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10-Q

Truist Financial Corp (TFC)

10-Q 2024-05-09 For: 2024-03-31
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Added on April 05, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________

FORM 10-Q

_________________________________________________________________

☒ Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended: March 31, 2024

Commission File Number: 1-10853

TRUIST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________________________________

North Carolina 56-0939887
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
214 North Tryon Street
Charlotte, North Carolina 28202
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (336) 733-2000

_________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $5 par value TFC New York Stock Exchange
Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock TFC.PI New York Stock Exchange
5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock TFC.PJ New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock TFC.PO New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock TFC.PR New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At March 31, 2024, 1,338,096,145 shares of the registrant’s common stock, $5 par value, were outstanding.

TABLE OF CONTENTS
TRUIST FINANCIAL CORPORATION
FORM 10-Q
March 31, 2024
Page No.
PART I - Financial Information
Glossary of Defined Terms 1
Forward-Looking Statements 3
Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited) 4
Consolidated Statements of Income (Unaudited) 5
Consolidated Statements of Comprehensive Income (Unaudited) 6
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) 7
Consolidated Statements of Cash Flows (Unaudited) 8
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Basis of Presentation 9
Note 2. Discontinued Operations 11
Note 3. Securities Financing Activities 12
Note 4. Investment Securities 13
Note 5. Loans and ACL 15
Note 6. Goodwill and Other Intangible Assets 24
Note 7. Loan Servicing 25
Note 8. Other Assets and Liabilities 26
Note 9. Borrowings 27
Note 10. Shareholders’ Equity 28
Note 11. AOCI 28
Note 12. Income Taxes 29
Note 13. Benefit Plans 29
Note 14. Commitments and Contingencies 29
Note 15. Fair Value Disclosures 33
Note 16. Derivative Financial Instruments 37
Note 17. Computation of EPS 42
Note 18. Operating Segments 42
Note 19. Subsequent Events 45
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Regulatory and Supervisory Considerations 46
Executive Overview 46
Analysis of Results of Operations 48
Analysis of Financial Condition 52
Risk Management 62
Liquidity 66
Capital 68
Critical Accounting Policies 69
Item 3. Quantitative and Qualitative Disclosures About Market Risk (see Market Risk in MD&A) 62
Item 4. Controls and Procedures 70
PART II - Other Information
Item 1. Legal Proceedings 72
Item 1A. Risk Factors 72
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities 72
Item 3. Defaults Upon Senior Securities - (none)
Item 4. Mine Safety Disclosures - (not applicable)
Item 5. Other Information 72
Item 6. Exhibits 73

Glossary of Defined Terms

The following terms may be used throughout this report, including the consolidated financial statements and related notes.

Term Definition
ACL Allowance for credit losses
AD and CL Acquisition and development and commercial land
AFS Available-for-sale
Agency MBS Mortgage-backed securities issued by a U.S. government agency or GSE
ALCO Asset and Liability Committee
ALLL Allowance for loan and lease losses
AOCI Accumulated other comprehensive income (loss)
BCBS Basel Committee on Banking Supervision
BHC Bank holding company
BHCA Bank Holding Company Act of 1956, as amended
Board Truist’s Board of Directors
BRC Board Risk Committee
C&CB Corporate and Commercial Banking, an operating segment prior to the Company’s realignment as of January 1, 2024
CB&W Consumer Banking and Wealth, an operating segment prior to the Company’s realignment as of January 1, 2024
CCAR Comprehensive Capital Analysis and Review
CD Certificate of deposit
CDI Core deposit intangible
CECL Current expected credit loss model
CEO Chief Executive Officer
CET1 Common equity tier 1
CFO Chief Financial Officer
CFTC Commodity Futures Trading Commission
CIO Chief Information Officer
Company Truist Financial Corporation and its subsidiaries (interchangeable with “Truist” below)
CP Construction and permanent
CRE Commercial real estate
CSBB Consumer and Small Business Banking, an operating segment after the Company’s realignment as of January 1, 2024
DIF Deposit Insurance Fund administered by the FDIC
EPS Earnings per common share
Exchange Act Securities Exchange Act of 1934, as amended
EVE Economic value of equity
FASB Financial Accounting Standards Board
FDIC Federal Deposit Insurance Corporation
FHLB Federal Home Loan Bank
FHLMC Federal Home Loan Mortgage Corporation
FNMA Federal National Mortgage Association
FRB Board of Governors of the Federal Reserve System
FTE Full-time equivalent employee
GAAP Accounting principles generally accepted in the United States of America
GCO Governance and Controls Organization
GDP Gross Domestic Product
GSE U.S. government-sponsored enterprise
HFI Held for investment
HQLA High-quality liquid assets
HTM Held-to-maturity
IH Insurance Holdings, a discontinued operating segment following the announcement of the sale of TIH
IPV Independent price verification
IRR Interest rate risk
LCR Liquidity Coverage Ratio
LHFS Loans held for sale
LOCOM Lower of cost or market
Market Risk Rule Market risk capital requirements issued jointly by the OCC, U.S. Treasury, FRB, and FDIC
MBS Mortgage-backed securities
MD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations
MRO Model Risk Oversight
MSR Mortgage servicing right
NA Not applicable
NII Net interest income
NIM Net interest margin, computed on a TE basis
NM Not meaningful
NPA Nonperforming asset
NPL Nonperforming loan
NSFR Net stable funding ratio
NYSE New York Stock Exchange
OAS Option adjusted spread
OCC Office of the Comptroller of the Currency
OCI Other comprehensive income (loss)

Truist Financial Corporation 1

Term Definition
OPEB Other post-employment benefit
OREO Other real estate owned
OT&C Other, Treasury and Corporate
Parent Company Truist Financial Corporation, the parent company of Truist Bank and other subsidiaries
PCD Purchased credit deteriorated loans
ROU assets Right-of-use assets
RSU Restricted stock unit
RUFC Reserve for unfunded lending commitments
S&P Standard & Poor’s
SBIC Small Business Investment Company
SCB Stress Capital Buffer
SEC Securities and Exchange Commission
TBVPS Tangible book value per common share
TE Taxable-equivalent
TIH Truist Insurance Holdings, LLC, an entity classified as held for sale
TRS Total Return Swap
Truist Truist Financial Corporation and its subsidiaries (interchangeable with the “Company” above)
Truist Bank Truist Bank, a North Carolina-charted member bank
U.S. United States of America
U.S. DOJ United States Department of Justice
U.S. Treasury United States Department of the Treasury
UPB Unpaid principal balance
VaR Value-at-risk
VIE Variable interest entity
WB Wholesale Banking, an operating segment after the Company’s realignment as of January 1, 2024

2 Truist Financial Corporation

Forward-Looking Statements

From time to time we have made, and in the future will make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “pursue,” “seek,” “continue,” “estimate,” “project,” “outlook,” “forecast,” “potential,” “target,” “objective,” “trend,” “plan,” “goal,” “initiative,” “priorities,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results.

This report, including any information incorporated by reference in this report, contains forward-looking statements. We also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, we may make forward-looking statements orally or in writing to investors, analysts, members of the media, and others. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, and results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, and uncertainties could be complete, some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements include:

•evolving political, business, economic, and market conditions at local, regional, national, and international levels;

•monetary, fiscal, and trade laws or policies, including as a result of actions by governmental agencies, central banks, or supranational authorities;

•the legal, regulatory, and supervisory environment, including changes in financial-services legislation, regulation, policies, or government officials or other personnel;

•our ability to address heightened scrutiny and expectations from supervisory or other governmental authorities and to timely and credibly remediate related concerns or deficiencies;

•judicial, regulatory, and administrative inquiries, examinations, investigations, proceedings, disputes, or rulings that create uncertainty for or are adverse to us or the financial-services industry;

•the outcomes of judicial, regulatory, and administrative inquiries, examinations, investigations, proceedings, or disputes to which we are or may be subject and our ability to absorb and address any damages or other remedies that are sought or awarded and any collateral consequences;

•evolving accounting standards and policies;

•the adequacy of our corporate governance, risk-management framework, compliance programs, and internal controls over financial reporting, including our ability to control lapses or deficiencies in financial reporting, to make appropriate estimates, or to effectively mitigate or manage operational risk;

•any instability or breakdown in the financial system, including as a result of the actual or perceived soundness of another financial institution or another participant in the financial system;

•disruptions and shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including financial or systemic shocks and volatility or changes in market liquidity, interest or currency rates, or valuations;

•our ability to cost-effectively fund our businesses and operations, including by accessing long- and short-term funding and liquidity and by retaining and growing client deposits;

•changes in any of our credit ratings;

•our ability to manage any unexpected outflows of uninsured deposits and avoid selling investment securities or other assets at an unfavorable time or at a loss;

•negative market perceptions of our investment portfolio or its value;

•adverse publicity or other reputational harm to us, our service providers, or our senior officers;

•business and consumer sentiment, preferences, or behavior, including spending, borrowing, or saving by businesses or households;

•our ability to execute on strategic and operational plans, including simplifying our businesses, achieving cost-savings targets and lowering expense growth, accelerating franchise momentum, and improving our capital position;

•changes in our corporate and business strategies, the composition of our assets, or the way in which we fund those assets;

•our ability to successfully make and integrate acquisitions and to effect divestitures, including the ability to successfully deploy the proceeds from the sale of TIH and perform our obligations under the transition services arrangements supporting TIH in a cost-effective and efficient manner;

•our ability to develop, maintain, and market our products or services or to absorb unanticipated costs or liabilities associated with those products or services;

•our ability to innovate, to anticipate the needs of current or future clients, to successfully compete, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;

