TFC DEF 14A Report ended March 17, 2025

March 17, 2025

Dear Fellow Owner:

We’re inviting you to attend the Annual Meeting of Shareholders of Truist Financial Corporation on April 29, 2025, 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 2024, we delivered solid financial results for shareholders as we fulfilled our expense commitments, completed the sale of Truist Insurance Holdings, and repositioned our balance sheet. We accomplished those results while maintaining strong credit quality and increasing investments in talent, technology, and risk infrastructure. We announced up to a $5 billion multiyear share repurchase authorization and commenced repurchases in the third quarter of 2024.

We also delivered on our purpose to inspire and build better lives and communities by serving our clients with knowledge and care and supporting our communities. We committed $725 million in financial support to those impacted by Hurricane Helene in Western North Carolina. We also launched the Truist Life, Money, and Choices financial education program for high school and college students and supported small businesses and created career pathways in underserved communities through the Truist Foundation.

These efforts position us well to continue our strong momentum and drive long-term value for our shareholders. We look forward to realizing Truist’s potential even more in 2025 as we leverage our expanded capabilities and talented teammates to actualize our purpose.

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,

William H. Rogers, Jr. Chairman and Chief Executive Officer		Thomas E. Skains Independent Lead Director

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS OF

TRUIST FINANCIAL CORPORATION

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 17, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 29, 2025:

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 29, 2025. A copy of this proxy statement, our 2025 Annual Report, and our 2024 Form 10-K are available at: www.proxyvote.com .

Table of Contents

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 2024 performance can be found in our Annual Report on Form 10-K for the year ended December 31, 2024. The proxy materials were first made available on or about March 17, 2025 to shareholders of record of our common stock at the close of business on February 20, 2025 (the “Record Date”).

The 2025 Annual Meeting of Shareholders of Truist Financial Corporation (the “Annual Meeting”) will be a virtual-only meeting in our continuing effort to expand shareholder access and participation.

2025 Annual Meeting of Shareholders

Proposals and Voting Recommendations

Shareholders will vote on the following three proposals:

Proxy Statement Summary

How to Vote

Shareholders of record on the Record Date may vote at the Annual Meeting. Only one class of our common stock exists, and each share is entitled to one vote. “Shareholders of record” or “registered shareholders” have shares of our common stock registered in their names with our transfer agent, Computershare Trust Company, N.A. “Beneficial owners,” in contrast, own shares of our common stock that are held in “street name” through a broker, bank, or other nominee. Beneficial owners generally cannot vote their shares directly and must instead instruct their brokers, banks, or other nominees how to vote their shares. If you are a beneficial owner of our common stock, your proxy is being solicited through your broker, bank, or other nominee.

Attending the Annual 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 will be allowed to vote your shares and submit questions online before and during the Annual Meeting. You will be able to do so by visiting www.virtualshareholdermeeting.com/TFC2025 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 into and attend the Annual Meeting online beginning at 10:45 a.m. Eastern Time on April 29, 2025. The Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. Attendance at the Annual Meeting online is subject to capacity limits set by the virtual-meeting platform provider. To submit questions in advance of the Annual Meeting, visit www.proxyvote.com before 11:59 p.m. Eastern Time on April 28, 2025, and enter your 16-digit control number.

Shareholders who participate in the Annual Meeting virtually by means of the website address provided above will be deemed present, including for purposes of determining a quorum.

For additional information on voting, attendance, and submitting questions for the Annual Meeting, please see the sections entitled “How to Vote” and “How to Attend the Annual Meeting” beginning on page 85 of this proxy statement.

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.

Proxy Statement Summary

Truist’s Purpose

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

Purpose

To inspire and build better lives and communities.

Proxy Statement Summary

Truist Board of Director Nominees

Please consider the following nominees to our Board of Directors. All of these nominees currently serve as Truist directors . We are proud of the experience, skill, and background of this group and the dedication of each nominee.

		Age		Independent		Principal Occupation		Truist Standing Board Committee Memberships
Jennifer S. Banner		65				Executive Director of Management Forum of, and Consultant with Special Appointment to, the University of Tennessee’s Haslam College of Business		• Audit • Technology
K. David Boyer, Jr.		73				CEO of GlobalWatch Technologies, Inc.		• Executive • Technology
Agnes Bundy Scanlan		67				President of The Cambridge Group LLC		• Executive • Nominating and Governance (Chair) • Risk
Dallas S. Clement		59				President and CFO of Cox Enterprises, Inc.		• Audit (Chair) • Executive • Nominating and Governance
Linnie M. Haynesworth		67				Retired Sector Vice President and General Manager, Northrup Grumman Corporation		• Risk • Technology
Donna S. Morea		70				Chairman and CEO of Adesso Group, LLC		• Executive • Risk • Technology (Chair)
Charles A. Patton		68				Manager of Patton Holdings, LLC and PATCO Investments, LLC		• Executive • Nominating and Governance • Risk (Chair)
William H. Rogers, Jr.		67				Chairman and CEO of Truist		• Executive (Chair)
Thomas E. Skains		68				Retired Chairman, President, and CEO of Piedmont Natural Gas Company, Inc.		• Compensation and Human Capital • Executive • Nominating and Governance
Laurence Stein		57				Retired EVP and COO, Asset & Wealth Management, of The Goldman Sachs Group, Inc.		• Risk
Bruce L. Tanner		66				Retired EVP and CFO of Lockheed Martin Corporation		• Audit • Compensation and Human Capital
Steven C. Voorhees		70				Retired President and CEO of WestRock Company		• Audit • Compensation and Human Capital (Chair) • Executive

Proxy Statement Summary

CONTINUING COMMITMENT TO SOUND CORPORATE GOVERNANCE

Truist maintains the following corporate governance framework:

Proposal 1—Election of Directors

We are asking you to elect each of the 12 director nominees named in this proxy statement to serve on the Board of Directors for a one-year term expiring at the annual meeting of shareholders in 2026. Although our Board of Directors 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.

In an uncontested election of directors, our articles of incorporation require each director to be elected by the majority of the votes cast at a meeting of shareholders. Under our Director Resignation Policy, as described in our Corporate Governance Guidelines, any incumbent director nominee who fails to receive more votes in favor of the director’s election than against the director’s election shall tender his or her resignation to the Board, which will be conditioned on the Board’s acceptance of the resignation. The Nominating and Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board whether to accept, reject, or otherwise act with respect to the tendered resignation. The Board will act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the shareholder vote and will publicly disclose its decision within this 90-day timeframe. A director whose resignation is under consideration will abstain from participating in any recommendation or decision regarding that resignation. If a director’s resignation is not accepted, the director will continue to serve until the next annual meeting of shareholders and until the director’s successor is elected and qualified, or until the director’s earlier resignation or removal.

