2026 Proxy Statement

2026 Proxy Statement TRUIST

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

Date and Time:

April 28, 2026 11:00 a.m. Eastern Time

Location:

Webcast in a virtual format at

https://www.virtualshareholdermeeting.com/TFC2026

Item of Business Board of Directors Recommendation

1. Election of directors Í FOR each director nominee

2. Advisory vote to approve Truist's executive-compensation program Í FOR

3. Ratification of the appointment of PricewaterhouseCoopers LLP as Truist's independent registered public accounting firm for 2026

   Í FOR

4. Approval of the amendment and restatement of the Truist Financial Corporation 2022 Incentive Plan

   Í FOR

5. Shareholder proposal regarding a report on risks from misalignment between Company policies and customer base, if properly presented

   È AGAINST

6. Any other business that may properly be brought before the 2026 annual meeting of shareholders

   You can vote at the 2026 annual meeting if you were a shareholder of record at the close of business on February 19, 2026.

   Your vote is important. Whether or not you plan to attend the virtual-meeting internet webcast, please vote in advance as promptly as possible. You may vote your shares through the internet, by telephone, by mail, or at the 2026 annual meeting as described more fully in the proxy statement beginning on page 104.

   To attend and submit your questions for the 2026 annual meeting as a registered shareholder or beneficial owner, you will need to log in at https://www.virtualshareholdermeeting.com/TFC2026 using your name, a valid email address, and the unique 16-digit control number found on your proxy card, voting instruction form, or Notice of Internet Availability.

   By Order of the Board of Directors,

   
   
   
   
   

   Scott A. Stengel

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

   Corporate Secretary

   March 16, 2026

   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: https://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
   Proxy Statement Summary	1	Narrative to 2025 Pension Benefits Table	76
   Proposal 1-Election of Directors	15	2025 Non-Qualified Deferred Compensation	78
   Our Board's Composition and Qualifications	15	Narrative to 2025 Non-Qualified Deferred
   Nominees for Election as Directors	17	Compensation Table	78
   Board and Committee Governance Matters	23	Potential Payments Upon Termination or Change of
   Effective Board Leadership Structure	23	Control	79
   Director Nominations and Refreshment	24	Narrative to Potential Payments Upon Termination or
   Director Independence	24	Change of Control Table	81
   Changes in Principal Occupation or Related		Pay Ratio Disclosure	83
   Responsibilities	25	Pay Versus Performance	84
   Limits on Other Board and Government Entity Service	25	Proposal 3-Ratification of the Appointment of
   Board Orientation and Development	26	Our Independent Registered Public Accounting
   Board Meeting Preparation	26	Firm	89
   Board and Committee Self-Assessments	27	Fees to Independent Registered Public Accounting
   Policies and Procedures for Approving Related Person		Firm	89
   Transactions	27	Audit Committee Pre-Approval Policy	89
   Majority Voting and Director Resignation Policy	28	Audit Committee Report	90
   Board of Directors and Committee Meetings	28	Proposal 4-Approval of the Amendment and
   Committees of the Board	29	Restatement of the Truist Financial Corporation
   Board's Oversight	32	2022 Incentive Plan	91
   Other Corporate Policies and Practices	37	Proposal 5-Shareholder Proposal Regarding a
   Our Corporate Governance Documents	37	Report on Risks from Misalignment Between
   Communications with the Board	37	Company Policies and Customer Base	99
   Ethics at Truist	38	Statement of the Board of Directors in Opposition to
   Accounting and Legal Violations Policy	38	the Shareholder Proposal	100
   Corporate Responsibility and Sustainability	39	Stock Ownership Information	102
   Compensation of Directors	40	Director Phantom Shares	103
   Proposal 2 - Advisory Vote to Approve Truist's Executive-Compensation Program	42	Voting and Other Information Record Date and Shares Entitled to Vote at the	104
   Compensation Discussion and Analysis	43	Meeting	104
   Section 1-Executive-Compensation Alignment to		Quorum Requirements	104
   Shareholder Feedback and Interests	44	How to Vote	104
   Section 2-Performance	48	How to Attend the Annual Meeting	105
   Section 3-Executive-Compensation Framework	49	Votes Required, Non-Votes, Abstentions	105
   Section 4-Elements of Executive Compensation in		Delivering Proxy Materials	106
   2025	50	How to Request and Receive a Paper or Email Copy	106
   Section 5-Executive-Compensation Decisions	53	Proxy Costs	106
   Section 6-Process	64	Proposals for the 2027 Annual Meeting of
   Section 7-Related Policies and Practices	68	Shareholders	107
   Compensation and Human Capital Committee		Annex A-Non-GAAP Financial Measures	108
   Report on Executive Compensation	70	Annex B-Truist Financial Corporation 2022
   Compensation of Named Executive Officers	71	Incentive Plan (amended and restated as of
   2025 Summary Compensation Table	71	April 28, 2026)	112
   2025 Grants of Plan-Based Awards	73
   2025 Outstanding Equity Awards at Fiscal Year-End	74
   Stock Vested in 2025	75
   2025 Pension Benefits	76