•our ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or infrastructure, including those that safeguard personal and other sensitive information;

•our ability to appropriately underwrite loans that we originate or purchase and to otherwise manage credit risk, including in connection with commercial and consumer mortgage loans;

•our ability to satisfactorily and profitably perform loan servicing and similar obligations;

•the credit, liquidity, or other financial condition of our clients, counterparties, service providers, or competitors;

•our ability to effectively deal with economic, business, or market slowdowns or disruptions;

•the efficacy of our methods or models in assessing business strategies or opportunities or in valuing, measuring, estimating, monitoring, or managing positions or risk;

•our ability to keep pace with changes in technology that affect us or our clients, counterparties, service providers, or competitors or to maintain rights or interests in associated intellectual property;

•our ability to attract, hire, and retain key teammates and to engage in adequate succession planning;

•the performance and availability of third-party service providers on whom we rely in delivering products and services to our clients and otherwise in conducting our business and operations;

•our ability to detect, prevent, mitigate, and otherwise manage the risk of fraud or misconduct by internal or external parties; our ability to manage and mitigate physical-security and cybersecurity risks, including denial-of-service attacks, hacking, phishing, social-engineering attacks, malware intrusion, data-corruption attempts, system breaches, identity theft, ransomware attacks, environmental conditions, and intentional acts of destruction;

•natural or other disasters, calamities, and conflicts, including terrorist events, cyber-warfare, and pandemics;

•widespread outages of operational, communication, and other systems;

•our ability to maintain appropriate ESG practices, oversight, and disclosures;

•policies and other actions of governments to manage and mitigate climate and related environmental risks, and the effects of climate change or the transition to a lower-carbon economy on our business, operations, and reputation; and

•other assumptions, risks, or uncertainties described in the Risk Factors (Item 1A), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7), or the Notes to the Consolidated Financial Statements (Item 8) in our Annual Report on Form 10-K or described in any of the Company’s subsequent quarterly or current reports.

Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

Truist Financial Corporation 3

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES

Unaudited<br>(Dollars in millions, except per share data, shares in thousands) Mar 31, 2024 Dec 31, 2023
Assets
Cash and due from banks $ 5,040 $ 5,000
Interest-bearing deposits with banks 29,510 25,230
Securities borrowed or purchased under agreements to resell 2,091 2,378
Trading assets at fair value 5,268 4,332
AFS securities at fair value 66,050 67,366
HTM securities (fair value of $43,041 and $44,630, respectively) 53,369 54,107
LHFS (including $1,201 and $852 at fair value, respectively) 1,253 1,280
Loans and leases (including $14 and $15 at fair value, respectively) 307,224 312,061
ALLL (4,803) (4,798)
Loans and leases, net of ALLL 302,421 307,263
Premises and equipment 3,274 3,298
Goodwill 17,157 17,156
CDI and other intangible assets 1,816 1,909
Loan servicing rights at fair value 3,417 3,378
Other assets (including $1,359 and $1,311 at fair value, respectively) 36,521 34,997
Assets of discontinued operations 7,772 7,655
Total assets $ 534,959 $ 535,349
Liabilities
Noninterest-bearing deposits $ 110,901 $ 111,624
Interest-bearing deposits (including $23 and $0 at fair value, respectively) 283,364 284,241
Short-term borrowings (including $2,034 and $1,625 at fair value, respectively) 26,329 24,828
Long-term debt 39,071 38,918
Other liabilities (including $2,990 and $2,597 at fair value, respectively) 13,119 12,946
Liabilities of discontinued operations 3,122 3,539
Total liabilities 475,906 476,096
Shareholders’ Equity
Preferred stock 6,673 6,673
Common stock, $5 par value 6,690 6,669
Additional paid-in capital 36,197 36,177
Retained earnings 22,483 22,088
AOCI, net of deferred income taxes (13,222) (12,506)
Noncontrolling interests 232 152
Total shareholders’ equity 59,053 59,253
Total liabilities and shareholders’ equity $ 534,959 $ 535,349
Common shares outstanding 1,338,096 1,333,743
Common shares authorized 2,000,000 2,000,000
Preferred shares outstanding 223 223
Preferred shares authorized 5,000 5,000

The accompanying notes are an integral part of these consolidated financial statements.

4 Truist Financial Corporation

CONSOLIDATED STATEMENTS OF INCOME

TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES

Unaudited<br>(Dollars in millions, except per share data, shares in thousands) Three Months Ended March 31,
2024 2023
Interest Income
Interest and fees on loans and leases $ 4,865 $ 4,656
Interest on securities 805 752
Interest on other earning assets 514 376
Total interest income 6,184 5,784
Interest Expense
Interest on deposits 1,964 1,125
Interest on long-term debt 482 514
Interest on other borrowings 366 278
Total interest expense 2,812 1,917
Net Interest Income 3,372 3,867
Provision for credit losses 500 502
Net Interest Income After Provision for Credit Losses 2,872 3,365
Noninterest Income
Wealth management income 356 339
Investment banking and trading income 323 261
Card and payment related fees 224 230
Service charges on deposits 225 250
Mortgage banking income 97 142
Lending related fees 96 106
Operating lease income 59 67
Other income 66 26
Total noninterest income 1,446 1,421
Noninterest Expense
Personnel expense 1,630 1,668
Professional fees and outside processing 278 287
Software expense 224 200
Net occupancy expense 160 169
Amortization of intangibles 88 100
Equipment expense 88 102
Marketing and customer development 56 68
Operating lease depreciation 40 46
Regulatory costs 152 75
Restructuring charges 51 56
Other expense 186 244
Total noninterest expense 2,953 3,015
Earnings
Income before income taxes 1,365 1,771
Provision for income taxes 232 361
Net income from continuing operations 1,133 1,410
Net income from discontinued operations 67 105
Net income 1,200 1,515
Noncontrolling interests from discontinued operations 3 2
Preferred stock dividends and other 106 103
Net income available to common shareholders $ 1,091 $ 1,410
Basic earnings from continuing operations $ 0.77 $ 0.98
Basic EPS 0.82 1.06
Diluted earnings from continuing operations 0.76 0.98
Diluted EPS 0.81 1.05
Basic weighted average shares outstanding 1,335,091 1,328,602
Diluted weighted average shares outstanding 1,346,904 1,339,480

The accompanying notes are an integral part of these consolidated financial statements.

Truist Financial Corporation 5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES

Unaudited<br>(Dollars in millions) Three Months Ended March 31,
2024 2023
Net income $ 1,200 $ 1,515
OCI, net of tax:
Net change in net pension and postretirement costs 1 (14)
Net change in cash flow hedges (190) 125
Net change in AFS securities (576) 853
Net change in HTM securities 51 55
Other, net (2) 1
Total OCI, net of tax (716) 1,020
Total OCI $ 484 $ 2,535
Income Tax Effect of Items Included in OCI:
Net change in net pension and postretirement costs $ — $ (3)
Net change in cash flow hedges (58) 38
Net change in AFS securities (177) 262
Net change in HTM securities 15 15
Total income taxes related to OCI $ (220) $ 312

The accompanying notes are an integral part of these consolidated financial statements.

6 Truist Financial Corporation

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES

Unaudited<br>(Dollars in millions, shares in thousands) Shares of Common Stock Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings AOCI Noncontrolling Interests Total Shareholders’ Equity
Balance, January 1, 2023 1,326,829 $ 6,673 $ 6,634 $ 34,544 $ 26,264 $ (13,601) $ 23 $ 60,537
Net income — — — — 1,513 — 2 1,515
OCI — — — — — 1,020 — 1,020
Issued in connection with equity awards, net 5,089 — 26 (45) (1) — — (20)
Cash dividends declared on common stock — — — — (691) — — (691)
Cash dividends declared on preferred stock — — — — (103) — — (103)
Equity-based compensation expense — — — 83 — — — 83
Other, net — — — — 56 — (3) 53
Balance, March 31, 2023 1,331,918 $ 6,673 $ 6,660 $ 34,582 $ 27,038 $ (12,581) $ 22 $ 62,394
Balance, January 1, 2024 1,333,743 $ 6,673 $ 6,669 $ 36,177 $ 22,088 $ (12,506) $ 152 $ 59,253
Net income — — — — 1,197 — 3 1,200
OCI — — — — — (716) — (716)
Issued in connection with equity awards, net 4,353 — 21 (43) (2) — (24)
Cash dividends declared on common stock — — — — (694) — — (694)
Cash dividends declared on preferred stock — — — — (106) — — (106)
Equity-based compensation expense — — — 63 — — — 63
Other, net — — — — — — 77 77
Balance, March 31, 2024 1,338,096 $ 6,673 $ 6,690 $ 36,197 $ 22,483 $ (13,222) $ 232 $ 59,053

The accompanying notes are an integral part of these consolidated financial statements.

