industry and a vibrant, growing economy. Truist may also occasionally make corporate contributions to ballot measure committees where permitted by law. Truist discloses any ballot measure contributions in its annual political contributions reporting. As part of Truist’s involvement in the public policy process, Truist regularly expresses its views on policy matters to elected officials and their staff, as well as the principals and staff of various regulatory organizations. Truist generally does not engage in grassroots lobbying, which consists of directly communicating with the public advocating action with respect to specific legislation. If Truist does engage in grassroots lobbying, Truist will disclose such activity where and as required by law.

Truist sponsors nonprofit, unincorporated political action committees (“PACs”), which allow directors and teammates to voluntarily pool their financial resources to support federal and state candidates who drive policies to help financial institutions continue to innovate, serve our communities, and advance the success and prosperity of our clients. Political contributions from the Truist PACs are designated for core banking, business, and economic advocacy without regard to party affiliation. All PAC expenditures are a matter of public record and are available for review on the websites of the Federal Election Commission and various state election offices. The political spending of Truist’s PACs is also disclosed in our annual Political Contributions Report, which is available on the Investor Relations page of our website at https://ir.truist.com under “Governance & Responsibility”—“Corporate Governance.” The Truist PACs are governed by a board of directors, which is composed of Truist teammates, that is charged with oversight of PAC activities as well as the development of policies governing contributions, solicitations, and communications.