   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

   Time and Date

   April 28, 2026 11:00 a.m. Eastern Time

   Virtual Location

   https://www.virtualshareholdermeeting.com/TFC2026

   Record Date Close of business on February 19, 2026

   Proposals and Voting Recommendations

   Shareholders will vote on the following five proposals:

   Proposal No. Description Votes Required Board Recommendation Page

accounting firm for 2026

Majority of votes cast 89

4

Approval of the amendment and restatement of the Truist Financial Corporation 2022 Incentive Plan

Shareholder proposal regarding a

Majority of votes cast

VOTE FOR

91

È

VOTE AGAINST

5 report on risks from misalignment between Company policies and

customer base, if properly presented

Majority of votes cast 99

2026 Proxy Statement | 1

Proxy Statement Summary

Internet

Go to https://www.proxyvote.com and follow the instructions

on the website.

Telephone

Call 1-800-690-6903

and follow the instructions on the proxy card or your voting instruction form.

During the Annual Meeting

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

on page 104.

Mail

Sign, date, and mail your proxy card or

voting instruction form.

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 https://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.

2 | 2026 Proxy Statement

Proxy Statement Summary

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

Clients

Provide distinctive, secure, and successful client experiences through touch and technology.

Teammates

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

Stakeholders

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

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.

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:

• Premier and small business

• Digital and branch banking

• National consumer lending

• Commercial and corporate banking

• Investment banking and capital markets

• Commercial real estate

• Payments

• Wealth management

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.

2026 Proxy Statement | 3

Proxy Statement Summary

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.

Net income available to common shareholders

$5.0

Billion

Diluted EPS

$3.82

Average loan growth

+3.6%

vs. 2024

NCO ratio

0.54%

Capital returned to shareholders

$5.2

Billion

4 | 2026 Proxy Statement

Proxy Statement Summary

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.

$250

$211

$213

$200

$150

$100

$50

$0

2024 2025

Wholesale Banking

$150

$126

$132

$100

$50

$0

2024 2025

50%

42%

35%

40%

30%

20%

10%

0%

2024 2025

400

350

300

250

200

150

100

50

0

323

349

2024

2025

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.

$179

$184

$200

$150

$100

$50

$0

2024 2025

$1,400

$1,200

$1,000

$800

$600

$400

$200

$0

$1,203

$1,136

2024 2025

$1,600

$1,400

$1,200

$1,000

$800

$600

$400

$200

$0

$1,371

$1,431

2024 2025

$500

$400

$300

$200

$100

$0

$435

$468

2024

2025

1. Excludes the impact of the divestiture of Sterling Capital Management on July 2, 2024.

2. Wholesale Payments fees include merchant services, commercial card, and treasury management fees.

2026 Proxy Statement | 5

Proxy Statement Summary

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.

6 | 2026 Proxy Statement

Proxy Statement Summary

2026 Proxy Statement | 7

Proxy Statement Summary

Age Independent Principal Occupation

Standing Board Committee Memberships

* The Trust Committee is a committee of the Board of Directors of Truist Bank.

92%

Independent

Non-Independent

33%

Board Independence

0 - 5 Years

6 - 10 Years

11 - 15 Years

16 or more Years

Board Tenure

25%

8%

17%

25%

8 | 2026 Proxy Statement

Proxy Statement Summary

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.

