TRUIST FINANCIAL CORP

Who Makes Executive-Compensation Decisions

ROLE OF COMPENSATION AND HUMAN CAPITAL COMMITTEE

The Committee administers Truist’s compensation program for our NEOs in a manner consistent with our Purpose, Mission, Values, and our compensation philosophy. The Committee’s authority and responsibilities are set forth in its charter and include:

◾ Overseeing the design and governance of Truist’s compensation and benefits plans ◾ Reviewing and approving the compensation for our NEOs and other senior management ◾ Approving goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the Chief Executive Officer in light of these goals and objectives, and determining and approving the total compensation of the Chief Executive Officer based on this evaluation ◾ Reviewing and approving Truist’s compensation philosophy and principles—including provisions that (1) promote sound risk management, compliance with laws, and safety and soundness; (2) align long-term incentive compensation with the interests of shareholders and the creation of long-term value; and (3) do not encourage excessive, inappropriate, or unnecessary risk-taking ◾ Reviewing and recommending to the Board the compensation of non-management directors

In making compensation decisions, the Committee uses several resources and tools, including the services of an independent compensation consultant. The Committee engaged Farient Advisors LLC (the “compensation consultant”) as the Committee’s independent compensation advisor for 2025. The Committee also considers summary analyses of total compensation delineating each compensation element (sometimes referred to as “tally sheets”), an assessment of executive risk outcomes and competitive benchmarking.

The Committee determines compensation for our Chief Executive Officer each year, but the entire Board is involved in his performance review. This review entails a comprehensive assessment of his achievement of strategic goals established by the Committee at the beginning of the year, which cover financial, operational, regulatory, risk, technology, and human capital considerations. Based on the results of this review, the Committee applies its informed judgment to assess our Chief Executive Officer’s individual performance, and to determine his individual compensation elements and total compensation.

Performance Adjustments. The financial measures the Committee approves reflect adjustments to GAAP results so that the NEOs are compensated for core financial, business, and operational performance relative to planned levels and are not penalized or rewarded fornon-core events and other factors that do not reflect the ongoing management of the Company. The Committee also believes that these adjustments enhance the comparability of the Company’s results with prior periods. In addition, to facilitate assessments of performance relative to peers, comparable adjustments are made to their results.

◾ Throughout the year, the Committee reviews projected results, including possible adjustments. At the beginning of each year, the Committee receives final performance information for the prior year, which have historically incorporated adjustments to our reported results so that the applicable compensatory plans fairly compensate participants for core Truist performance. ◾ A reconciliation of adjustments for the purposes of evaluating Truist’s 2025 performance is included in Annex A to this proxy statement.

ROLE OF MANAGEMENT

The Committee receives reports relating to the executive-compensation program from our Chief Audit Officer or other members of our internal audit function. The Committee also receives reports from our Chief Risk Officer and the Risk Committee on our executive risk outcomes assessment for the Company and individual NEOs and other senior management as well as other significant matters involving risk management and the executive-compensation program.

Our Chief Executive Officer is also involved in compensation determinations for the NEOs other than himself. Each year, he reviews the performance of the other NEOs, considering both overall performance and risk management outcomes tied to their respective responsibilities. He then briefs the Committee on his evaluations and solicits their perspectives. Incorporating the Committee’s feedback, he completes his performance assessments of the other NEOs and shares them with the Committee. Based on the results of these assessments and our Company performance, with consideration of the business and operating environment in which results were achieved, the Committee then applies its informed judgment to approve the individual compensation elements and total compensation of each NEO. In addition, the Risk Committee approves the performance assessment and the compensation of Mr. Bender as Chief Risk Officer.

ROLE OF INDEPENDENT COMPENSATION CONSULTANT

The Committee engaged the compensation consultant as an advisor during 2025. The compensation consultant serves at the request of, and reports directly to, the Committee. The Committee has the sole authority to approve the compensation consultant’s fees and other retention terms, including the authority to limit the amount of fees the compensation consultant may earn from other services provided to Truist. The compensation consultant performs a review of our executive-compensation programs, provides peer group analyses, and advises on regulatory developments, corporate governance, and best practice trends.

The Committee reviewed whether the compensation consultant is independent and whether the engagement presented any conflicts of interest. In conducting this review, the Committee noted that the compensation consultant (1) provides no services to Truist other than compensation consulting, (2) has no personal or business relationships with members of our Board or executive officers, (3) does not directly own any shares of Truist stock, and (4) retains a written policy designed to avoid conflicts of interest that may arise. The compensation consultant determined that it was independent from our management and confirmed this in a written statement provided to the Chair of the Committee.

During 2025, the compensation consultant provided the following services to the Committee:

◾ Reviewed Truist’s total compensation philosophy for reasonableness and appropriateness ◾ Reviewed overall compensation levels ◾ Reviewed our executive-compensation program relative to peers and advised the Committee of plans or practices that may be changed to improve effectiveness ◾ Provided market and peer data and recommendations on executive compensation ◾ Reviewed and advised the Committee on the composition of our peer group ◾ Reviewed public disclosure on compensation, including compensation disclosures in this proxy statement ◾ Advised the Committee regarding the compensation of outside directors

In order for the compensation consultant to provide effective advice, the Committee expects it to interact with our management from time to time. These interactions generally involve:

◾ Obtaining compensation and benefits data and other relevant information that is not available from public sources ◾ Working to understand the scope of the various job responsibilities for NEOs and other senior management in order to provide accurate benchmarking ◾ Conferring with management to understand our business strategy and circumstances

When Executive-Compensation Decisions are Made

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Key Considerations for Executive-Compensation Decisions

PEER GROUP AND COMPETITIVE ANALYSES

The Committee uses a peer group to perform competitive assessments of executive compensation as well as to measure performance under our short- and long-term incentive plans. The Committee approves a group of publicly-traded banks or financial services firms each year to serve as the peer group. The Committee may also review market data for other financial services firms with whom we compete for talent.