Each of our director nominees has been identified as possessing good business acumen, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics. Sound judgment and community leadership are also important characteristics that our nominees possess. Each nominee additionally brings to us a strong and unique background and set of skills, providing our Board with collective strength in overseeing Truist’s strategy, culture, and performance.

Board Composition

The Board and the Nominating and Governance Committee strive to recruit and retain directors who possess a broad array of skills, backgrounds, and expertise that, taken as a whole, create a strong and effective governing body. The Nominating and Governance Committee regularly reviews the composition of the Board and its committees to determine the appropriate balance of skills, backgrounds, and expertise to provide strong oversight of the Company’s business and affairs.

Our directors also have a broad range of tenures on our Board.

* Board tenure here and throughout the proxy statement includes each director’s Board service at Truist and either BB&T or SunTrust, as applicable.

Proposal 1—Election of Directors

Director Qualifications

We believe that the Board’s skill set and commitment to Truist help promote our purpose to “inspire and build better lives and communities.” The Board invests a substantial amount of time, effort, and energy in overseeing the development and execution of our strategic plan consistent with Truist’s risk appetite. As illustrated below, the qualifications of the directors position the Board well to fulfill these responsibilities.

Proposal 1—Election of Directors

Nominees for Election as Directors for a One-Year Term Expiring in 2026

The Board of Directors has nominated the following individuals to serve as directors of Truist until the 2026 annual meeting of shareholders and until their respective successors are elected and qualified. The nominees for election to our Board of Directors and their principal occupations, experience, key qualifications, and skills are set forth below.

		JENNIFER S. BANNER KNOXVILLE, TN								K. DAVID BOYER, JR. OAKTON, VA

Proposal 1—Election of Directors

		AGNES BUNDY SCANLAN CAMBRIDGE, MA								DALLAS S. CLEMENT ATLANTA, GA

Proposal 1—Election of Directors

		LINNIE M. HAYNESWORTH OAKTON, VA								DONNA S. MOREA ROYAL OAK, MD
Tenure: •  Since 2019 Age: 67 Board Committees: •  Risk •  Technology Public Company Directorships: •  Automatic Data Processing, Inc. •  Micron Technology, Inc. •  Eastman Chemical Company								Tenure: •  Since 2012 Age: 70 Board Committees: •  Executive •  Risk •  Technology (Chair) Public Company Directorship: •  Science Applications International Corporation Past Public Company Directorship: •  KLDiscovery Inc.
Professional Experience: Ms. Haynesworth retired in 2019 as the Sector Vice President and General Manager of the Cyber and Intelligence Mission Solutions Division for Northrop Grumman Corporation’s (NGC’s) Mission Systems Sector after assuming this role in 2016. In this position, Ms. Haynesworth had executive responsibility for the overall growth and program activities for the division’s business portfolio, including full spectrum cyber, multi-enterprise data management and integration, as well as mission enabling intelligence, surveillance, and reconnaissance (ISR) solutions supporting domestic and international customers. She previously served as Sector Vice President and General Manager of the ISR Division within the former Information Systems sector of NGC, as well as led NGC’s Federal and Defense Technologies Division. Ms. Haynesworth serves on the boards of Automatic Data Processing, Inc. (a global technology company), Micron Technology, Inc. (a memory and storage solutions business), and Eastman Chemical Company (a global specialty materials company). In addition, Ms. Haynesworth is an advisory board member of the U.S. Department of Defense Business Board. Qualifications and Skills: Ms. Haynesworth enriches the Truist Board through her deep background in cybersecurity governance, enterprise strategy, large complex system development, and disruptive technology integration. She formerly served on the board of directors of the Intelligence and National Security Alliance and the Northern Virginia Technology Council. Ms. Haynesworth provides Truist’s Board a valuable resource, and offers significant insights as cybersecurity and technology play an increasing role in Truist’s operations and businesses.								Professional Experience: Since 2012, Ms. Morea has been the Chairman and Chief Executive Officer of Adesso Group, LLC, which provides consulting and advisory services, with an emphasis on strategic growth opportunities, for businesses of all sizes. Ms. Morea is the Retired President, US, Europe, and Asia Pacific, and former member of the board, of CGI, one of the largest global technology firms, where she served for over 30 years. She presently serves as chair of the board of Science Applications International Corporation, a publicly-traded firm that provides technical, engineering, and enterprise information technology services. Ms. Morea is also an Operating Executive of The Carlyle Group, where she focuses on technology and business services. She has also served as the chair of the Northern Virginia Technology Council, which has more than 1,000 member organizations. Qualifications and Skills: Ms. Morea is a nationally recognized executive in IT, software, and professional services management with over 40 years of experience and provides valuable insight to Truist in today’s changing competitive environment. In addition, she has broad experience in managing IT and business process services for large enterprises, including companies in such diverse and highly regulated industries as financial services, healthcare, and telecommunications. Ms. Morea also makes important contributions to the Truist Board through her executive management experience and knowledge of information technology, given the increasing importance of technology to our operations and businesses.

Proposal 1—Election of Directors

		CHARLES A. PATTON N. PRINCE GEORGE, VA								WILLIAM H. ROGERS, JR. CHARLOTTE, NC

Proposal 1—Election of Directors

		THOMAS E. SKAINS CHARLOTTE, NC								LAURENCE STEIN RYE, NY

Proposal 1—Election of Directors

		BRUCE L. TANNER COLLEYVILLE, TX								STEVEN C. VOORHEES JACKSONVILLE BEACH, FL

Proposal 1—Election of Directors

Standing Board Committee Membership and Lead Director Responsibilities

Pursuant to Truist’s Corporate Governance Guidelines, directors are expected to attend the Board meetings, the meetings of the Board committees on which they serve, and the annual meeting of shareholders. All of our directors attended the 2024 annual meeting of shareholders.

The table below shows director membership on each of our six standing committees as of the date of this proxy statement: Audit; Compensation and Human Capital; Executive; Nominating and Governance; Risk; and Technology. The charter for each of these committees is accessible on our website at https://ir.truist.com/Board-Committees . The table also includes the members of the Trust Committee of our principal banking subsidiary, Truist Bank.

Each Board member attended more than 75% of the aggregate number of Board meetings, and meetings of the committees on which he or she served, during his or her tenure in 2024. During 2024, the Board of Directors held 13 meetings.

The following pages provide detail on the responsibilities of our independent Lead Director and each standing committee of the Board, including the current members, the principal functions, and the number of meetings held in 2024.

(1) The Trust Committee is a committee of the Board of Directors of Truist Bank.

(2) Independent Lead Director.

