TRUIST FINANCIAL CORP

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:

How to Vote

Proxy Voting Methods

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 visitingwww.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 Informationon 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.

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.

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.

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.

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.

Tenure

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.

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.

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 advisorysay-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 oursay-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 oursay-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.

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 andat-risk based on achievement of financial andnon-financial measures, occurrence of an aggregate operating loss, and certain capital events and significant negative risk outcomes.

In 2025, 92% and 87% of target annual compensation for our Chief Executive Officer and average for all other NEOs,(1) respectively, were forfeitable andat-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:

See Risk Considerations in Setting Compensationon 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.

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.