Truist Financial Corporation 7

CONSOLIDATED STATEMENTS OF CASH FLOWS(1)

TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES

Unaudited<br>(Dollars in millions) Three Months Ended March 31,
2024 2023
Cash Flows From Operating Activities:
Net income $ 1,200 $ 1,515
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses 500 502
Depreciation 164 180
Amortization of intangibles 109 136
Net change in operating assets and liabilities:
LHFS (349) (846)
Pension asset (57) (1,346)
Derivative assets and liabilities 255 (12)
Trading assets (936) 304
Other assets and other liabilities (1,985) (463)
Other, net 109 148
Net cash from operating activities (990) 118
Cash Flows From Investing Activities:
Proceeds from sales of AFS securities 6 4
Proceeds from maturities, calls and paydowns of AFS securities 3,923 1,279
Purchases of AFS securities (3,807) (140)
Proceeds from maturities, calls and paydowns of HTM securities 808 858
Originations and purchases of loans and leases, net of sales and principal collected 4,692 (1,835)
Net cash received (paid) for FHLB stock (1) (1,147)
Net cash received (paid) for securities borrowed or purchased under agreements to resell 287 (456)
Other, net (5) (613)
Net cash from investing activities 5,903 (2,050)
Cash Flows From Financing Activities:
Net change in deposits (1,599) (8,498)
Net change in short-term borrowings 1,493 224
Proceeds from issuance of long-term debt 8,130 35,029
Repayment of long-term debt (7,750) (8,444)
Cash dividends paid on common stock (694) (691)
Cash dividends paid on preferred stock (106) (103)
Net cash received (paid) for hedge unwinds — (378)
Other, net (46) (32)
Net cash from financing activities (572) 17,107
Net Change in Cash and Cash Equivalents 4,341 15,175
Cash and Cash Equivalents of Continuing and Discontinued Operations, January 1 30,644 21,421
Cash and Cash Equivalents of Continuing and Discontinued Operations, March 31 $ 34,985 $ 36,596
Supplemental Disclosure of Cash Flow Information:
Net cash paid (received) during the period for:
Interest expense $ 2,826 $ 1,667
Income taxes 30 23

(1)Cash flows of discontinued operations are reflected within operating, investing, and financing activities in the Consolidated Statements of Cash Flows. The cash balance of these operations is reported as assets of discontinued operations on the Consolidated Balance Sheets. Refer to “Note 2. Discontinued Operations” for additional information related to discontinued operations.

The accompanying notes are an integral part of these consolidated financial statements.

8 Truist Financial Corporation

NOTE 1. Basis of Presentation

General

See the Glossary of Defined Terms at the beginning of this Report for terms used herein. These consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q, and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations, and cash flow activity required in accordance with GAAP. In the opinion of management, all normal recurring adjustments necessary for a fair statement of the consolidated financial position and consolidated results of operations have been made. The year-end consolidated balance sheet data was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The information contained in the financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2023 should be referred to in connection with these unaudited interim consolidated financial statements. The Company updated its accounting policies in connection with recently adopted accounting standards, as applicable, which are described in this footnote. There were no other significant changes to the Company’s accounting policies from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023 that could have a material effect on the Company’s financial statements.

Discontinued Operations

The Company classifies assets and liabilities as held for sale when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable to occur within one year, and the disposal group is available for immediate sale in its present condition. The Company also considers whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn. An asset or business that meets the criteria for held for sale classification is reported as discontinued operations when the disposal represents a strategic shift that has had or will have a major effect on the Company’s operating results.

Assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets for current and prior periods commencing in the period in which the asset or business meets all of the held for sale criteria described above. Net income from discontinued operations, net of tax, are separately reported in the Consolidated Statements of Income for current and prior periods commencing in the period in which the asset or business meets all of the held for sale criteria described above, including any gain or loss recognized on the sale or adjustment of the carrying amount to fair value less cost to sell.

Certain activity of TIH impacting the Company's footnote disclosures have been removed or revised. The footnote disclosures included herein are presented on a continuing operations basis, unless otherwise noted.

Refer to “Note 2. Discontinued Operations” for additional information.

Segment Realignment

Effective January 1, 2024, several business activities were realigned reflecting updates to the Company’s operating structure. First, the CB&W segment was renamed CSBB and the C&CB segment was renamed WB. Second, the Wealth business was realigned into the WB segment from the CSBB segment, representing a separate reporting unit in that segment. Third, the small business banking client segmentation was realigned into the CSBB segment from the WB segment. Further, TIH was the principal legal entity of the IH segment. As the operations of TIH are now included in discontinued operations, the Company no longer presents the IH segment as one of its reportable segments. The segment disclosures have been revised to reflect the new structure. Refer to “Note 18. Operating Segments” for additional information.

Reclassifications

In addition to the reclassifications discussed above in the Consolidated Balance Sheets, Consolidated Statements of Income, and certain footnotes for discontinued operations and the segment realignment, as applicable, certain other amounts reported in prior periods’ consolidated financial statements have been reclassified to conform to the current presentation.

Truist Financial Corporation 9

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the ACL; determination of fair value for securities, MSRs, LHFS, trading loans, and derivative assets and liabilities; goodwill and other intangible assets; income taxes; and pension and postretirement benefit obligations.

Changes in Accounting Principles and Effects of New Accounting Pronouncements

Standard / Adoption Date Description Effects on the Financial Statements
Standards Not Yet Adopted
Improvements to Income Tax Disclosures<br>January 1, 2025 Improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. Truist is evaluating the impact of this standard on its disclosures. This standard relates to footnote disclosures only.
Improvements to Reportable Segment Disclosures<br>December 31, 2024 Improves reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. Truist is evaluating the impact of this standard on its disclosures. This standard relates to footnote disclosures only.

10 Truist Financial Corporation

NOTE 2. Discontinued Operations

On February 20, 2024, the Company entered into an agreement to sell the remaining stake of the common equity in TIH to an investor group led by Stone Point Capital LLC and Clayton, Dubilier & Rice for a purchase price that implied an enterprise value for TIH of $15.5 billion. The divestiture of TIH represents a strategic shift that has a major effect on our operations and financial results. The Company reclassified all of the assets and liabilities of TIH to discontinued operations in connection with the announcement of the disposition of the business. As such, financial information attributed to TIH has been recast to reflect discontinued operations for the periods presented herein. The following footnotes reflect impacts of discontinued operations: “Note 1. Basis of Presentation,” “Note 2. Discontinued Operations,” “Note 6. Goodwill and Other Intangible Assets,” “Note 8. Other Assets and Liabilities,” “Note 12. Income Taxes,” “Note 13. Benefit Plans,” “Note 17. Computation of EPS,” and “Note 18. Operating Segments.”

The following is a summary of the assets and liabilities of discontinued operations:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Assets of discontinued operations:
Cash and due from banks $ 83 $ 72
Interest-bearing deposits with banks 352 342
Premises and equipment 66 72
Goodwill 3,745 3,745
CDI and other intangible assets 1,229 1,251
Other assets 2,297 2,173
Total assets of discontinued operations $ 7,772 $ 7,655
Liabilities of discontinued operations:
Other liabilities $ 3,122 $ 3,539
Total liabilities of discontinued operations $ 3,122 $ 3,539

The following presents operating results of TIH classified as discontinued operations:

(Dollars in millions) Three Months Ended March 31,
2024 2023
Interest Income
Interest on other earning assets $ 24 $ 1
Total interest income 24 1
Noninterest income
Insurance income $ 892 $ 815
Other income 5 3
Total noninterest income 897 818
Expenses
Personnel expense 634 513
Professional fees and outside processing 48 27
Software expense 17 14
Net occupancy expense 15 14
Amortization of intangibles 21 36
Equipment expense 9 8
Marketing and customer development 10 10
Restructuring charges 19 7
Other expense 58 52
Total noninterest expense 831 681
Earnings
Income before income taxes from discontinued operations 90 138
Provision for income taxes 23 33
Net income from discontinued operations 67 105
Noncontrolling interests 3 2
Net income from discontinued operations attributable to controlling interest $ 64 $ 103

The components of net cash provided by operating, investing, and financing activities of discontinued operations included in the Consolidated Statements of Cash Flows are as follows:

(Dollars in millions) Three Months Ended March 31,
2024 2023
Net cash from operating activities $ (346) $ (134)
Net cash from investing activities (4) (7)
Net cash from financing activities 373 (45)

Truist Financial Corporation 11

On May 6, 2024, the Company completed the sale, which resulted in after-tax cash proceeds to Truist of approximately $10.1 billion. The transaction improves Truist’s relative capital position and allows Truist to maintain strategic flexibility. Upon closing, the transaction resulted in a full deconsolidation of the TIH subsidiary from Truist and resulted in an approximate after-tax gain of approximately $4.7 billion. Refer to “Note 19. Subsequent Events” for additional information.

In connection with the sale of TIH, the Company has entered into various agreements with entities controlled by the buyers and TIH, including a transition services agreement and several commercial agreements, ranging from one to seven years. The transition services agreement includes the following support services: information technology, finance and accounting, human resources, marketing and communications, procurement, and real estate. The Company will be compensated for such services on a monthly basis. The commercial agreements represent arrangements for both the Company and TIH to continue engaging in certain business activities after the completion of the sale. Such activities include referral services and certain brokerage and administration services. In addition, TIH will retain its depository relationship with Truist Bank after completion of the sale. TIH holds the majority of its cash in depository accounts with Truist Bank. TIH held $1.2 billion and $1.6 billion of deposits at Truist Bank as of March 31, 2024 and December 31, 2023, respectively. Such deposits are not presented in assets of discontinued operations as they are eliminated upon consolidation.