Proposal 1—Election of Directors

Independent Lead Director

Proposal 1—Election of Directors

Audit Committee

Compensation and Human Capital Committee

Proposal 1—Election of Directors

Executive Committee

Nominating and Governance Committee

Proposal 1—Election of Directors

Risk Committee

Technology Committee

Proposal 1—Election of Directors

Compensation of Directors

On an annual basis, the Compensation and Human Capital Committee reviews the compensation paid to our directors and makes recommendations to the Board regarding any changes. Working with the Compensation Consultant (as defined in the “Compensation Discussion and Analysis”), the Compensation and Human Capital Committee annually assesses the competitiveness of Truist’s director compensation program relative to our peers. In making this assessment, the Compensation and Human Capital Committee reviews (i) the individual pay components of our program relative to the pay components for directors at our peers, (ii) the average total compensation of our Board members relative to directors at our peers, and (iii) our aggregate Board compensation as compared to our peer group.

The director compensation shown in the 2024 Director Compensation Table below reflects total compensation paid to each director for service as a member of the Boards of both the Company and Truist Bank. A director who is also a teammate of Truist or its subsidiaries is not eligible to receive any equity, retainer, or fees for service on either Board.

The table below shows the fees paid to our non-employee directors for 2024. In its annual review of our director compensation program for 2025, the Compensation and Human Capital Committee determined that no adjustments needed to be made at the time to the fees our non-employee directors are entitled to receive for 2025.

Each director receives a base retainer of $100,000. The Lead Director, committee chairs (other than Mr. Rogers, who receives no additional compensation for his role as Chair of the Executive Committee), and non-chair members of the Audit and Risk Committees receive the additional retainers set forth below.

Non-Employee Directors’ Deferred Compensation Plan . The Truist Amended and Restated Non-Employee Directors’ Deferred Compensation Plan permits participating non-employee directors to defer 50% or 100% of their retainer fees into a deferred savings account as well as 100% of their equity compensation awards. Participating non-employee directors make an election upon entering the plan regarding the deferral of their non-employee director fees and equity compensation awards and the form of distributions under the plan. Deferrals of retainer fees are fully vested at all times and are payable in cash after termination of the director’s service on the Board. Deferred equity awards are payable in Truist shares after termination of a director’s service on the Board.

Stock Ownership Guidelines . Truist requires each non-employee director to hold or control an amount of common stock having a value equal to at least 5x the amount of his or her annual cash retainer paid by Truist for such director’s services. All non-employee directors are expected to meet this ownership requirement by the later of (i) five years following initial appointment as a director, or (ii) such period of time as it may take to reach the ownership requirement threshold by holding shares or RSUs granted by Truist pursuant to the

Proposal 1—Election of Directors

equity compensation arrangements for directors. All current directors either met the minimum ownership requirement or were still within the time frame allowed to achieve such ownership as of December 31, 2024.

2024 Director Compensation Table

Corporate Governance

The Board of Directors regularly reviews Truist’s corporate governance program taking into account industry and other practices, recent developments, and the requirements of applicable statutes, regulations, and other laws.

Corporate Governance Practices

Our governance practices promote board effectiveness and shareholder interests. Our key corporate governance practices are summarized below:

Corporate Governance

Corporate Governance Guidelines

Our Corporate Governance Guidelines provide the framework for fulfillment of the Board’s corporate governance duties and responsibilities, taking into consideration industry and other practices, recent developments, and applicable statutes, regulations, and other laws. The Corporate Governance Guidelines address a number of matters applicable to directors, including director qualification standards, director independence requirements, share ownership guidelines, Board responsibilities, Board development, role of the independent Lead Director, retirement, meetings of non-management directors, and director compensation.

DIRECTOR INDEPENDENCE

Our Board of Directors is committed to maintaining objective, independent oversight of management. The value we place on the independence of our directors is reflected in our corporate governance documents, Board committee charters, annual independence review of our Board members, and the role of our Lead Director.

In determining director independence, our Board considers the New York Stock Exchange’s (“NYSE”) independence criteria and the standards set forth in our Corporate Governance Guidelines. Consistent with NYSE rules, our Board of Directors broadly considers all relevant facts and circumstances that bear on the materiality of each director’s relationship with Truist, including the potential for conflicts of interest, when determining director independence. In making an independence determination, no director qualifies as independent unless the Board affirmatively determines that the director has no material relationship, and has not had such a relationship within the past three years, with Truist or any of its subsidiaries.

Corporate Governance

To assist it in making independence determinations, our Board of Directors has adopted categorical standards, which are contained in our Corporate Governance Guidelines. These director independence standards reflect, among other items, the NYSE independence requirements and other applicable laws and regulations related to director independence, and address certain relationships that the Board has determined affect a director’s independence. These standards are designed to assist the Board of Directors in determining director independence and include:

Corporate Governance

Director Independence Review Process

The Nominating and Governance Committee assists the Board by annually evaluating the independence of each prospective and incumbent director using the foregoing standards and such other factors as the Nominating and Governance Committee deems appropriate, and makes a recommendation to the Board regarding the independence of each such person. As a part of this evaluation process, the Nominating and Governance Committee also considers each director’s occupation, other publicly held company directorships, personal and affiliate transactions with Truist and its subsidiaries, relationships considered in accordance with our Related Person Transactions Policy, and other relevant direct and indirect relationships that may affect independence. In particular, the Board considers Truist’s purchase or provision of products or services during the last three years from or to each entity where a director, including Mr. Clement, was an executive officer or employee of such entity, or had an immediate family member who was an executive officer of such entity, and where that entity made payments to or received payments from Truist or any of its subsidiaries for products or services; however, all such transactions were made: (a) in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties, (b) in the aggregate for any single fiscal year, did not exceed 0.25% of Truist’s or such other entity’s gross revenue, and (c) were immaterial to both Truist and the other entity.

After duly considering all such information, our Board of Directors has affirmatively determined that the following current directors or nominees have no disqualifying material relationships with Truist or its subsidiaries and are independent:

William H. Rogers, Jr. was deemed not to be independent due to his role as a current executive officer of Truist. The Board also determined that Christine Sears and Patrick C. Graney III, who each retired during 2024, were independent. Each member of the Audit Committee, the Compensation and Human Capital Committee, and the Nominating and Governance Committee has been determined by the Board to be independent in accordance with the requirements of the NYSE, SEC, and our Corporate Governance Guidelines. The SEC and the NYSE also have established standards relating to audit committee membership and functions. With regard to such membership standards, the Board has determined that Jennifer S. Banner, Dallas S. Clement, Bruce L. Tanner, and Steven C. Voorhees meet the requirements of an “audit committee financial expert” as defined by the SEC.

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.”