BOARD STRUCTURE AND INDEPENDENCE

Strong Board Structure and Governance Practices aligned to position Truist for the economic, geopolitical, technological, and competitive environment that we face

Lead Independent Director with a strong role and significant governance duties, including directing meeting agendas and presiding at all executive sessions of the Board

Comprehensive Board Development Program designed to support directors in the performance of their responsibilities as members of the Board and its committees

Independent Board with 11 out of 12 directors being independent; 100% independence in Audit, Compensation and Human Capital, Nominating and Governance, Risk, and Technology Committees

ACCOUNTABILITY

Self-Evaluations that are conducted annually by the Board and its committees

Executive Sessions of independent directors at each regular Board meeting; executive sessions at committee meetings led by independent committee chairs without management present

Robust Clawback Policies that apply upon certain accounting restatements, detrimental behavior, and negative risk outcomes

Annual Risk Assessment to confirm that our compensation program appropriately balances risk and reward

Prohibition on Hedging and Pledging of Truist securities for directors, executive officers, and other senior management

Stock Ownership Requirements for directors and executive officers

ROBUST SHAREHOLDER RIGHTS

Special Meetings Proxy Access

No Supermajority Vote Provisions

Majority Vote for Directors in uncontested elections

Annual Director Elections One Share, One Vote

Mandatory Director Retirement Age

with no nomination for a term

that would begin in the calendar year after the one in which the director turns 75 years of age

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Purpose, Mission, and Values that inform our approach to corporate responsibility and sustainability programs

Corporate Responsibility and Sustainability disclosed through a suite of voluntary reports

Giving Back through our Foundation, Charitable Fund and other philanthropic initiatives supporting national and local nonprofit organizations

Community Reinvestment in low- to moderate-income neighborhoods and an "outstanding" rating

from the Federal Deposit

Insurance Corporation ("FDIC") for the most recent 2020-2022 Community Reinvestment Act ("CRA") exam cycle

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

2026 Proxy Statement | 9

Proxy Statement Summary

2023 - Present

Director

Exits

Director Additions

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.

Recent Additions to the Board

2025

2024

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.

10 | 2026 Proxy Statement

Proxy Statement Summary

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

WHEN WE ENGAGE

Spring

Engage in dialogue with shareholders to discuss responsive actions, including improvements to policies and practices in advance of annual meeting of shareholders

Hold annual meeting of shareholders

Summer

Review and analyze annual meeting vote results

Identify potential developments or enhancements in executive compensation, corporate governance, and other matters of importance to shareholders

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.

~43% of outstanding shares contacted

~32% of outstanding shares engaged Director-led: 100% of

engagements

~over 50% of outstanding shares contacted

~13% of outstanding shares engaged Director-led: ~27% of

engagements

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.

2026 Proxy Statement | 11

Proxy Statement Summary

Board Composition and Refreshment

Continued interest in the Board's composition and refreshment process

• Two new directors have been added to the Board over the past two years, including one appointed in 2025.

• The Board updated committee membership and chair assignments during 2025 utilizing feedback obtained through the self-assessment process. See Director Refreshment and Committee Membership Rotation on page 24 for additional information.

Executive Compensation

• In response to receiving 59% support for our say-on-pay proposal at the 2025 annual meeting, we prioritized discussions of executive compensation in our shareholder engagement program to better understand investor concerns and perspectives.

• Mr. Skains, our Lead Independent Director and the incoming Chair of our Compensation and Human Capital Committee, led several of these engagement meetings. Overall, investors expressed understanding and support of our program's design and the use of structured scorecards for the Annual Incentive Performance ("AIP") award program, while also explaining the discrete factors that drove some "against" say-on-pay votes in 2025.

• Informed by this feedback and in consideration of investor preferences, the Compensation and Human Capital Committee has implemented key enhancements to our executive-compensation program and related disclosures:

  O Disclosed our philosophy on the limited use of one-time awards and did not grant any one-time awards to our Named Executive Officers ("NEOs") in 2025;

  O Simplified the financial measures for the 2025 AIP award program and added new weightings of 60% for financial measures and 40% for strategic priorities; and

  O Provided greater insights into the design and implementation of the AIP award program (including the assessment and impact of individual performance results) and new and enhanced disclosures (including realized pay).

• See Section 1-Executive-Compensation Alignment to Shareholder Feedback and Interests on page 44 for additional information on our 2025 shareholder engagement.

Management Succession Planning

Interest in Chief Executive Officer and senior management succession planning

• The Board continues to actively drive and oversee succession planning for the Chief Executive Officer and other senior management throughout the year.