In evaluating the peer group, the Committee considers industry and business mix, regulatory oversight, assets, revenues, and key competitors for talent, among other factors. The Committee believes it is important for the peer group to primarily comprise other banks for performance comparisons and as competitors for executive talent. However, the Committee recognizes that there are currently only two regional banks similar to our size and business mix. To create a reasonable sample size for pay and performance comparisons, the Committee determined it appropriate to include additional companies that provide a balance of larger and smaller banks. Based on its comprehensive review, the Committee approved maintaining the same peer group in 2025 as for 2024, which consists of the 10 companies set forth below. Given the wide range in sizes among the peer banks, the Committee uses its judgment in evaluating pay levels relative to the market data and, in the aggregate, seeks to pay within a competitive range relative to peers.

In establishing target pay opportunities, the Committee generally compares each element of compensation as well as total compensation relative to the peer group. The Committee also reviews market data from other financial services firms beyond the peer group. The Committee establishes pay levels for members of senior management that are appropriate based on market data as well as other critical factors, including each individual’s specific role, performance, experience, expertise, internal pay comparisons, and relative responsibilities.

SHAREHOLDER FEEDBACK

The Committee considers feedback from shareholders in its oversight of Truist’s executive-compensation program, including perspectives conveyed during our annual shareholder engagement outreach and the results of the annualsay-on-pay vote. See Section 1—Executive-Compensation Alignment to Shareholder Feedback and Interests on page 44 for additional information on our 2025 shareholder engagement.

RISK CONSIDERATIONS IN SETTING COMPENSATION

We expect our NEOs to exhibit the highest levels of ethics and demonstrate best practices in risk management when conducting activities on behalf of Truist. The Committee routinely considers whether our executive-compensation program encourages inappropriate, unnecessary, or excessive risk-taking, with the goal of designing and implementing an executive-compensation program that drives performance to create long-term value for shareholders in a highly-regulated financial institution like Truist.

Banking regulators have influenced the compensation practices and incentive compensation structures at the largest financial institutions in the United States, focusing on the risks intrinsic to the design and implementation of compensation plans, as well as the reasonableness of each element of compensation. Regulatory guidance, including the Interagency Guidance on Sound Incentive Compensation Policies, is considered in the design and implementation of our executive-compensation program. The Committee assesses our pay practices to balance risks and meet stakeholder expectations while adhering to our commitment to link NEO pay to our performance and maintain an executive-compensation program that is market competitive and shareholder aligned.

Balanced Compensation Elements. The Committee believes that having market-competitive fixed base salaries discourages inappropriate risk-taking. In addition, the NEOs have a significant proportion of compensation provided in the form of PSU, LTIP, and RSU awards that have performance and vesting features extending over several years. These features are designed to encourage our NEOs to focus on long-term performance, rather than just annual results, and therefore reduce risk-taking that is likely to produce only short-term benefits. Such a design also enables meaningful time to pass for risk outcomes to emerge.

Performance Measures that Adjust for Risk. Under our incentive programs, we use performance metrics that closely correlate to shareholder return. Similarly, our incentive programs include measures that adjust for risk, including the use of the executive risk outcomes assessment for short-term incentive compensation.

Responsible Equity Grant Practices. Generally, the timing of our annual equity awards is determined months in advance of the actual grants in order to coincide with the regularly scheduled February meetings of the Board and the Committee. The grant date is established when the grants and all key terms are approved by the Board or the Committee, as the case may be. For the 2025–2027 PSU and 2025 RSU awards, the number of units granted under each award was determined by dividing the award amount by the closing price of our common stock on the grant date and rounding down to the nearest whole number. In addition, the 2022 Incentive Plan includes prohibitions on the repricing of stock options without shareholder approval. We are required to recognize the expense of all share-based awards (such as PSUs and RSUs) in our income statement over the award’s minimum required service period.

Executive Risk Outcomes Assessment / Risk Adjustments. We utilize an executive risk outcomes assessment process, which the Committee may use to modify the amount of short-term incentive compensation otherwise payable to an NEO, in order to align compensation outcomes with responsible risk management practices. The executive risk outcomes assessment includes an independent qualitative risk management effectiveness assessment supported by data and conducted by the Chief Risk Officer and business unit Chief Risk Officers as a key component of the performance management process. In conducting the qualitative assessments of risk management effectiveness, the Chief Risk Officer and business unit Chief Risk Officers evaluate factors based on impact to the risk profile of the enterprise and relevant areas of management control and influence.

The executive risk outcomes assessment:

◾ provides for evaluation of both Company and individual results in the context of factors impacting the risk profile of the enterprise and relevant management areas ◾ presents the positive and negative risk outcomes that have influenced risk management effectiveness, if necessary, and includes recommended actions with respect to significant negative outcomes ◾ reinforces a culture of accountability ◾ aligns performance and short-term incentive compensation with the expectations and outcomes for key elements of risk management effectiveness ◾ informs the recommendations of the Chief Risk Officer, the Chief Executive Officer, and the Committee’s own insight and evaluation ◾ informs our risk review process, in which short-term incentive compensation for our NEOs and senior management for 2025 was subject to potential adjustment ◾ is reviewed by the compensation consultant

The Committee believes that the executive risk outcomes assessment is an important element to appropriately balance incentive compensation based on risk.