CHANGES TO JOB RESPONSIBILITIES OR POSITION

If a director changes his or her principal employment activity, position, or responsibility, he or she must notify the Chairman of the Board and the Chair of the Nominating and Governance Committee of such change and offer his or her resignation from the Board. Prior to the resignation becoming effective, the Board, through the Nominating and Governance Committee, will review any such change and determine the appropriateness of the director’s continued membership on the Board.

SERVICE ON OTHER BOARDS

A director must advise the Chairman of the Board and the Chair of the Nominating and Governance Committee before accepting an invitation to serve on another public or private company board. If the invitation is to serve on another public company board, the Nominating and Governance Committee will review whether such board service may unduly impact the ability of the director to fulfill his or her responsibilities as a director of Truist and must approve such board service before the director accepts the additional position. A non-employee director of Truist may not serve on more than three other public company boards, and a non-employee director of Truist who is also the chief executive officer of another public company may not serve on more than one other public company board. In addition, Audit Committee members shall not simultaneously serve on the audit committees of more than a total of three public companies, unless the Board approves such additional service before the director accepts the additional audit committee position. Executive officers of Truist may serve on one public company board, in addition to the Truist Board, with the approval of the Chief Executive Officer or, in the case of the Chief Executive Officer, the Nominating and Governance Committee.

BOARD DEVELOPMENT

Our Board Development Program is designed to support the directors in their continuing education and the performance of their responsibilities as members of the Board and Board committees. The Board Development Program allows directors to supplement their existing skill sets and stay informed of emerging risks and trends in Truist’s business and the broader financial services industry in general. The Board, through formal annual polling and informal requests throughout the year, identifies areas of focus for development opportunities. Programs and courses are provided by both in-house experts and outside advisors on a wide range of topics to enhance the directors’ knowledge in areas important in carrying out their responsibilities as directors.

Corporate Governance

To facilitate awareness of outside learning opportunities, Truist makes available to directors a calendar of relevant programs. Management reports annually to the Nominating and Governance Committee with respect to completed development activity over the past year and plans for future development opportunities.

Newly elected directors undergo an extensive director orientation process. We view the director orientation process as a means to acquaint newly elected directors with our culture, businesses, operations, corporate governance, and risk-management framework and also to further their understanding of Truist’s competitive position within the broader financial-services industry. Additionally, directors newly appointed to any of the Board’s committees are offered an orientation to the committee and its duties and operations.

BOARD AND BOARD COMMITTEE SELF-ASSESSMENTS

Cadence and Process

On an annual basis, the Board and its committees evaluate their performance and other attributes of their effectiveness. The Nominating and Governance Committee is responsible for overseeing these self-assessments and recommends a process for approval by the Board. In 2024 the process included written surveys that were completed by the members of the Board and each committee and one-on-one interviews by the Chairman with each director.

Topics

The self-assessments are designed to support the Board and its committees in adapting their structures and practices as opportunities for enhancement are identified and as Truist’s size, scope of operations, risk profile, and other characteristics change over time. Topics covered in the Board’s self-assessments generally include:

Topics covered in the assessments of the Board’s committees generally include:

Reporting and Action Items

Results of the self-assessments are discussed by the directors in executive sessions and, as appropriate, are conveyed to senior management to improve oversight by the Board and its committees. For example, based in part on previous self-assessments, enhancements have been made to meeting agendas and materials, opportunities for director development, and processes for management succession planning.

SUCCESSION PLANNING AT TRUIST

Human capital management and talent development are a priority for the Board of Directors. Our Corporate Governance Guidelines provide that the Board of Directors is responsible for overseeing an executive officer succession plan, including procedures for Chief Executive Officer selection in the event of an emergency or the retirement of the Chief Executive Officer. On the recommendation of the Nominating and Governance Committee, the Board of Directors has adopted a resolution regarding emergency succession for the Chief Executive Officer. The Lead Director facilitates the Board’s regular review and evaluation of our executive officer succession plan. As part of the plan, our Chairman and Chief Executive Officer evaluates and recommends potential successors, along with a review of any development plans of such individuals.

Corporate Governance

Board Leadership Structure

CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

Our Board of Directors is led by the Chairman. Under our bylaws, the Chairman is elected by the Board and presides over each Board meeting and performs such other duties as may be incident to the office of Chairman. Our bylaws and Corporate Governance Guidelines each provide that the Chairman may also hold the position of Chief Executive Officer. Truist’s Chairman and Chief Executive Officer is not permitted to serve as a member of any standing Board committee, other than the Executive Committee, the Risk Committee, or the Technology Committee. Our Corporate Governance Guidelines provide that when the position of Chairman of the Board is not held by an independent director, the Board will appoint an independent Lead Director.

It is the Board’s current belief that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of Truist and its shareholders. The Board believes that combining the Chairman and Chief Executive Officer roles at this time provides the following advantages to us:

The Board is aware of the potential issues that may arise when an insider chairs the board of a public company but believes these are more than offset by existing safeguards, which include the designation of a strong independent Lead Director with a clearly defined role and authority set forth in our Corporate Governance Guidelines and discussed further below.

In addition, our Board regularly meets in executive session, chaired by the independent Lead Director, with the independent directors outside the presence of management. Further, only our independent directors are involved in meetings to discuss succession planning and Chief Executive Officer compensation.

The Board believes its approach to risk oversight, as more fully discussed below under “Risk Oversight,” enables the Board to choose the appropriate leadership structure while continuing to effectively oversee risk.

INDEPENDENT LEAD DIRECTOR

Effective March 12, 2022, Thomas E. Skains was appointed as the Board’s independent Lead Director, subject to the rotation policy for Lead Director service as set forth in our Corporate Governance Guidelines. Our Corporate Governance Guidelines require that our Lead Director (i) be appointed by a majority vote of the independent directors and (ii) serve in such capacity for an initial two-year term (subject to annual election as a director by the shareholders), and may serve for subsequent one-year term(s) at the discretion of the Board. Mr. Skains’ term as Lead Director was recently extended by the Board until March 12, 2026.

Our Board believes that the Lead Director serves an important corporate governance function by providing strong, independent leadership for the non-management directors and provides an appropriate balance to the Chairman and Chief Executive Officer. In addition to the formal list of duties performed by our Lead Director as set forth in our Corporate Governance Guidelines, he also meets with regulators, supports shareholder engagement, and attends meetings with senior management. A more complete description of the role of our Lead Director is included in our Corporate Governance Guidelines and in the discussion above under “Standing Board Committee Membership and Lead Director Responsibilities.”

Director Refreshment

As one of its primary responsibilities, the Nominating and Governance Committee routinely evaluates the size, composition, and structure of the Board. When refreshment may be beneficial, the Nominating and Governance Committee conducts a thoughtful evaluation and vetting process before recommending a candidate for Board membership. During the process, the Nominating and Governance Committee considers factors such as the candidate’s background, skills, and expertise, any additional characteristics that would best complement the current Board composition, the strategic priorities of the Company, and any potential conflicts of interest.