• We enhanced our disclosure on succession planning, describing the Board's role and the leadership development process that extends several levels below the Chief Executive Officer. See Board's Oversight of Succession Planning on page 33 for additional information.

Our Response to Key Topics Discussed Following the 2025 Annual Meeting

Board Oversight of Artificial Intelligence

Interest in how we manage opportunities and risks related to artificial intelligence

• We added disclosure on the Board's oversight of artificial intelligence, which we are deploying in a responsible manner that supports our strategic priorities, as well as our business, governance, and risk management processes. See Spotlight on Artificial Intelligence on page 35 for additional information.

Corporate Responsibility and Sustainability

• Investors appreciated our efforts to reduce water use and Scope 1 and 2 emissions and to increase disclosures on Scope 3 emissions.

• We look forward to the release of our 2025 Corporate Responsibility and Sustainability Report in the second half of 2026.

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.

12 | 2026 Proxy Statement

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.

17%

8%

CEO

24%

15%

13%

Other NEOs

26%

Long-Term Incentive Pay

(68%)

24%

27%

Long-Term Incentive Pay

21%

25%

Long-Term Incentive Pay

(61%)

Pay at Risk (92%)

1. Includes all NEOs actively employed as of December 31, 2025.

   Pay at Risk (87%)

   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 longterm performance against a diverse set of financial measures and strategic priorities that collectively support achievement of our strategic plan.

   Elements of Executive Compensation in 2025

Short-Term Incentive Compensation

Base Salary ▪ Reflects scope of leadership responsibilities, experience, performance, skills, knowledge, and market competitiveness

* Represents a non-GAAP financial measure. See Annex A for further discussion of these metrics. For purposes of incentive compensation, these metrics may reflect additional adjustments for the effects of different selected items compared to those reported in quarterly earnings materials, as set forth in Annex A.

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

• The Compensation and Human Capital Committee, which is entirely composed of independent Board members, approves the compensation of our Chief Executive Officer and other senior management.

• The Compensation and Human Capital Committee retains an independent compensation consultant which advises on the executive-compensation program, including compensation governance.

  2026 Proxy Statement | 13

  Proxy Statement Summary

• The Risk Committee and Audit Committee also review and approve the compensation of our Chief Risk Officer and Chief Audit Officer, respectively.

• The Compensation and Human Capital Committee reviews and approves performance goals and performance outcomes under our incentive-compensation programs.

• Effective risk management is featured as a strategic priority under the AIP award program.

• The Compensation and Human Capital Committee considers the results of annual risk assessments and recommendations from the Chief Risk Officer when determining the impact of individual performance on AIP award payments for executive officers.

• Long-term incentive awards are subject to reduction or forfeiture for an aggregate operating loss, significant negative risk outcome, and, for the PSU and LTIP awards, certain capital events.

• The Company maintains robust clawback, insider trading, hedging, and pledging policies and stock ownership requirements for executive officers and directors.

  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:

• "Target Pay" is the sum of (1) base salary, (2) target AIP award, (3) target LTIP award, and (4) grant date value of RSU and PSU awards, in each case, for the applicable year.

• "Realized Pay" is the sum of (1) base salary and AIP award paid for the applicable year, plus (2) the amount reportable as income upon vesting of RSU, PSU, and LTIP awards during the applicable year.

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.

14 | 2026 Proxy Statement

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 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.

2026 Proxy Statement | 15

Proposal 1-Election of Directors

16 | 2026 Proxy Statement

Proposal 1-Election of 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.

JENNIFER S. BANNER

INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT

K. DAVID BOYER, JR.

INDEPENDENT DIRECTOR

Tenure:

• Since 2003

  Age: 66

  Board Committees:

• Audit

• Technology

  Other Current Public-Company Directorship:

• Elme Communities

  Other Public-Company Directorship in the Past Five Years:

• Uniti Group Inc.