NOTE 3. Securities Financing Activities

Securities purchased under agreements to resell are primarily collateralized by U.S. government or agency securities and are carried at the amounts at which the securities will be subsequently sold, plus accrued interest. Securities borrowed are primarily collateralized by corporate securities. The Company borrows securities and purchases securities under agreements to resell as part of its securities financing activities. On the acquisition date of these securities, the Company and the related counterparty agree on the amount of collateral required to secure the principal amount loaned under these arrangements. The Company monitors collateral values daily and calls for additional collateral to be provided as warranted under the respective agreements. The following table presents securities borrowed or purchased under agreements to resell:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Securities purchased under agreements to resell $ 883 $ 1,168
Securities borrowed 1,208 1,210
Total securities borrowed or purchased under agreements to resell $ 2,091 $ 2,378
Fair value of collateral permitted to be resold or repledged $ 1,971 $ 2,175
Fair value of securities resold or repledged — 12

For securities sold under agreements to repurchase, the Company would be obligated to provide additional collateral in the event of a significant decline in fair value of the collateral pledged. This risk is managed by monitoring the liquidity and credit quality of the collateral, as well as the maturity profile of the transactions. Refer to “Note 14. Commitments and Contingencies” for additional information related to pledged securities. The following table presents the Company’s related activity, by collateral type and remaining contractual maturity:

March 31, 2024 December 31, 2023
(Dollars in millions) Overnight and Continuous Up to 30 days 30-90 days Total Overnight and Continuous Up to 30 days Total
U.S. Treasury $ 10 $ — $ — $ 10 $ 12 $ — $ 12
State and Municipal 428 — — 428 415 — 415
Agency MBS – residential — 500 — 500 — 1,500 1,500
Corporate and other debt securities 521 80 50 651 420 80 500
Total securities sold under agreements to repurchase $ 959 $ 580 $ 50 $ 1,589 $ 847 $ 1,580 $ 2,427

There were no securities financing transactions subject to legally enforceable master netting arrangements that were eligible for balance sheet netting for the periods presented.

12 Truist Financial Corporation

NOTE 4. Investment Securities

The following tables summarize the Company’s AFS and HTM securities:

March 31, 2024<br>(Dollars in millions) Amortized Cost Gross Unrealized Net unrealized gains (losses) Fair Value
Gains Losses
AFS securities:
U.S. Treasury $ 9,480 $ — $ (460) $ (460) $ 9,020
GSE 385 2 (37) (35) 350
Agency MBS – residential 61,945 9 (10,804) (10,795) 51,150
Agency MBS – commercial 2,822 — (614) (614) 2,208
States and political subdivisions 420 15 (16) (1) 419
Non-agency MBS 3,648 — (764) (764) 2,884
Other 19 — — — 19
Total AFS securities, excluding portfolio level basis adjustments 78,719 26 (12,695) (12,669) 66,050
Portfolio level basis adjustments(1) (433) 433 —
Total AFS securities $ 78,286 $ 26 $ (12,695) $ (12,236) $ 66,050
HTM securities:
Agency MBS – residential $ 53,369 $ — $ (10,328) $ (10,328) $ 43,041
December 31, 2023<br>(Dollars in millions) Amortized Cost Gross Unrealized Net unrealized gains (losses) Fair Value
Gains Losses
AFS securities:
U.S. Treasury $ 10,511 $ 2 $ (472) $ (470) $ 10,041
GSE 393 3 (34) (31) 362
Agency MBS – residential 60,989 — (9,700) (9,700) 51,289
Agency MBS – commercial 2,817 — (569) (569) 2,248
States and political subdivisions 421 17 (13) 4 425
Non-agency MBS 3,698 — (717) (717) 2,981
Other 20 — — — 20
Total AFS securities $ 78,849 $ 22 $ (11,505) $ (11,483) $ 67,366
HTM securities:
Agency MBS – residential $ 54,107 $ — $ (9,477) $ (9,477) $ 44,630

(1)Represents fair value hedge basis adjustments related to active portfolio layer method hedges, which are not allocated to individual securities. For additional information, refer to “Note 16. Derivative Financial Instruments.”

The amortized cost and estimated fair value of certain MBS securities issued by FNMA and FHLMC that exceeded 10% of shareholders’ equity are shown in the table below:

March 31, 2024
(Dollars in millions) Amortized Cost Fair Value
FNMA $ 39,345 $ 32,003
FHLMC 39,821 32,183

The amortized cost and estimated fair value of the securities portfolio by contractual maturity are shown in the following table. The expected life of MBS may be shorter than the contractual maturities because borrowers have the right to prepay their obligations with or without penalties.

Amortized Cost Fair Value
March 31, 2024<br>(Dollars in millions) Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Total Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Total
AFS securities:
U.S. Treasury $ 2,871 $ 6,566 $ 14 $ 29 $ 9,480 $ 2,850 $ 6,133 $ 13 $ 24 $ 9,020
GSE — 7 12 366 385 — 7 11 332 350
Agency MBS – residential — 120 447 61,378 61,945 — 113 420 50,617 51,150
Agency MBS – commercial — — 71 2,751 2,822 — — 66 2,142 2,208
States and political subdivisions 49 48 168 155 420 48 47 174 150 419
Non-agency MBS — — 214 3,434 3,648 — — 164 2,720 2,884
Other — 7 12 — 19 — 7 12 — 19
Total AFS securities $ 2,920 $ 6,748 $ 938 $ 68,113 $ 78,719 $ 2,898 $ 6,307 $ 860 $ 55,985 $ 66,050
HTM securities:
Agency MBS – residential $ — $ — $ — $ 53,369 $ 53,369 $ — $ — $ — $ 43,041 $ 43,041

Truist Financial Corporation 13

The following tables present the fair values and gross unrealized losses of investments based on the length of time that individual securities have been in a continuous unrealized loss position:

Less than 12 months 12 months or more Total
March 31, 2024<br>(Dollars in millions) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
AFS securities:
U.S. Treasury $ 743 $ (2) $ 7,805 $ (458) $ 8,548 $ (460)
GSE 32 (1) 246 (36) 278 (37)
Agency MBS – residential 485 (3) 48,895 (10,801) 49,380 (10,804)
Agency MBS – commercial 12 — 2,196 (614) 2,208 (614)
States and political subdivisions 35 — 239 (16) 274 (16)
Non-agency MBS — — 2,884 (764) 2,884 (764)
Other — — 7 — 7 —
Total $ 1,307 $ (6) $ 62,272 $ (12,689) $ 63,579 $ (12,695)
HTM securities:
Agency MBS – residential $ — $ — $ 43,041 $ (10,328) $ 43,041 $ (10,328)
Less than 12 months 12 months or more Total
December 31, 2023<br>(Dollars in millions) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
AFS securities:
U.S. Treasury $ 356 $ (2) $ 8,806 $ (470) $ 9,162 $ (472)
GSE 16 — 255 (34) 271 (34)
Agency MBS – residential 258 (4) 51,006 (9,696) 51,264 (9,700)
Agency MBS – commercial 61 (2) 2,185 (567) 2,246 (569)
States and political subdivisions 35 — 243 (13) 278 (13)
Non-agency MBS — — 2,981 (717) 2,981 (717)
Other — — 20 — 20 —
Total $ 726 $ (8) $ 65,496 $ (11,497) $ 66,222 $ (11,505)
HTM securities:
Agency MBS – residential $ — $ — $ 44,630 $ (9,477) $ 44,630 $ (9,477)

At March 31, 2024 and December 31, 2023, no ACL was established for AFS or HTM securities. Substantially all of the unrealized losses on the securities portfolio, including non-agency MBS, were the result of changes in market interest rates compared to the date the securities were acquired rather than the credit quality of the issuers or underlying loans. HTM debt securities consist of residential agency MBS. Accordingly, the Company does not expect to incur any credit losses on investment securities.

14 Truist Financial Corporation

NOTE 5. Loans and ACL

The following tables present loans and leases HFI by aging category. Government guaranteed loans are not placed on nonperforming status regardless of delinquency because collection of principal and interest is reasonably assured.
March 31, 2024(Dollars in millions) 30-89 Days Past Due 90 Days Or More Past Due(1) Nonperforming Total
Commercial:
Commercial and industrial 156,987 $ 158 $ 12 $ 512 $ 157,669
CRE 21 — 261 22,142
Commercial construction — — 23 7,472
Consumer:
Residential mortgage 638 441 151 54,886
Home equity 59 10 130 9,825
Indirect auto 540 1 256 22,145
Other consumer 226 18 61 28,096
Credit card 74 56 — 4,989
Total 303,576 $ 1,716 $ 538 $ 1,394 $ 307,224
(1)Includes government guaranteed loans of 408 million in the residential mortgage portfolio.
December 31, 2023(Dollars in millions) 30-89 Days Past Due 90 Days Or More Past Due(1) Nonperforming Total
Commercial:
Commercial and industrial 160,081 $ 230 $ 7 $ 470 $ 160,788
CRE 5 — 284 22,570
Commercial construction — 1 24 6,683
Consumer:
Residential mortgage 639 439 153 55,492
Home equity 70 11 122 10,053
Indirect auto 669 2 268 22,727
Other consumer 271 21 59 28,647
Credit card 87 53 — 5,101
Total 308,176 $ 1,971 $ 534 $ 1,380 $ 312,061
(1)Includes government guaranteed loans of 418 million in the residential mortgage portfolio.

All values are in US Dollars.