The Nominating and Governance Committee has been actively engaged in the refreshment process in recent years. In October 2023, Truist announced changes to the Board, including a reduction in the size of the Board from 21 to 13 directors effective January 1, 2024. The Nominating and Governance Committee’s refreshment efforts also resulted in Laurence Stein’s nomination and election to the Board at the 2024 Annual Meeting of Shareholders. Mr. Stein brings valuable experience to the Board in financial services and financial risk management as he retired in late 2023 after serving for many years in various senior executive roles with a large, complex financial

Corporate Governance

institution. With the addition of Mr. Stein and two additional director retirements in 2024, the Board now has 12 directors. Of these 12 directors, several have broad experience in regulatory strategy and compliance, including directors who have served as (i) a former regional director with the Consumer Financial Protection Bureau and as Chief Compliance and Privacy Officer for two major financial institutions, (ii) CEO of a regional bank, and (iii) CEO of a major natural gas utility. Each of these directors has experience in leading businesses or operations in a regulated environment and interacting with regulatory agencies. Several directors also have direct experience managing capital and liquidity. In addition to the directors with CEO experience mentioned above, the Board also includes directors who serve or have served as (i) CFO of a major aerospace, defense, information security, and technology corporation, (ii) CEO and CFO of a multinational manufacturer of paper and packaging products, and (iii) President and CFO of a large media, technology, and communications conglomerate. In these roles, the directors have overseen the capital structure of their companies and managed liquidity planning and analysis.

Nominating and Governance Committee Director Nominations

The Nominating and Governance Committee is responsible for identifying and recommending to the Board nominees for election or reelection as directors. We seek as director candidates individuals who possess good business acumen, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics in order to most effectively serve the long-term interests of Truist and its shareholders.

The Nominating and Governance Committee considers candidates submitted by directors and third-party search firms hired for identifying director candidates. The Nominating and Governance Committee also considers candidates recommended by shareholders.

Director candidates, including those recommended by shareholders, will be evaluated using the director membership criteria described below. The Board considers the Nominating and Governance Committee’s recommendations when appointing directors and selecting director nominees to be submitted to shareholders for election at the annual meeting of shareholders.

DIRECTOR MEMBERSHIP CRITERIA

A director candidate is nominated to stand for election based on his or her professional experience, strategic insights, recognized achievement in his or her respective field, an ability to contribute to our business, experience in risk management, and the willingness to make the commitment of time and effort required of a Truist director over an extended period of time. A director must be “financially literate” and should understand the intricacies of a public company. A director should possess good business acumen, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics. Other factors are also considered in the context of assessing the overall composition of the Board.

An important goal of the Board, pursued through the Nominating and Governance Committee, is to recruit and retain directors who possess a broad array of skills, backgrounds, and expertise, that, taken as a whole, create a strong and effective governing body. The Nominating and Governance Committee annually assesses these factors in the director selection and nomination process.

DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS

The Board of Directors will consider qualified director nominees recommended by shareholders. Those recommendations should be sent in writing to the Corporate Secretary, Truist Financial Corporation, 214 N. Tryon Street, 43rd Floor, Mail Code 500-93-43-13, Charlotte, North Carolina 28202. The Nominating and Governance Committee will evaluate director candidates recommended by shareholders using the director membership criteria described above.

Majority Voting and Director Resignation Policy

Our articles of incorporation require each director to be elected by the majority of the votes cast at a meeting of shareholders. Under North Carolina law, an incumbent director who fails to receive a majority of votes cast for his or her reelection remains in office until the director’s successor is elected and qualified, the size of the Board is reduced, or the director resigns or is otherwise removed. Our current Director Resignation Policy addresses this “holdover” issue by requiring any director who does not receive the requisite affirmative majority of the votes cast for his or her reelection to tender his or her resignation to the Board.

Under our Director Resignation Policy, as described in our Corporate Governance Guidelines, any incumbent director nominee who fails to receive more votes in favor of the director’s election than against the director’s election shall tender his or her resignation to the Board, which will be conditioned on the Board’s acceptance of the resignation. The Nominating and Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board whether to accept, reject, or otherwise act with respect to the tendered resignation. The Board will act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the shareholder vote and will publicly disclose its decision within this 90-day timeframe. A director whose resignation is under consideration will abstain from participating in any recommendation or decision regarding that resignation. If a director’s resignation is not accepted, the director will continue to serve until the next annual meeting of shareholders and until the director’s successor is elected and qualified, or until the director’s earlier resignation or removal.

Corporate Governance

Related Person Transactions

The Board, acting through the Nominating and Governance Committee, approves or ratifies related person transactions in accordance with the Related Person Transactions Policy.

The term “related person transaction,” under the Related Person Transactions Policy, generally means a transaction in which Truist was, is, or will be a participant, the amount involved exceeds $120,000, and in which a related person has, had, or will have a direct or indirect material interest. A “related person” under the Related Person Transactions Policy generally means any person who was in any of the following categories: (i) at any time during the relevant period for disclosure of related person transactions, (a) a director, director nominee, or executive officer of Truist, or (b) an immediate family member of any of the foregoing, and (ii) at any time when a transaction in which the person had a direct or indirect material interest occurred or existed, (a) a beneficial owner of more than five percent of any class of the Company’s voting securities, and (b) any immediate family member of any such beneficial owner. An immediate family member is, for any person, the person’s child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law—including, in each case, adoptive relationships—and any person (other than a tenant or employee) sharing the household of the person.

As provided in the Related Person Transactions Policy, any charitable contribution in excess of $5 million made by Truist to any charitable or non-profit organization of which a director or executive officer of Truist serves as a director, trustee, executive officer, advisory board member, or in any similar leadership capacity and that is not a related person transaction must be approved by the Nominating and Governance Committee. Further, charitable contributions between $500,000 and $5 million to such organizations that are not related person transactions must be reported at the next Nominating and Governance Committee meeting.

A number of our directors, executive officers, and their affiliates utilize certain products and services offered by Truist, including personal and corporate banking, securities brokerage, investment advisory, and wealth management services, in the ordinary course of our business. Since January 1, 2024, other than as described below, there have been no related person transactions that were required either to be approved or ratified under our Related Person Transactions Policy or reported under the SEC’s related person transaction rules.