  Qualifications and Skills:

  • Brings extensive accounting, tax, and financial reporting experience with 22 years practicing as a certified public accountant, supporting effective oversight of the Company's financial controls and audit processes

  • Deep insight into financial services, corporate governance, regulatory, and risk management from her prior service on the boards of directors of First Vantage Bank and First Virginia Banks, Inc. and prior service on the board of the Federal Reserve Bank of Atlanta-Nashville branch

  • Significant knowledge of technology innovation and digital transformation through formal training and research participation as an Industry Research Fellow with the MIT Center for Information Research (MIT CISR) where she has co-authored articles addressing the importance of technology, AI, and digital skills in the boardroom

    Professional Highlights:

  • Consultant with special appointment to the University of Tennessee Haslam College of Business, working in the Integrated Business and Engineering Program, the Executive MBA Program, and the Department of Management and Entrepreneurship (since 2024)

  • Executive Director of the Management Forum of the University of Tennessee Haslam College of Business (since 2019)

  • Industry Research Fellow (formerly referred to as Honorary Research Fellow) at MIT CISR, which provides chief information officers, digital leaders, and boards with insights into technology and digital innovation (since 2019)

  • Former Chief Executive Officer of the Schaad Family Office, LLC, a diversified holding company (2012-2018) and Former Chief Executive Officer of its affiliate, Schaad Companies, LLC (2008-2018)

  • Former President and Chief Executive Officer of Schaadsource, LLC, a privately held managerial and strategic services company (2006-2019)

    Other Leadership Experience and Service:

  • Advisory board member to the University of Tennessee Department of Management and Entrepreneurship

  • Trustee at Clarence Brown Theatre, a nonprofit professional theatre connected to the University of Tennessee

    Tenure:

• Since 2009

  Age: 74

  Board Committees:

• Technology

  Qualifications and Skills:

  • Relevant financial services experience gained from service as a Truist director, a former chair of the Trust and Executive Committees, and prior service for more than 11 years on Truist Bank's local advisory board in Washington, D.C., providing our Board with a unique perspective on the Company's banking organization and its values and culture

  • Significant experience with accounting, and finance, as well as information technology, information management, cybersecurity, and data analytics

    Professional Highlights:

  • Chief Executive Officer of GlobalWatch Technologies, Inc., a privately-held business intelligence, cybersecurity, information assurance, governance, and compliance firm (since 2004)

  • Former Senior Advisor and Director of Global Development Alliance for USAID (2008-2009)

  • Former Chairman and Chief Executive Officer of TROY Systems, Inc., an internet technology and assurance provider of advanced weapons systems for the U.S. Armed Forces and information security to critical government agencies (1983-2001)

    Other Leadership Experience and Service:

  • Director of Virginia Community Development Corporation, a tax credit fund manager supporting economic development in Richmond

  • Member of the Presidential Counselors for Pennsylvania State University

  • Certified National Association of Corporate Directors (NACD) Board Leadership Fellow

  • Former Treasury board member for the Commonwealth of Virginia

    2026 Proxy Statement | 17

    Proposal 1-Election of Directors

    
    
    

    AGNES BUNDY SCANLAN INDEPENDENT DIRECTOR RISK MANAGEMENT EXPERT

    DALLAS S. CLEMENT

    
    
    

    INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT

    Tenure:

• Since 2017

  Age: 68

  Board Committees:

• Executive

• Nominating and Governance (Chair)

• Risk

  Other Current Public-Company Directorship:

• AppFolio, Inc.

  Other Public-Company Directorship in the Past Five Years:

• R1 RCM Inc.

  Qualifications and Skills:

  • Over 30 years of legal, governance, and government affairs experience, equipping our Board with the skills needed to oversee the Company's complex and evolving governance and risk environment

  • Extensive financial services as well as regulatory and compliance experience honed through service as the Northeast Regional Director of Supervision Examination at the Consumer Financial Protection Bureau (CFPB) and in other senior roles overseeing regulatory and compliance related functions

  • Recognized leader across information security with credentials in technology innovation and digital transformation, artificial intelligence, and cybersecurity through earning the CERT certificate from the Universities of Cambridge and Oxford Programs in Digital Transformation and Disruptive Technologies, a certificate in artificial intelligence and a certificate in cybersecurity from MIT, two certificates in cybersecurity oversight from Harvard, and a certificate in cybersecurity and oversight from Carnegie Mellon

    Professional Highlights:

  • President of The Cambridge Group LLC, a regulatory advisory firm (since 2020)

  • Former Senior Advisor for Treliant Risk Advisors, counseling financial services firms on risk management, strategic, and other regulatory matters (2017-2020) and (2012-2015)

  • Former Northeast Regional Director of Supervision Examination for the Consumer Financial Protection Bureau (2015-2017)