Truist Financial Corporation 15

The following tables present the amortized cost basis of loans by origination year and credit quality indicator:

March 31, 2024<br>(Dollars in millions) Amortized Cost Basis by Origination Year Revolving Credit Loans Converted to Term Other(1)
2024 2023 2022 2021 2020 Prior Total
Commercial:
Commercial and industrial:
Pass $ 6,056 $ 22,561 $ 27,451 $ 14,650 $ 7,903 $ 16,367 $ 54,742 $ — $ (287) $ 149,443
Special mention 99 776 643 434 161 219 826 — — 3,158
Substandard 69 960 792 443 234 663 1,395 — — 4,556
Nonperforming — 114 76 98 29 69 126 — — 512
Total 6,224 24,411 28,962 15,625 8,327 17,318 57,089 — (287) 157,669
Gross charge-offs 3 5 33 23 — 10 23 — — 97
CRE:
Pass 445 3,377 4,593 2,577 1,890 5,227 1,171 — (66) 19,214
Special mention 12 178 431 115 4 266 — — — 1,006
Substandard 99 348 370 233 202 349 60 — — 1,661
Nonperforming — 2 20 22 13 204 — — — 261
Total 556 3,905 5,414 2,947 2,109 6,046 1,231 — (66) 22,142
Gross charge-offs — 8 10 — — 85 — — — 103
Commercial construction:
Pass 88 1,259 2,473 1,305 201 169 843 — — 6,338
Special mention 1 15 428 187 44 — 100 — — 775
Substandard 5 25 75 46 98 — 87 — — 336
Nonperforming — — 23 — — — — — — 23
Total 94 1,299 2,999 1,538 343 169 1,030 — — 7,472
Gross charge-offs — — — — — — — — — —
Consumer:
Residential mortgage:
Current 304 2,847 13,316 16,264 5,648 15,277 — — — 53,656
30 - 89 days past due 6 23 62 57 38 452 — — — 638
90 days or more past due — 16 34 29 30 332 — — — 441
Nonperforming — — 9 15 6 121 — — — 151
Total 310 2,886 13,421 16,365 5,722 16,182 — — — 54,886
Gross charge-offs — — — — — 1 — — — 1
Home equity:
Current — — — — — — 6,070 3,556 — 9,626
30 - 89 days past due — — — — — — 41 18 — 59
90 days or more past due — — — — — — 6 4 — 10
Nonperforming — — — — — — 47 83 — 130
Total — — — — — — 6,164 3,661 — 9,825
Gross charge-offs — — — — — — 3 — — 3
Indirect auto:
Current 1,839 4,236 7,316 4,197 2,155 1,606 — — (1) 21,348
30 - 89 days past due 4 84 169 117 67 99 — — — 540
90 days or more past due — — 1 — — — — — — 1
Nonperforming — 32 79 59 35 51 — — — 256
Total 1,843 4,352 7,565 4,373 2,257 1,756 — — (1) 22,145
Gross charge-offs — 24 62 27 14 27 — — — 154
Other consumer:
Current 2,248 8,866 6,960 3,312 1,693 2,017 2,677 15 3 27,791
30 - 89 days past due 10 73 69 30 15 22 6 1 — 226
90 days or more past due — 11 5 — — — 2 — — 18
Nonperforming — 10 16 14 7 13 — 1 — 61
Total 2,258 8,960 7,050 3,356 1,715 2,052 2,685 17 3 28,096
Gross charge-offs 7 54 50 24 12 10 8 — — 165
Credit card:
Current — — — — — — 4,836 23 — 4,859
30 - 89 days past due — — — — — — 70 4 — 74
90 days or more past due — — — — — — 54 2 — 56
Total — — — — — — 4,960 29 — 4,989
Gross charge-offs — — — — — — 75 2 — 77
Total $ 11,285 $ 45,813 $ 65,411 $ 44,204 $ 20,473 $ 43,523 $ 73,159 $ 3,707 $ (351) $ 307,224
Gross charge-offs $ 10 $ 91 $ 155 $ 74 $ 26 $ 133 $ 109 $ 2 $ — $ 600

16 Truist Financial Corporation

December 31, 2023<br>(Dollars in millions) Amortized Cost Basis by Origination Year Revolving Credit Loans Converted to Term Other(1)
2023 2022 2021 2020 2019 Prior Total
Commercial:
Commercial and industrial:
Pass $ 26,836 $ 29,877 $ 15,683 $ 8,436 $ 5,918 $ 11,539 $ 55,026 $ — $ (211) $ 153,104
Special mention 688 623 557 152 37 197 1,003 — — 3,257
Substandard 754 628 428 290 289 367 1,201 — — 3,957
Nonperforming 36 116 99 12 42 31 134 — — 470
Total 28,314 31,244 16,767 8,890 6,286 12,134 57,364 — (211) 160,788
Gross charge-offs 20 72 126 21 5 35 111 — — 390
CRE:
Pass 3,760 4,931 2,651 1,903 2,813 2,666 1,221 — (70) 19,875
Special mention 185 315 140 79 203 37 — — — 959
Substandard 259 350 190 65 243 289 56 — — 1,452
Nonperforming 2 52 28 15 174 13 — — — 284
Total 4,206 5,648 3,009 2,062 3,433 3,005 1,277 — (70) 22,570
Gross charge-offs — 58 10 20 29 47 2 — — 166
Commercial construction:
Pass 1,029 2,196 1,370 287 89 125 840 — — 5,936
Special mention 3 218 208 — — — 1 — — 430
Substandard 24 48 27 174 — — 20 — — 293
Nonperforming — 23 — — 1 — — — — 24
Total 1,056 2,485 1,605 461 90 125 861 — — 6,683
Gross charge-offs — 5 — — — — — — — 5
Consumer:
Residential mortgage:
Current 2,846 13,481 16,509 5,738 2,822 12,865 — — — 54,261
30 - 89 days past due 10 52 43 38 40 456 — — — 639
90 or more days past due 7 22 25 31 28 326 — — — 439
Nonperforming — 7 13 7 13 113 — — — 153
Total 2,863 13,562 16,590 5,814 2,903 13,760 — — — 55,492
Gross charge-offs — — 2 1 1 6 — — — 10
Home equity:
Current — — — — — — 6,175 3,675 — 9,850
30 - 89 days past due — — — — — — 47 23 — 70
90 days or more past due — — — — — — 7 4 — 11
Nonperforming — — — — — — 42 80 — 122
Total — — — — — — 6,271 3,782 — 10,053
Gross charge-offs — — — — — — 10 — — 10
Indirect auto:
Current 4,611 8,049 4,689 2,479 1,330 639 — — (9) 21,788
30 - 89 days past due 83 213 150 86 71 66 — — — 669
90 days or more past due — 1 1 — — — — — — 2
Nonperforming 20 85 63 39 33 28 — — — 268
Total 4,714 8,348 4,903 2,604 1,434 733 — — (9) 22,727
Gross charge-offs 25 202 118 58 59 69 — — — 531
Other consumer:
Current 9,903 7,676 3,715 1,914 1,049 1,207 2,816 13 3 28,296
30 - 89 days past due 86 85 41 23 16 12 7 1 — 271
90 days or more past due 9 8 1 1 — — 2 — — 21
Nonperforming 6 14 14 8 6 10 — 1 — 59
Total 10,004 7,783 3,771 1,946 1,071 1,229 2,825 15 3 28,647
Gross charge-offs 97 166 93 50 34 14 23 — — 477
Student:(2)
Gross charge-offs — — — — — 108 — — — 108
Credit card:
Current — — — — — — 4,942 19 — 4,961
30 - 89 days past due — — — — — — 84 3 — 87
90 days or more past due — — — — — — 51 2 — 53
Total — — — — — — 5,077 24 — 5,101
Gross charge-offs — — — — — — 220 3 — 223
Total $ 51,157 $ 69,070 $ 46,645 $ 21,777 $ 15,217 $ 30,986 $ 73,675 $ 3,821 $ (287) $ 312,061
Gross charge-offs $ 142 $ 503 $ 349 $ 150 $ 128 $ 279 $ 366 $ 3 $ — $ 1,920

(1)Includes certain deferred fees and costs and other adjustments.

(2)Truist sold its student loan portfolio at the end of the second quarter of 2023. Charge-offs include $98 million related to the sale.

Truist Financial Corporation 17

ACL

The following tables present activity in the ACL:

(Dollars in millions) Balance at Jan 1, 2023 Charge-Offs Recoveries Provision (Benefit) Other(1) Balance at Mar 31, 2023
Commercial:
Commercial and industrial $ 1,409 $ (75) $ 13 $ 151 $ (1) $ 1,497
CRE 224 (6) 1 32 — 251
Commercial construction 46 — 1 40 — 87
Consumer:
Residential mortgage 399 (1) 2 13 (81) 332
Home equity 90 (2) 6 (7) — 87
Indirect auto 981 (127) 26 100 13 993
Other consumer 770 (105) 17 98 (1) 779
Student(2) 98 (5) — 5 — 98
Credit card 360 (51) 9 40 (3) 355
ALLL 4,377 (372) 75 472 (73) 4,479
RUFC 272 — — 10 — 282
ACL $ 4,649 $ (372) $ 75 $ 482 $ (73) $ 4,761
(Dollars in millions) Balance at Jan 1, 2024 Charge-Offs Recoveries Provision (Benefit) Other(1) Balance at Mar 31, 2024
Commercial:
Commercial and industrial $ 1,404 $ (97) $ 32 $ 22 $ (1) $ 1,360
CRE 616 (103) 7 143 — 663
Commercial construction 174 — — 24 — 198
Consumer:
Residential mortgage 298 (1) 1 (76) — 222
Home equity 89 (3) 5 (1) — 90
Indirect auto 942 (154) 28 107 — 923
Other consumer 890 (165) 28 206 — 959
Credit card 385 (77) 9 71 — 388
ALLL 4,798 (600) 110 496 (1) 4,803
RUFC 295 — — 4 (2) 297
ACL $ 5,093 $ (600) $ 110 $ 500 $ (3) $ 5,100

(1)Includes the amounts for the ALLL for PCD acquisitions, the impact of adopting the Troubled Debt Restructurings and Vintage Disclosures accounting standard, and other activity.

(2)Truist sold its student loan portfolio at the end of the second quarter of 2023.

The commercial ALLL increased $27 million and the consumer ALLL decreased $25 million for the three months ended March 31, 2024. The increase in the commercial ALLL primarily reflects an increase in reserves related to the CRE and commercial construction portfolios. The decrease in the consumer ALLL primarily reflects a reduction in loan volume and consideration of continued performance and improved outlook in consumer real estate, partially offset by an increase in certain consumer non-real estate portfolios.