Based on information contained in separate Schedule 13G/A or Form 13F-HR filings with the SEC, each of BlackRock, Inc., Capital International Investors, and Vanguard Group, Inc. reported that it (or its affiliates) beneficially owned or had investment discretion over more than 5% of the outstanding shares of our common stock as of December 31, 2024. During 2024, we, and our affiliates, engaged in transactions in the ordinary course of business with BlackRock, Capital International Investors, and Vanguard (or their respective affiliates), including sales of debt securities of the Company in public offerings of those securities, sales of fixed income and equity securities by our institutional broker-dealer subsidiary, and, in the case of BlackRock, the licensing of a technology solution that is embedded in Truist’s robo-advisor application, Truist Invest, to process and rebalance client investment portfolios. Such transactions were on substantially the same terms as those prevailing at the time for comparable transactions with unrelated third parties.

Shareholder Engagement Program

GENERAL

Truist’s shareholder engagement program is a robust, year-round process, incorporating analysis of results of our annual shareholder meeting, key topics of importance to our shareholders, and Board deliberations. We listen closely to our shareholders to understand their views on a variety of topics, including our executive compensation and corporate governance programs, as well as corporate responsibility and sustainability issues involving the Company. At Truist, our shareholder engagement program is designed to encompass a dialogue with our shareholders on several levels, including:

Truist’s Nominating and Governance Committee is responsible for overseeing our shareholder engagement program, which includes meetings with our largest shareholders led by senior management and, in certain cases, our independent Lead Director or Chair of the Nominating and Governance Committee.

The shareholder engagement program complements the work performed by our Investor Relations team in regularly communicating with our shareholders, including through investor conferences and meetings and quarterly earnings calls. Feedback from calls with our shareholders is provided to the Board, the Compensation and Human Capital Committee, or the Nominating and Governance Committee, as appropriate.

Corporate Governance

GOALS OF SHAREHOLDER ENGAGEMENT

The goals of our shareholder engagement program include:

SHAREHOLDER ENGAGEMENT PROCESS

SHAREHOLDER FEEDBACK

In the fall of 2024, we contacted our 35 largest institutional shareholders, representing approximately 49% of our outstanding shares. We invited each of these shareholders to a call with representatives from the Company, including our independent Lead Director or Chair of our Nominating and Governance Committee in instances in which the shareholder held more than 1% of our outstanding shares. The Truist team met with 12 shareholders during our fall 2024 engagement. Topics discussed at the meetings with these shareholders included (i) corporate governance, (ii) executive compensation, (iii) corporate responsibility and sustainability, (iv) cybersecurity, (v) political contributions and lobbying, and (vi) human capital management.

Following these calls, senior management reviewed shareholder feedback with the Nominating and Governance Committee and other Board committees as appropriate. Senior management, the Nominating and Governance Committee, and the Board will continue to take that feedback into consideration, along with feedback from shareholders received outside of our fall outreach effort and peer practices, when planning future company policies, practices, and disclosures in public filings. The Board and senior management endeavor to listen, consider, and respond to the results of our shareholder engagement process throughout the year in shaping the goals and objectives of Truist.

During our fall 2024 engagement, shareholders were supportive of the Company’s reports and disclosures in areas related to corporate responsibility and sustainability and provided helpful feedback and views on other topics, such as changes to our executive-compensation program and one-time performance-based leadership awards granted in 2024. Based on the shareholder feedback during our fall 2024 engagement, we enhanced disclosures in this proxy statement regarding:

Corporate Governance

Communications with the Board of Directors

Any shareholder or other interested party may contact the Board of Directors or any individual director by written communication mailed to:

Any proper communication so received will be processed by the Corporate Secretary on behalf of the Board or any individually named director. Unless, in the judgment of the Corporate Secretary, the matter is not intended or appropriate for the Board, the Corporate Secretary will prepare a summary of the communication for prompt delivery to the appropriate member(s) of the Board.

Corporate Responsibility and Sustainability

The Board of Directors and senior management are committed to a balanced approach to corporate responsibility and sustainability that delivers long-term value for shareholders, clients, communities, teammates, and other stakeholders. This is consistent with our purpose to inspire and build better lives and communities. Corporate responsibility and sustainability programs are expressed through activities like investments in communities and innovative technologies as well as responsible business practices and sound governance.

We collaborate with commercial clients of all sizes and across all industries as they set and achieve their sustainability goals. With a client-first mentality, we help clients achieve their own corporate responsibility and sustainability objectives.

Truist has maintained a focus on operational sustainability, including reducing our operational emissions. Across the enterprise, we seek opportunities to conserve or minimize consumption of energy and other resources. Truist is working enterprise-wide to improve sustainability in our governance, strategic planning, risk management, facilities, operations, and lines of business. Truist continues to make improvements in data gathering and analysis processes for enhanced transparency and disclosures regarding emissions and sustainability.

STAKEHOLDER ENGAGEMENT ON CORPORATE RESPONSIBILITY AND SUSTAINABILITY MATTERS

Truist regularly engages with clients, investors, suppliers, community leaders, teammates, and other stakeholders to gain better insights into their views, preferences, aspirations, and concerns about corporate responsibility and sustainability matters. Stakeholder engagement helps prioritize goals and actions that deliver long-term value for Truist. In addition to our regular engagement cadence, we also periodically seek stakeholder feedback to determine the responsibility and sustainability issues that they believe are material to Truist’s performance. For a detailed review of our shareholder engagement efforts, please see the “Shareholder Engagement Program” section of this proxy statement.

GOVERNANCE, RISK MANAGEMENT, AND OVERSIGHT

The Board oversees corporate responsibility and sustainability programs, risks, and disclosures.

The Nominating and Governance Committee is the primary committee responsible for oversight of corporate responsibility and sustainability matters, including reporting and, along with the Audit Committee, disclosure practices. As needed, other Board committees receive updates on corporate responsibility and sustainability matters that relate directly to their responsibilities. For example, the Compensation and Human Capital Committee receives updates on human capital management strategies and initiatives, and the Risk Committee reviews Truist’s climate-related risks and risk-management practices. The full Board also receives updates on key programs, accomplishments, and plans.

Management committees support the Board committees in their oversight of corporate responsibility and sustainability matters. The Corporate Responsibility and Sustainability Committee, which reports to the Nominating and Governance Committee, is composed of internal leaders who guide related public affairs and communications, disclosures and reporting, operational sustainability, and sustainable finance activities. The Disclosure Committee reports to the Audit Committee and reviews our principal corporate responsibility and sustainability disclosures prior to publication.

Corporate Governance

CURRENT PRACTICES AND ACCOMPLISHMENTS

In expressing our purpose, we make investments that strengthen the communities where we live and work and conduct business in an ethical and responsible way.

