TRUIST FINANCIAL CORP

As filed with the Securities and Exchange Commission on March 16, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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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 avirtual-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 newshare-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 andlong-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 asco-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, oursay-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

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 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: 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.