The quantitative models have been designed to estimate losses using macro-economic forecasts over a reasonable and supportable forecast period of two years, followed by a reversion to long-term historical loss conditions over a one-year period. Forecasts of macroeconomic variables used in loss forecasting include, but are not limited to, unemployment trends, U.S. real GDP, corporate credit spreads, property values, home price indices, and used car prices.

The overall economic forecast incorporates a third-party baseline forecast that is adjusted to reflect Truist’s interest rate outlook. Management also considers optimistic and pessimistic third-party macro-economic forecasts in order to capture uncertainty in the economic environment. These forecasts, along with the primary economic forecast, are weighted 40% baseline, 30% optimistic, and 30% pessimistic in the March 31, 2024 ACL, unchanged since December 31, 2023. While the scenario weightings were unchanged, the economic outlook relative to the prior period varied by economic variables, including improvement in certain variables (e.g., House Price Index) and projected softness in others over the reasonable and supportable forecast period. The overall economic forecast shaping the ACL estimate at March 31, 2024 included GDP growth in the low-single digits and an unemployment rate near the mid-single digits.

18 Truist Financial Corporation

Quantitative models have certain limitations with respect to estimating expected losses, particularly in times of rapidly changing macro-economic conditions and forecasts. As a result, management believes that the qualitative component of the ACL, which incorporates management’s expert judgment related to expected future credit losses, will continue to be an important component of the ACL for the foreseeable future. The March 31, 2024 ACL estimate includes adjustments to consider the impact of current and expected events or risks not captured by the loss forecasting models, the outcomes of which are uncertain and may not be completely considered by quantitative models. Refer to “Note 1. Basis of Presentation” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional information.

NPAs

The following table provides a summary of nonperforming loans and leases, excluding LHFS:

March 31, 2024 December 31, 2023
Recorded Investment Recorded Investment
(Dollars in millions) Without an ALLL With an ALLL Without an ALLL With an ALLL
Commercial:
Commercial and industrial $ 100 $ 412 $ 123 $ 347
CRE 20 241 154 130
Commercial construction 23 — — 24
Consumer:
Residential mortgage 1 150 1 152
Home equity 2 128 1 121
Indirect auto 24 232 20 248
Other consumer — 61 — 59
Total $ 170 $ 1,224 $ 299 $ 1,081

The following table presents a summary of nonperforming assets and residential mortgage loans in the process of foreclosure:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Nonperforming loans and leases HFI $ 1,394 $ 1,380
Nonperforming LHFS 22 51
Foreclosed real estate 4 3
Other foreclosed property 56 54
Total nonperforming assets $ 1,476 $ 1,488
Residential mortgage loans in the process of foreclosure $ 201 $ 214

Loan Modifications

The following tables summarize the amortized cost basis and the weighted average financial effect of loans to borrowers experiencing financial difficulty that were modified during the period, disaggregated by class of financing receivable and type of modification granted.

Three Months Ended March 31, 2024<br>(Dollars in millions) Renewals Term Extensions Capitalizations Payment Delays Combination -<br>Interest Rate Adjustment and Term Extension Combination -<br>Capitalization and Term Extension Combination -<br>Capitalization, Interest Rate and Term Extension Other Total Modified Loans Percentage of Total Class of Financing Receivable
Commercial:
Commercial and industrial $ 142 $ — $ — $ 1 $ — $ — $ — $ 15 $ 158 0.10 %
CRE 167 — — 10 — — — 13 190 0.86
Commercial construction 45 — — — — — — — 45 0.60
Consumer:
Residential mortgage — 19 13 16 — 55 9 1 113 0.21
Home equity — — — — 2 — — — 2 0.02
Indirect auto — 6 — 549 4 — — 3 562 2.54
Other consumer — 9 — — 1 — — — 10 0.04
Credit card — — — — — — — 10 10 0.20
Total $ 354 $ 34 $ 13 $ 576 $ 7 $ 55 $ 9 $ 42 $ 1,090 0.35 %

Truist Financial Corporation 19

Three Months Ended March 31, 2023<br>(Dollars in millions) Renewals Term Extensions Capitalizations Payment Delays Combination -<br>Interest Rate Adjustment and Term Extension Combination -<br>Capitalization and Term Extension Combination -<br>Capitalization, Interest Rate and Term Extension Other Total Modified Loans Percentage of Total Class of Financing Receivable
Commercial:
Commercial and industrial $ 390 $ 51 $ — $ — $ — $ — $ — $ — $ 441 0.26 %
CRE 103 — — 71 — — — — 174 0.77
Commercial construction 1 — — — — — — — 1 0.02
Consumer:
Residential mortgage — 29 32 25 1 92 20 4 203 0.36
Home equity — — — — 2 — — 1 3 0.03
Indirect auto — 5 — 5 5 — — 6 21 0.08
Other consumer — 5 — — 1 — — 1 7 0.03
Credit card — — — — — — — 5 5 0.10
Total $ 494 $ 90 $ 32 $ 101 $ 9 $ 92 $ 20 $ 17 $ 855 0.26 %
Three Months Ended March 31, 2024
--- ---
Loan Type Financial Effect
Renewals
Commercial and industrial Extended the term by 11 months and increased the interest rate by 0.5%
CRE Extended the term by 6 months and increased the interest rate by 0.5%
Commercial construction Extended the term by 11 months and increased the interest rate by 0.1%
Term Extensions
Residential mortgage Extended the term by 105 months.
Indirect auto Extended the term by 26 months.
Other consumer Extended the term by 26 months.
Capitalizations
Residential mortgage Capitalized a portion of forborne loan and other advanced payments into the outstanding loan balance.
Payment Delays
Commercial and industrial Provided 90 days of payment deferral.
CRE Provided 90 days of payment deferral.
Residential mortgage Provided 193 days of payment deferral.
Indirect auto Provided 186 days of payment deferral.
Combination - Interest Rate Adjustment and Term Extension
Home equity Extended the term by 275 months and decreased the interest rate by 3%.
Indirect auto Extended the term by 33 months and decreased the interest rate by 3%.
Other consumer Extended the term by 61 months and increased the interest rate by 0.025%.
Combination - Capitalization and Term Extension
Residential mortgage Capitalized a portion of forborne loan and other advanced payments into the outstanding loan balance and extended the term by 85 months.
Combination - Capitalization, Interest Rate and Term Extension
Residential mortgage Capitalized a portion of forborne loan and other advanced payments into the outstanding loan balance, extended the term by 134 months, and decreased the interest rate by 0.5%.

20 Truist Financial Corporation

Three Months Ended March 31, 2023
Loan Type Financial Effect
Renewals
Commercial and industrial Extended the term by 4 months and increased the interest rate by 0.4%.
CRE Extended the term by 9 months and increased the interest rate by 0.1%.
Commercial construction Extended the term by 5 months.
Term Extensions
Commercial and industrial Extended the term by 3 months.
Residential mortgage Extended the term by 158 months.
Indirect auto Extended the term by 25 months.
Other Consumer Extended the term by 25 months.
Capitalizations
Residential mortgage Capitalized a portion of forborne loan and other advanced payments into the outstanding loan balance.
Payment Delays
CRE Provided 233 days of payment deferral.
Residential mortgage Provided 195 days of payment deferral.
Indirect auto Provided 129 days of payment deferral.
Combination - Interest Rate Adjustment and Term Extension
Residential mortgage Extended the term by 97 months and decreased the interest rate by 0.8%.
Home equity Extended the term by 318 months and decreased the interest rate by 2.3%.
Indirect auto Extended the term by 11 months and decreased the interest rate by 7%.
Other consumer Extended the term by 101 months and decreased the interest rate by 3%.
Combination - Capitalization and Term Extension
Residential mortgage Capitalized a portion of forborne loan and other advanced payments into the outstanding loan balance and extended the term by 111 months.
Combination - Capitalization, Interest Rate and Term Extension
Residential mortgage Capitalized a portion of forborne loan and other advanced payments into the outstanding loan balance, extended the term by 82 months, and decreased the interest rate by 0.3%.

The tables above exclude trial modifications totaling $40 million and $64 million for the three months ended March 31, 2024 and 2023, respectively. Such modifications will be included in the modification activity disclosure if the borrower successfully completes the trial period and the loan modification is finalized.

As of March 31, 2024 and December 31, 2023, Truist had $489 million and $702 million, respectively, in unfunded lending commitments to lend additional funds to borrowers experiencing financial difficulty for which Truist has modified the terms of the receivables in the ways described above during the twelve months preceding March 31, 2024 and December 31, 2023, respectively.

Upon Truist’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

Truist Financial Corporation 21

Truist closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table summarizes the period-end delinquency status and amortized cost of loans that were modified in the last 12 months. The period-end delinquency status of loans that were modified are disclosed at amortized cost and reflect the impact of any paydowns, payoffs, and/or charge-offs that occurred subsequent to modification.