Corporate Responsibility and Sustainability Reporting Practices

As a responsible corporate citizen, we disclose our performance and progress on corporate responsibility and sustainability metrics consistent with generally accepted voluntary reporting frameworks. Progress and metrics are reported yearly in Truist’s Corporate Responsibility and Sustainability Report, the Disclosure Summary, the TCFD Report (which will include the previously separate Climate Lobbying Summary), and the Political Contributions Report. We plan to publish 2024 versions of these reports in the spring of 2025. These reports will be made available on the Investor Relations page of our website ( https://ir.truist.com/corporate-responsibility-and-sustainability-at-truist ).

A Balanced Approach to Corporate Responsibility and Sustainability

Truist takes a balanced approach to corporate responsibility and sustainability matters. We understand that one size does not fit all and are committed to meeting clients where they are to help achieve their sustainability goals. Truist provides products and services to help clients of all sizes across all industries. We seek to consistently evaluate business opportunities and consider and manage risk consistent with our Enterprise Risk Management Framework (“ERM Framework”) and overall risk appetite.

Community Impact, Financial Inclusion, and Financial Education Practices

Truist supports financial education, affordable homeownership, emergency savings, investing for retirement, creating career opportunities, expanding access to capital, and other initiatives that help people become more financially secure and knowledgeable about managing their money. Some of these initiatives include (i) Community Reinvestment Act (“CRA”) investments and philanthropic giving to organizations that address affordable housing and workforce development; (ii) Community Development Lending for affordable housing and lending to nonprofits that support low- to moderate-income (“LMI”) populations; (iii) financial and technical support for small businesses; and (iv) mortgage lending for LMI borrowers. Truist received an “outstanding” rating from the FDIC for the most recent CRA exam cycle covering 2020-2022.

Truist’s community support occurs through numerous channels, including (i) the Truist Foundation, a 501(c)(3) nonprofit organization funded by Truist; (ii) the Truist Charitable Fund, a donor-advised fund financially supported by Truist; (iii) corporate philanthropy; (iv) our commitments through the CRA; (v) teammate-led volunteerism; (vi) teammate giving to the One Team Fund to provide short-term financial assistance to help teammates recover during unexpected events, family emergencies, or natural disasters; (vii) our annual Workplace Giving Campaign that facilitates teammate donations to various nonprofit organizations; (viii) Truist matching gifts to nonprofits that teammates choose to support; and (ix) in-kind leadership development events hosted by the Truist Leadership Institute for nonprofits and schools free of charge. Truist partners with both large national organizations that can address issues at scale across our footprint as well as local and smaller organizations that address issues that are unique to a particular region. Grants are often paired with additional philanthropic support from other local nonprofits, community foundations, public-private partnerships, and other sources of funding to amplify the impact of giving.

MORE INFORMATION

For more information, please see the Investor Relations page of our website ( https://ir.truist.com/corporate-responsibility-and- sustainability-at-truist ) where you can review our Corporate Responsibility and Sustainability Reports and related disclosures.

Ethics at Truist

CODE OF ETHICS

Ethics matter at Truist. We believe the ultimate success of Truist is directly related to the extent that each one of our teammates lives and works every day by adhering to our Purpose, Mission, and Values. We are keenly focused on doing what is right in interactions with our clients, teammates, and other stakeholders. The Board has adopted an enterprise Code of Ethics (the “Code”) that applies to our teammates and directors. All Truist teammates and directors are required to read, understand, and comply with the Code. The Code governs our corporate conduct and covers topics including cultivating a respectful workplace, managing client relationships, and guidance for outside activities and employment. Any waiver of the Code involving an executive officer or member of the Board will be promptly disclosed on our website in accordance with applicable legal, regulatory, and New York Stock Exchange requirements. A copy of our Code is available in the “Governance and Responsibility” section of our investor relations website ( https://ir.truist.com ).

Truist also maintains a distinct Supplier Code of Conduct which provides general guidance about the standards of integrity and business conduct that we expect of our suppliers.

Corporate Governance

ETHICS HOTLINE AND REPORTING CONCERNS

We value and respect the opinions and insights of teammates at all levels throughout the organization. Accordingly, Truist has several channels available for teammates and others to report ethical concerns, including concerns regarding accounting, internal controls, and auditing matters. Truist encourages teammates to raise concerns with their managers, as well as through the internal Reporting Teammate Concerns intranet reporting system and Truist’s Anonymous Action Hotline. The Anonymous Action Hotline is managed by an independent third party and is available 24 hours a day, seven days a week. Our Enterprise Ethics Office independently reviews and monitors teammate concern activity for trends and provides reports to the Board of Directors. Acts of retaliation against teammates for reporting concerns violate the Code and are not tolerated.

Accounting and Legal Violations Policy

Our Chief Legal Officer, with oversight from the Audit Committee, receives and assesses complaints or concerns regarding:

We offer multiple avenues for submitting complaints or concerns, including an anonymous reporting hotline available through a third party provider. Complaints or concerns regarding these matters are referred to our Chief Legal Officer, who is responsible for assessing and, if reasonably possible and appropriate in the judgment of the Chief Legal Officer, overseeing the investigation of reported matters. The Audit Committee periodically reviews and recommends changes to this policy and receives reports on both non-substantiated and substantiated matters.

Risk Oversight

Truist seeks to maintain a comprehensive ERM Framework supported by people, processes, and systems to identify, measure, monitor, manage, and report on significant risks arising from exposures and business activities. Truist’s ERM Framework is designed to promote the execution of strategic goals and objectives in alignment with Truist’s risk appetite to realize its Purpose, Mission, and Values.

We place significant emphasis on risk management and maintain a separate Board-level Risk Committee, which plays a key risk oversight role within our ERM Framework. Among its responsibilities, the Risk Committee monitors our policies, programs, and plans established by management to identify, measure, monitor, assess, manage, and report on risks arising from Truist’s exposures and business activities. The Risk Management Organization (“RMO”) is led by the Chief Risk Officer and is responsible for overseeing (i) the establishment and monitoring of enterprise-wide risk limits, (ii) the implementation and ongoing compliance with risk management policies, procedures, processes, and systems, and (iii) the management of risks, controls, monitoring, and testing. The Chief Risk Officer chairs the Enterprise Risk Committee, which provides oversight based on an integrated view of risks across our organization, including strategic, compliance, credit, liquidity, market, operational, technology, and reputational risks, and is responsible for escalating and resolving risk management concerns and reporting emerging risks to the Risk Committee.

The ERM Framework is supported by three lines of defense to manage risk as follows.

Corporate Governance

Strategic Direction and Planning

One of the Board’s most important responsibilities is to provide oversight, guidance, and direction with respect to Truist’s Corporate Strategic Plan (“Strategic Plan”). The Strategic Plan is designed to translate the Company’s Purpose, Mission, and Values into actionable priorities which provide direction for Truist. The Company’s strategic planning process: (i) includes an independent risk evaluation to confirm that strategic activities are consistent with the Board-approved risk appetite (including corresponding limits and warning thresholds); (ii) reflects alignment with Truist’s capital planning; and (iii) takes into consideration enterprise objectives, corresponding business unit objectives, and operating plans. Board input on these factors informs management’s updates to the Strategic Plan, which are generally presented to the Board for adoption on an annual basis. The resulting Strategic Plan guides Truist’s activities for the applicable years, and implementation of the Strategic Plan is monitored by the Enterprise Strategy and Execution Committee and the Board.