  • Former Chief Regulatory Officer, Chief Compliance Officer, Chief Privacy Officer, Regulatory Relations Executive, and Director of Corporate Community Development for, and as legal counsel to, a number of banks and financial services firms, and as legal counsel to the United States Senate Budget Committee (1994-2012)

    Other Leadership Experience and Service:

  • AI Ethics Council Member of Dayforce, Inc. a publicly traded human-resources software and services company

  • Director of Institutional Capital Network, Inc., a privately-held global fintech platform

    18 | 2026 Proxy Statement

    Tenure:

• Since 2015

  Age: 60

  Board Committees:

• Audit (Chair)

• Executive

• Nominating and Governance

  Qualifications and Skills:

  • Extensive audit, accounting, and financial reporting experience developed through service as President and Chief Financial Officer and in other senior financial leadership roles at Cox Enterprises, Inc., supporting our Board in overseeing financial reporting integrity, risk, and internal controls

  • Deep executive leadership experience in corporate strategy and business development across multiple industries

  • Broad enterprise risk oversight, including responsibility for information technology, cybersecurity, and other operational functions, providing a comprehensive perspective on risk management and emerging technology trends

    Professional Highlights:

  • President and Chief Financial Officer of Cox Enterprises, Inc. (since 2022)

  • Former Executive Vice President and Chief Financial Officer of Cox Enterprises (2015-2022)

  • Former Executive Vice President and Chief Financial Officer of Cox Automotive (2014-2015)

  • Former Chief Financial Officer of Autotrader Group (2011-2015)

  • Various roles at Cox Communications (1980-2011, including Executive Vice President and Chief Strategy and Product Management Officer

    Other Leadership Experience and Service:

  • Director of Atlanta History Center

  • Director of Georgia Research Alliance

  • Director of Junior Achievement of Georgia, Inc

  • Director of Metro Atlanta Chamber

  • Director of Woods Hole Oceanographic Institution

    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

    2026 Proxy Statement | 19

    Proposal 1-Election of Directors

    
    
    

    CHARLES A. PATTON

    INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT

    JONATHAN M. PRUZAN

    
    
    

    INDEPENDENT DIRECTOR RISK MANAGEMENT EXPERT

    Tenure:

• Since 2013

  Age: 69

  Board Committees:

• Audit

• Trust-Truist Bank (Chair)

  Qualifications and Skills:

  • Extensive executive leadership and oversight experience gained from serving as President and Chief Executive Officer of Virginia First Savings Bank, a publicly traded financial institution, providing valuable insight into large-scale operations and strategic execution that supports the Company's long-term growth objectives

  • Deep knowledge of corporate governance and regulatory and risk management specific to the financial industry

  • Long-term perspective and significant institutional knowledge of Truist derived from years of service on our Board and its committees

    Professional Highlights:

  • Consultant and managing member of Patton Holdings, LLC, a real estate holding company (since 2007)

  • Consultant and managing member of PATCO Investments, LLC, which emphasizes specialty lending and equity participations (since 1998)

  • President and Chief Executive Officer of Virginia First Savings (1979-1997)

    Other Leadership Experience and Service:

  • Former member of the board of visitors of Richard Bland College (formerly the College of William & Mary)

  • Former board Chairman of Richard Bland College Foundation, Inc.

    Tenure:

• Since 2025

  Age: 57

  Board Committees:

• Compensation and Human Capital

• Risk

  Qualifications and Skills:

  • Broad strategic and operational experience leading finance, operations, technology, and corporate strategy in a highly regulated environment at Morgan Stanley, strengthening the Board's oversight of business transformation, risk management, and effective execution

  • Three decades of financial services, banking, and capital markets expertise, including senior executive roles as Chief Operating Officer and Chief Financial Officer and Head of Corporate Strategy at Morgan Stanley

  • Enterprise risk oversight experience, having served on firm-wide risk committees

    Professional Highlights:

  • Co-President of Pretium Partners, LLC, an alternative investment manager with a differentiated, scaled approach to residential real estate and corporate and structured credit investment strategies (since 2023)

  • Former Executive Vice President and Chief Operating Officer at Morgan Stanley (2021-2023)

  • Former Executive Vice President and Chief Financial Officer (2015-2021), and Head of Corporate Strategy (2016 - 2021) at Morgan Stanley

  • Former Managing Director and Co-Head of Morgan Stanley's Global Financial Institutions Group (2010-2015)