Payment Status (Amortized Cost Basis)
March 31, 2024<br><br>(Dollars in millions) Current 30-89 Days Past Due 90 Days or More Past Due Total
Commercial:
Commercial and industrial $ 844 $ 8 $ 61 $ 913
CRE 352 19 — 371
Commercial construction 70 — — 70
Consumer:
Residential mortgage 379 96 87 562
Home equity 10 1 — 11
Indirect auto 888 154 23 1,065
Other consumer 28 1 — 29
Credit card 15 4 2 21
Total $ 2,586 $ 283 $ 173 $ 3,042
Total nonaccrual loans included above $ 339 $ 46 $ 107 $ 492
Payment Status (Amortized Cost Basis)
December 31, 2023<br><br>(Dollars in millions) Current 30-89 Days Past Due 90 Days or More Past Due Total
Commercial:
Commercial and industrial $ 887 $ 48 $ 92 $ 1,027
CRE 233 11 1 245
Commercial construction 22 — — 22
Consumer:
Residential mortgage 427 116 90 633
Home equity 11 — — 11
Indirect auto 730 148 20 898
Other consumer 24 1 — 25
Credit card 11 3 2 16
Total $ 2,345 $ 327 $ 205 $ 2,877
Total nonaccrual loans included above $ 155 $ 85 $ 137 $ 377

22 Truist Financial Corporation

The following table provides the amortized cost basis of financing receivables that were modified and were in payment default in the last twelve months:

March 31, 2024<br><br>(Dollars in millions) Renewals Term Extensions Capitalizations Payment Delays Combination -<br>Capitalization and Term Extension Combination -<br>Capitalization, Interest Rate and Term Extension Other Total
Commercial:
Commercial and industrial $ 45 $ — $ — $ 1 $ — $ — $ 15 $ 61
Consumer:
Residential mortgage — 16 3 34 30 3 1 87
Indirect auto — 1 — 20 — — 2 23
Credit card — — — — — — 2 2
Total $ 45 $ 17 $ 3 $ 55 $ 30 $ 3 $ 20 $ 173
December 31, 2023<br><br>(Dollars in millions) Renewals Term Extensions Capitalizations Payment Delays Combination -<br>Capitalization and Term Extension Combination -<br>Capitalization, Interest Rate and Term Extension Other Total
Commercial:
Commercial and industrial $ 72 $ — $ — $ 20 $ — $ — $ — $ 92
CRE 1 — — — — — — 1
Consumer:
Residential mortgage — 13 6 34 31 5 1 90
Indirect auto — 1 — 17 — — 2 20
Credit card — — — — — — 2 2
Total $ 73 $ 14 $ 6 $ 71 $ 31 $ 5 $ 5 $ 205

Unearned Income, Discounts, and Net Deferred Loan Fees and Costs

The following table presents additional information about loans and leases:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Unearned income, discounts, and net deferred loan fees and costs $ 571 $ 553

Truist Financial Corporation 23

NOTE 6. Goodwill and Other Intangible Assets

Effective January 1, 2024, several business activities were realigned reflecting updates to the Company’s operating structure. First, the CB&W segment was renamed CSBB and the C&CB segment was renamed WB. Second, the Wealth business was realigned into the WB segment from the CSBB segment, representing a separate reporting unit in that segment. Third, the small business banking client segmentation was realigned into the CSBB segment from the WB segment. Further, TIH was the principal legal entity of the IH segment. As the operations of TIH are now included in discontinued operations, the Company no longer presents the IH segment as one of its reportable segments. Following the realignment of these business activities, the Company’s three reporting units with goodwill balances are CSBB, WB, and Wealth.

In conjunction with these realignments, goodwill of $1.7 billion was realigned to WB from CSBB based on the relative fair value of CSBB and Wealth, and goodwill of $220 million was realigned to CSBB from WB based on the relative fair value of WB and the realigned small business banking client segmentation. In addition, the Company completed an assessment of any potential goodwill impairment for all impacted reporting units immediately prior and subsequent to the realignments and determined that no impairment existed. The quantitative valuation of WB performed in conjunction with these goodwill realignments indicated that as of January 1, 2024, the fair value of the WB reporting unit exceeded its carrying value by less than 10%, indicating that the goodwill of the WB reporting unit may be at risk of impairment.

The Company monitored events and circumstances during the period from January 1, 2024 to March 31, 2024, including macroeconomic and market factors, industry and banking sector events, Truist specific performance indicators, a comparison of management’s forecast and assumptions to those used in its January 1, 2024 quantitative valuations associated with the realignments of goodwill, and the sensitivity of the January 1, 2024 quantitative results to changes in assumptions as of March 31, 2024. Based on these considerations, Truist concluded that it was not more-likely-than-not that the fair value of one or more of its reporting units is below its respective carrying amount as of March 31, 2024.

The changes in the carrying amount of goodwill attributable to operating segments are reflected in the table below. Activity during 2024 primarily relates to the segment realignment described above. Refer to “Note 2. Discontinued Operations” for additional information related to discontinued operations and “Note 18. Operating Segments” for additional information on segments.

(Dollars in millions) CSBB WB Total
Goodwill, December 31, 2023 $ 13,503 $ 3,653 $ 17,156
Segment realignment (1,498) 1,498 —
Adjustments and other — 1 1
Goodwill, March 31, 2024 $ 12,005 $ 5,152 $ 17,157

The following table, which excludes fully amortized intangibles, presents information for identifiable intangible assets:

March 31, 2024 December 31, 2023
(Dollars in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
CDI $ 2,473 $ (1,703) $ 770 $ 2,473 $ (1,650) $ 823
Other, primarily client relationship intangibles 1,593 (547) 1,046 1,598 (512) 1,086
Total $ 4,066 $ (2,250) $ 1,816 $ 4,071 $ (2,162) $ 1,909

24 Truist Financial Corporation

NOTE 7. Loan Servicing

The Company acquires servicing rights, and retains servicing rights related to certain of its sales or securitizations of residential mortgages, commercial mortgages, and other consumer loans. Servicing rights are capitalized by the Company as Loan servicing rights on the Consolidated Balance Sheets. Income earned by the Company on its loan servicing rights is derived primarily from contractually specified servicing fees, late fees, net of curtailment costs, and other ancillary fees.

Residential Mortgage Activities

The following tables summarize residential mortgage servicing activities:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
UPB of residential mortgage loan servicing portfolio $ 265,890 $ 269,068
UPB of residential mortgage loans serviced for others, primarily agency conforming fixed rate 210,635 213,399
Mortgage loans sold with recourse 167 173
Maximum recourse exposure from mortgage loans sold with recourse liability 105 109
Indemnification, recourse and repurchase reserves 49 52
As of / For the Three Months Ended March 31,<br>(Dollars in millions) 2024 2023
UPB of residential mortgage loans sold from LHFS $ 1,763 $ 2,507
Pre-tax gains recognized on mortgage loans sold and held for sale 15 16
Servicing fees recognized from mortgage loans serviced for others 147 163
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others 0.28 % 0.27 %
Weighted average interest rate on mortgage loans serviced for others 3.59 3.52

The following table presents a roll forward of the carrying value of residential MSRs recorded at fair value:

(Dollars in millions) 2024 2023
Residential MSRs, carrying value, January 1 $ 3,088 $ 3,428
Additions 30 44
Sales (1) (428)
Change in fair value due to changes in valuation inputs or assumptions(1) 77 (1)
Realization of expected net servicing cash flows, passage of time, and other (60) (57)
Residential MSRs, carrying value, March 31 $ 3,134 $ 2,986

(1)The three months ended March 31, 2023 includes realized gains on the portfolio sale of excess servicing.

The sensitivity of the fair value of the Company’s residential MSRs to changes in key assumptions is presented in the following table:

March 31, 2024 December 31, 2023
Range Weighted Average Range Weighted Average
(Dollars in millions) Min Max Min Max
Prepayment speed 6.5 % 17.3 % 7.3 % 6.7 % 18.2 % 7.5 %
Effect on fair value of a 10% increase $ (82) $ (82)
Effect on fair value of a 20% increase (158) (160)
OAS 2.4 % 11.9 % 4.5 % 2.2 % 12.0 % 4.6 %
Effect on fair value of a 10% increase $ (60) $ (60)
Effect on fair value of a 20% increase (117) (118)
Composition of loans serviced for others:
Fixed-rate residential mortgage loans 99.6 % 99.6 %
Adjustable-rate residential mortgage loans 0.4 0.4
Total 100.0 % 100.0 %
Weighted average life 7.6 years 7.5 years

The sensitivity calculations above are hypothetical and should not be considered predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the above table, the effect of an adverse variation in one assumption on the fair value of the MSRs is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another, which may magnify or counteract the effect of the change. See “Note 15. Fair Value Disclosures” for additional information on the valuation techniques used.

Truist Financial Corporation 25

Commercial Mortgage Activities

The following table summarizes commercial mortgage servicing activities:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
UPB of CRE mortgages serviced for others $ 29,075 $ 31,681
CRE mortgages serviced for others covered by recourse provisions 9,656 9,661
Maximum recourse exposure from CRE mortgages sold with recourse liability 2,813 2,813
Recorded reserves related to recourse exposure 14 16
CRE mortgages originated during the year-to-date period 276 2,989
Commercial MSRs at fair value 268 272

NOTE 8. Other Assets and Liabilities

Lessee Operating and Finance Leases

The Company leases certain assets, consisting primarily of real estate, and assesses at contract inception whether a contract is, or contains, a lease. The following tables present additional information on leases, excluding leases related to the lease financing businesses:

March 31, 2024 December 31, 2023
(Dollars in millions) Operating Leases Finance Leases Operating Leases Finance Leases
ROU assets $ 1,033 $ 9 $ 1,057 $ 10
Total lease liabilities 1,355 11 1,387 12
Weighted average remaining term 6.1 years 6.6 years 6.2 years 6.6 years
Weighted average discount rate 3.2 % 5.2 % 3.1 % 5.1 %
Three Months Ended March 31,
--- --- --- ---
(Dollars in millions) 2024 2023
Operating lease costs $ 77 $ 73

Lessor Operating Leases

The Company’s two primary lessor businesses are equipment financing and structured real estate with income recorded in Operating lease income on the Consolidated Statements of Income. The following table presents a summary of assets under operating leases held for investment. This table excludes subleases on assets included in premises and equipment.

