TRUIST FINANCIAL CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Schedule 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

Truist Financial Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 11, 2024

Dear Fellow Owner:

We’re inviting you to attend the Annual Meeting of Shareholders of Truist Financial Corporation on April 23, 2024, at 11:00 a.m. Eastern Time. We will hold our Annual Meeting in a virtual-only format this year and have provided information about attending, voting, and submitting questions in the accompanying proxy statement.

In 2023, we continued to lean into our purpose to inspire and build better lives and communities as we focused on streamlining our enterprise, intensifying our disciplined expense management, and accelerating franchise momentum.

This transformative work included sharpening our strategic focus on our core businesses and risk-management systems as well as continuing to strengthen our capital position. We took swift and meaningful actions to simplify our organization and implemented a cost-savings program to reduce expenses. We pared backnon-core and lower-return portfolios and paid down higher-cost borrowings. And all the while we supported our communities in many ways, including by committing $2.1 billion to support more than 15,000 units of affordable housing and 130,000 people served inlow- to moderate-income communities.

As we continue to diligently execute on this critical work to capitalize on our competitive advantages and drive efficiencies, we’re improving how we operate and taking other steps to drive long-term value for the benefit of our shareholders, now and into the future. Notably, in February 2024, we announced an agreement to sell our remaining stake in Truist Insurance Holdings to further strengthen our balance sheet and enhance our strategic flexibility to invest in the core banking franchise. I look forward to realizing the company’s potential even more in 2024 as we leverage our expanded capabilities and talent to actualize our purpose.

At the Annual Meeting, we will be bidding farewell to one of our directors, Christine Sears, who has decided to retire from the Board at that time. We deeply appreciate Christine’s outstanding service over the past nine years and her wisdom and commitment to advancing the interests of all of the stakeholders of Truist.

Once again this year, we are providing proxy materials to many of our shareholders through the internet to support Truist’s sustainability efforts by saving paper and reducing costs. We also believe this will offer you a convenient way to access the proxy materials. Please read our proxy statement carefully for important information about the Annual Meeting and the matters on which we ask for your vote.

Whether or not you plan to attend the virtual-meeting internet webcast, please vote in advance as promptly as possible. Every shareholder vote is important, and we want your shares to be represented at the meeting.

Thank you for your support in helping Truist inspire and build better lives and communities.

Sincerely,

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS OF

TRUIST FINANCIAL CORPORATION

AGENDA

You can vote at the Annual Meeting if you were a shareholder of record at the close of business on February 15, 2024.

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 Annual Meeting as described more fully in the proxy statement beginning on page 89.

To attend and submit your questions for the Annual Meeting as a registered shareholder or beneficial owner, you will need to log in atwww.virtualshareholdermeeting.com/TFC2024 using your name, a valid email address, and the unique 16-digit control number found on your Notice of Internet Availability, proxy card, or voting instruction form.

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 11, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 23, 2024:

The solicitation of the enclosed proxy is made on behalf of the Board of Directors for use at the Annual Meeting to be held on April 23, 2024. A copy of this proxy statement, our 2024 Annual Report, and our 2023 Form 10-K are available at: www.proxyvote.com.