The Board also approves the annual Profit Plan, which is a detailed one-year financial plan that outlines our goals for generating revenue, managing expenses, and maintaining a strong framework for managing capital, liquidity, interest rate, and credit risk.

After the sale of the Company’s remaining interest in Truist Insurance Holdings, LLC (“TIH”), which was completed during the second quarter of 2024, the Board revised the Company’s Strategic Plan and the Profit Plan to reflect the TIH sale and subsequent strategic balance sheet repositioning, including removing TIH earnings, incorporating discontinued operations accounting related to the TIH sale, and adding net interest income from the reinvestment of proceeds from the TIH sale and balance sheet repositioning. These adjustments were necessary to provide a more accurate representation of the Company’s expected financial performance for the 2024 fiscal year. For purposes of this proxy statement, we refer to the initially-approved Profit Plan for 2024 as the “Original Plan” and the revised Profit Plan as the “Final Plan.”

Information Security/Cybersecurity

Like other financial services firms, Truist faces an increasingly complex and evolving cybersecurity threat environment. We maintain a risk-based cybersecurity framework that is part of our ERM Framework. It is implemented through people, processes, and technology, whereby we assess, identify, and manage material risks from cybersecurity threats and seek to adapt our risk mitigation activities accordingly. Our Board has primary responsibility for the oversight of our enterprise risk management and exercises its oversight function in respect of cybersecurity risk through the Risk Committee. The Risk Committee is responsible for overseeing Truist’s risk management function, including approving and reviewing Truist’s risk management framework and policies, and overseeing management’s implementation of such framework and policies.

Our information security program, which specifies how we execute our cybersecurity framework, is operated and maintained by management, including the Chief Information Officer, the Chief Information Security Officer, and the Chief Risk Officer. These senior officers are responsible for assessing and managing Truist’s cybersecurity risks. Our information security program also includes processes for escalating and considering the materiality of incidents that impact Truist, including escalation to executive management and the Board, which are periodically tested through tabletop exercises to assess Truist’s preparedness. Our cybersecurity framework strategy, which is overseen by the Chief Information Security Officer, is informed by various risk and control assessments, control testing, external assessments, threat intelligence, and public and private information sharing. For more information on our management of cybersecurity risks, please see the “Cybersecurity” section of our Annual Report on Form 10-K for the year ended December 31, 2024.

Statement of Political Engagement

Our executive officers have direct responsibility for our political activities, while our Nominating and Governance Committee oversees the Company’s policies and practices relating to political contributions and lobbying. A copy of Truist’s Statement of Political Engagement may be obtained from our investor relations website ( https://ir.truist.com ). Truist participates in policy debates on issues to support our interests. Truist does not use corporate funds to contribute to federal, state, or local political candidates, political parties, or political committees organized for the advancement of a political candidate, including super political action committees, or otherwise employ its resources, including in-kind resources, for the benefit of any of the foregoing. In some cases, Truist may contribute corporate funds to 501(c) tax-exempt organizations that engage in advocacy and education to promote a robust financial services industry and a vibrant, growing economy. Truist may also occasionally make corporate contributions to ballot measure committees where permitted by law. Truist discloses any ballot measure contributions in its annual political contributions reporting. As part of Truist’s involvement in the public policy process, Truist regularly expresses its views on policy matters to elected officials and their staff, as well as the principals and staff of various regulatory organizations. Truist generally does not engage in grassroots lobbying, which consists of directly communicating with the public advocating action with respect to specific legislation. If Truist does engage in grassroots lobbying, Truist will disclose such activity where and as required by law.

Truist sponsors nonprofit, unincorporated political action committees (“PACs”), which allow directors and teammates to voluntarily pool their financial resources to support federal and state candidates who drive policies to help financial institutions continue to innovate,

Corporate Governance

serve our communities, and advance the success and prosperity of our clients. Political contributions from the Truist PACs are designated for core banking, business, and economic advocacy without regard to party affiliation. All PAC expenditures are a matter of public record and are available for review on the websites of the Federal Election Commission and various state election offices. The political spending of Truist’s PACs is also disclosed on the corporate governance page of Truist’s investor relations website ( https://ir.truist.com/corporate-governance ). The Truist PACs are governed by a board of directors, which is composed of Truist teammates, that is charged with oversight of PAC activities as well as the development of policies governing contributions, solicitations, and communications.

Proposal 2—Ratification of the Appointment of our Independent

Registered Public Accounting Firm

RESPONSIBILITIES

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm. To execute on this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance, and independence. The Audit Committee has carefully considered the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm to audit and report on the consolidated financial statements of Truist and the effectiveness of our internal control over financial reporting.

SHAREHOLDER RATIFICATION

Our shareholders are being asked to ratify the appointment of PwC for 2025 because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and are expected to be available to respond to questions posed by shareholders. Whether or not shareholders ratify the appointment of PwC as our independent registered public accounting firm for 2025, the Audit Committee may continue to retain the firm or may reconsider its appointment.

Fees to Independent Registered Public Accounting Firm

The following table shows the aggregate fees incurred by the Company for professional services by PwC for fiscal years 2024 and 2023:

Audit Fees. This category includes fees billed or expected to be billed for professional services for the integrated audits of our consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting. This category also includes reviews of our quarterly reports on Form 10-Q, statutory audits, or other financial statement audits of subsidiaries, and comfort letters and consents related to SEC registration statements. In addition, fees for 2023 reflect amounts related to the audit of newly prepared historical financial statements for TIH.

Audit-Related Fees. This category includes fees billed or expected to be billed for assurance and other services that are reasonably related to the performance of the audits of our consolidated financial statements and effectiveness of internal control over financial reporting that are not reported under the audit fees category above. These services consist of service organization control reports, other audit and attest services, services provided in connection with certain agreed upon procedures and other attestation reports, financial accounting, reporting and compliance matters, and risk and internal control reviews.

Tax Fees . This category includes fees billed or expected to be billed for tax-related services, including tax compliance, tax planning, and tax advice.

All Other Fees. This category includes fees billed or expected to be billed for non-audit services and subscription-based services, including software licenses, benchmarking services, training, and other advisory services.

The Audit Committee considered the non-audit services performed by, and fees paid to, PwC in 2024 and determined that such services and fees are compatible with the independence of PwC.