  • Former Investment banker at Morgan Stanley (1994-2015)

  • Various positions with PaineWebber (1990-1994)

    Other Leadership Experience and Service:

  • Director of Tufts University

  • Director of Peterson Institute of International Economics

  • Director of The American Ditchley Foundation

  • Life Trustee of New York-Presbyterian Hospital

  • Member of the Council on Foreign Relations

    20 | 2026 Proxy Statement

    Proposal 1-Election of Directors

    
    
    

    WILLIAM H. ROGERS, JR. CHAIRMAN AND CHIEF EXECUTIVE OFFICER

    THOMAS E. SKAINS

    
    
    

    LEAD INDEPENDENT DIRECTOR

    Tenure:

• Since 2011

  Age: 68

  Board Committee:

• Executive (Chair)

  Qualifications and Skills:

  • Extensive financial services experience and deep knowledge of Truist and our industry, supporting Mr. Rogers's effective leadership as Chair and Chief Executive Officer

  • Strong leadership capabilities in setting strategic vision and aligning business priorities with evolving industry dynamics

  • Corporate governance, risk management, and regulatory experience from more than 40 years tenure at Truist and as a former member of the Sixth District representative on the Federal Advisory Counsel of the Board of Governors of the Federal Reserve System

    Professional Highlights:

  • Chief Executive Officer of Truist and Truist Bank (since 2021) and Chairman of the Board of Truist and Truist Bank

    (since 2022)

  • Former President and Chief Operating Officer of Truist and Truist Banks (2019-2021)

  • Former Chairman of SunTrust Banks, Inc. (2012- 2019)

  • Former Chief Executive Officer of SunTrust Banks, Inc. (2011-2019)

    Other Leadership Experience and Service:

  • Member of the Bank Policy Institute

  • Chair of the board of the Boys & Girls Clubs of America

  • Member of the board of Charlotte Center City Partners

  • Member of the Charlotte Executive Leadership Council

  • Member of the Emory University Board of Trustees

  • Member of the Global Board of Advisors for Operation HOPE, Inc.

  • Former representative on the Federal Advisory Council of the Board of Governors of the Federal Reserve System

    Tenure:

• Since 2009

  Age: 69

  Board Committees:

• Compensation and Human Capital (Chair)

• Executive

• Nominating and Governance

  Other Current Public-Company Directorships:

• Duke Energy Corporation

• National Fuel Gas Company

  Qualifications and Skills:

  • Extensive corporate governance expertise maintaining Board and management accountability, bringing-as Lead Independent Director-strong independent oversight and effective leadership for our Board

  • Considerable executive leadership and strategic planning skills through his experience as Chairman, President and Chief Executive Officer of Piedmont Natural Gas Company, Inc. (now part of Duke Energy Corporation), a major natural gas utility in the Southeast

  • Comprehensive risk management experience in a highly regulated industry

  • Valuable perspective on government and public policy matters developed from prior service on several prominent civic and business associations

    Professional Highlights:

  • Former Chairman, President and Chief Executive Officer of Piedmont Natural Gas Company, Inc. (2003-2016), its President and Chief Operating Officer (2002-2003), and its Senior Vice President - Marketing and Supply Services (1995-2002)

  • Former Senior Vice President (1989-1995), Vice President (1986-1989) and Attorney at Law (1981-1986) of Transcontinental Gas Pipeline Corporation

    Other Leadership Experience and Service:

  • Previous chair of the board of the Charlotte Chamber of Commerce

  • Previous chair of the board of the American Gas Association

    2026 Proxy Statement | 21

    Proposal 1-Election of Directors

    
    
    

    LAURENCE STEIN

    INDEPENDENT DIRECTOR RISK MANAGEMENT EXPERT

    BRUCE L. TANNER

    
    
    

    INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT

    Tenure:

• Since 2024

  Age: 58

  Board Committees:

• Executive

• Risk (Chair)

• Trust-Truist Bank

  Qualifications and Skills:

  • Substantial experience with improving efficiency, streamlining large-scale operations, and driving strategic growth while maintaining strong risk management and controls, supporting our Board's focus on balancing performance with sound risk practices

  • Over 27 years of leadership across operations, finance, and technology, driving strategy and execution in asset management, investment banking, and wealth management at The Goldman Sachs Groups, Inc., a large financial institution

    Professional Highlights:

  • Former Executive Vice President and Chief Operating Officer, Asset & Wealth Management, at The Goldman Sachs Group, Inc. (2022-2023)

  • Member of The Goldman Sachs Group, Inc.'s Management Committee (2018-2023)

  • Former Chief Administrative Officer at The Goldman Sachs Group, Inc., (2018-2021)

  • Various senior leadership roles at The Goldman Sachs Group, Inc., including serving as the Global Head of the Operations Division, the Chief Operating Officer of the Securities Division, and the Chief Financial Officer of the Investment Banking Division (1996-2021)

  • Various roles at Ernst & Young (1992-1996)

    Other Leadership Experience and Service:

  • Member of the board of directors of Athos Therapeutics, Inc., a privately-held AI software and clinical stage biotechnology company

  • Member of the Business School Council of Tulane University

    Tenure:

• Since 2015

  Age: 67

  Board Committees:

• Audit

• Compensation and Human Capital

  Other Current Public-Company Directorship:

• American Tower Corporation

  Qualifications and Skills:

  • Comprehensive oversight of enterprise finance, encompassing capital structure, financial planning and analysis, treasury, internal controls, compliance, and program finance, strengthening the Board's insight into financial discipline, risk oversight, and organizational resilience

  • Deep financial and accounting expertise, having steered the finance function at Lockheed Martin Aeronautics, a Fortune 100 global enterprise, through an extended period of sustained growth

    Professional Highlights:

  • Former Executive Vice President and Strategic Advisor for Lockheed Martin Corporation (2019)

  • Former Executive Vice President and Chief Financial Officer for Lockheed Martin Corporation (2007-2019)

  • Former Vice President of Finance and Business Operations for Lockheed Martin Aeronautics (2006-2007)

  • Former Vice President of Finance and Business Operations, Lockheed Martin Electric Systems (2002-2006)

  • Various roles at Lockheed Martin Corporation (1982-2002)

    Other Leadership Experience and Service:

  • Member of the President's Advisory Board for the University of Texas at Arlington

22 | 2026 Proxy Statement

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.

Chairman and Chief

Key Responsibilities

Executive Officer

• Implements Truist's Purpose, Mission, and Values

• Leads the development and execution of the Company's strategies-both short and long-term

• Presides at Board and shareholder meetings

• Coordinates with the Lead Independent Director on schedules, agendas, and materials for meetings or executive sessions of the Board and its committees

• Supports the Board in carrying out its oversight responsibilities, including with respect to the Company's enterprise risk management ("ERM") framework and financial and operational resiliency

  Lead Independent Director

  Key Responsibilities

• Serves as a liaison between independent directors and senior management, including the Chairman and Chief Executive Officer

• Presides at Board meetings when the Chairman requests, is not present, or has a conflict

• Presides at executive sessions of the Board

• May convene a special meeting of the Board or a meeting of independent directors

• Directs schedules, agendas, and the kind and nature of information provided for meetings or executive sessions of the Board, its committees, or independent directors

• Remains reasonably available for consultation and direct communication with major shareholders

• Serves as a member of the Executive Committee and performs specified duties if the Chairman serves as Chair of the Executive Committee

• Works with the Compensation and Human Capital Committee to oversee the annual evaluation of the Chief Executive Officer's performance

• Leads with the Chief Executive Officer the succession planning efforts for that office

• Meets with the Chief Executive Officer after each executive session of independent directors to discuss matters arising out of the session

  2026 Proxy Statement | 23

  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:

• The highest integrity, character, and alignment with Truist's Purpose, Mission, and Values

• Senior executive or management experience, preferably at a company with complex businesses, operations, or risk profiles or at a sizeable governmental entity

• Business, financial, risk management, or professional experience that is relevant to understanding, overseeing, and directing the business and affairs of Truist

• An ability to think and act independently, collaborate in a cohesive and constructive manner, and effectively challenge management

• An absence of any conflict that would inhibit decision-making in the balanced and best interests of Truist's shareholders as a whole and consistent with the fiduciary duties of a director

• An ability and willingness to devote sufficient time and attention to Truist for a meaningful period of time

• An appropriate fit within the existing mix of director qualifications so that the Board possesses a broad array of skills, backgrounds, and expertise that, taken as a whole, create a strong and effective governing body for Truist.

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.

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."

24 | 2026 Proxy Statement