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Assets held under operating leases(1)(2) $ 2,138 $ 2,160
Accumulated depreciation (564) (583)
Net $ 1,574 $ 1,577

(1)Includes certain land parcels subject to operating leases that have indefinite lives.

(2)Excludes operating leases held-for-sale that totaled $40 million and $32 million at March 31, 2024 and December 31, 2023, respectively.

Bank-Owned Life Insurance

Bank-owned life insurance consists of life insurance policies held on certain teammates for which the Company is the beneficiary. The carrying value of bank-owned life insurance was $7.7 billion at March 31, 2024 and December 31, 2023.

26 Truist Financial Corporation

NOTE 9. Borrowings

The following table presents a summary of short-term borrowings:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
FHLB advances $ 22,500 $ 20,500
Securities sold under agreements to repurchase 1,589 2,427
Securities sold short 2,034 1,625
Other short-term borrowings 206 276
Total short-term borrowings $ 26,329 $ 24,828

The following table presents a summary of long-term debt:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Carrying Amount Carrying Amount
Truist Financial Corporation:
Fixed rate senior notes(1) $ 23,103 $ 19,808
Floating rate senior notes 999 999
Fixed rate subordinated notes(1)(2) 1,818 1,831
Capital notes(2) 630 629
Truist Bank:
Fixed rate senior notes 4,184 4,170
Floating rate senior notes — 1,250
Fixed rate subordinated notes(2) 4,748 4,770
Floating rate FHLB advances 2,200 4,200
Other long-term debt(3) 1,389 1,261
Total long-term debt $ 39,071 $ 38,918

(1)Certain senior and subordinated notes convert from fixed to floating one year prior to maturity, and are callable within the final year of maturity at par.

(2)Subordinated and capital notes with a remaining maturity of one year or greater qualify under the risk-based capital guidelines as Tier 2 supplementary capital, subject to certain limitations.

(3)Includes debt associated with finance leases, tax credit investments, and other.

Truist Financial Corporation 27

NOTE 10. Shareholders’ Equity

Common Stock

The following table presents total dividends declared per share of common stock:

Three Months Ended March 31,
2024 2023
Cash dividends declared per share $ 0.52 $ 0.52

NOTE 11. AOCI

AOCI includes the after-tax change in unrecognized net costs related to defined benefit pension and OPEB plans as well as unrealized gains and losses on cash flow hedges, AFS securities, and HTM securities transferred from AFS securities.

(Dollars in millions) Pension and OPEB Costs Cash Flow Hedges AFS Securities HTM Securities Other, net Total
AOCI balance, January 1, 2023 $ (1,535) $ (78) $ (9,395) $ (2,588) $ (5) $ (13,601)
OCI before reclassifications, net of tax (26) 125 903 — 1 1,003
Amounts reclassified from AOCI:
Before tax 16 — (65) 70 — 21
Tax effect 4 — (15) 15 — 4
Amounts reclassified, net of tax 12 — (50) 55 — 17
Total OCI, net of tax (14) 125 853 55 1 1,020
AOCI balance, March 31, 2023 $ (1,549) $ 47 $ (8,542) $ (2,533) $ (4) $ (12,581)
AOCI balance, January 1, 2024 $ (1,079) $ (300) $ (8,778) $ (2,347) $ (2) $ (12,506)
OCI before reclassifications, net of tax 1 (232) (455) — (2) (688)
Amounts reclassified from AOCI:
Before tax — 55 (158) 66 — (37)
Tax effect — 13 (37) 15 — (9)
Amounts reclassified, net of tax — 42 (121) 51 — (28)
Total OCI, net of tax 1 (190) (576) 51 (2) (716)
AOCI balance, March 31, 2024 $ (1,078) $ (490) $ (9,354) $ (2,296) $ (4) $ (13,222)

28 Truist Financial Corporation

NOTE 12. Income Taxes

For the three months ended March 31, 2024 and 2023, the provision for income taxes from continuing operations was $232 million and $361 million, respectively, representing effective tax rates of 17.0% and 20.4%, respectively. The lower effective tax rate for the three months ended March 31, 2024 was primarily due to a decrease in the full year forecasted pre-tax earnings. The Company calculated the provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income and adjusting for discrete items that occurred during the period.

NOTE 13. Benefit Plans

The components of net periodic (benefit) cost for defined benefit pension plans are summarized in the following table:

Three Months Ended March 31,
(Dollars in millions) Income Statement Location 2024 2023
Service cost(1) Personnel expense / Net income from discontinued operations $ 96 $ 93
Interest cost Other expense 108 111
Estimated return on plan assets Other expense (244) (228)
Amortization and other Other expense 1 20
Net periodic (benefit) cost $ (39) $ (4)

(1)Includes $7 million for the three months ended March 31, 2024 and 2023 of service cost reported in net income from discontinued operations for the qualified defined benefit pension plan for employees of TIH. Following the sale of TIH, Truist will (i) no longer recognize the service costs for TIH employees, (ii) retain the related postretirement benefit obligation for TIH employees, and (iii) remeasure the postretirement benefit obligation of the plan.

Truist makes contributions to the qualified pension plans up to the maximum amount deductible for federal income tax purposes. Truist did not make a discretionary contribution to the pension plan during the three months ended March 31, 2024.

NOTE 14. Commitments and Contingencies

Truist utilizes a variety of financial instruments to mitigate exposure to risks and meet the financing needs and provide investment opportunities for clients. These financial instruments include commitments to extend credit, letters of credit and financial guarantees, derivatives, and other investments. Truist also has commitments to fund certain affordable housing investments and contingent liabilities related to certain sold loans.

Tax Credit and Certain Equity Investments

The following table summarizes certain tax credit and certain equity investments:

(Dollars in millions) Balance Sheet Location Mar 31, 2024 Dec 31, 2023
Investments in affordable housing projects and other qualified tax credits:
Carrying amount Other assets $ 6,907 $ 6,754
Amount of future funding commitments included in carrying amount Other liabilities 2,515 2,473
Lending exposure Loans and leases for funded amounts 2,044 1,981
Renewable energy investments:
Carrying amount Other assets 291 285
Amount of future funding commitments not included in carrying amount NA 744 747
SBIC and certain other equity method investments:
Carrying amount Other assets 774 758
Amount of future funding commitments not included in carrying amount NA 560 589

Truist Financial Corporation 29

The following table presents a summary of tax credits and amortization expense associated with the Company’s tax credit investment activity. Activity related to the Company’s renewable energy investments, other than qualified tax credits, was immaterial.

Three Months Ended March 31,
(Dollars in millions) Income Statement Location 2024 2023
Tax credits:
Investments in affordable housing projects, other qualified tax credits, and other community development investments Provision for income taxes $ 185 $ 157
Amortization and other changes in carrying amount:
Investments in affordable housing projects and other qualified tax credits Provision for income taxes $ 171 $ 148
Other community development investments Other noninterest income 2 2

Letters of Credit and Financial Guarantees

In the normal course of business, Truist utilizes certain financial instruments to meet the financing needs of clients and to mitigate exposure to risks. Such financial instruments include commitments to extend credit and certain contractual agreements, including standby letters of credit and financial guarantee arrangements.

The following is a summary of selected notional amounts of off-balance sheet financial instruments:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Commitments to extend, originate, or purchase credit and other commitments $ 207,966 $ 207,285
Residential mortgage loans sold with recourse 167 173
CRE mortgages serviced for others covered by recourse provisions 9,656 9,661
Other loans serviced for others covered by recourse and other provisions 1,247 1,032
Letters of credit 6,513 6,239

Total Return Swaps

The Company facilitates matched book TRS transactions on behalf of clients, whereby a VIE purchases reference assets identified by a client and the Company enters into a TRS with the VIE, with a mirror-image TRS facing the client. The Company provides senior financing to the VIE in the form of demand notes to fund the purchase of the reference assets. Reference assets are typically fixed income instruments primarily composed of syndicated bank loans. The TRS contracts pass through interest and other cash flows on the reference assets to the third-party clients, along with exposing those clients to decreases in value on the assets and providing them with the rights to appreciation on the assets. The terms of the TRS contracts require the third parties to post initial margin collateral, as well as ongoing margin as the fair values of the underlying reference assets change. The following table provides a summary of the TRS transactions with VIE purchases. VIE assets include trading loans and bonds:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Total return swaps:
VIE assets $ 1,698 $ 1,641
Trading loans and bonds 1,645 1,572
VIE liabilities 105 50

The Company concluded that the associated VIEs should be consolidated because the Company has (i) the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses and the right to receive benefits, which could potentially be significant. The activities of the VIEs are restricted to buying and selling the reference assets, and the risks/benefits of any such assets owned by the VIEs are passed to the third-party clients via the TRS contracts. For additional information on TRS contracts and the related VIEs, see “Note 16. Derivative Financial Instruments.”

30 Truist Financial Corporation

Pledged Assets

Certain assets were pledged to secure municipal deposits, securities sold under agreements to repurchase, certain derivative agreements, and borrowings or borrowing capacity, as well as to fund certain obligations related to nonqualified defined benefit and defined contribution retirement plans and for other purposes as required or permitted by law. Assets pledged to the FHLB and FRB are subject to applicable asset discounts when determining borrowing capacity. The Company has capacity for secured financing from both the FRB and FHLB and letters of credit from the FHLB. The Company’s letters of credit from the FHLB can be used to secure various client deposits, including public fund relationships. Excluding assets related to nonqualified benefit plans, the majority of the agreements governing the pledged assets do not permit the other party to sell or repledge the collateral. The following table provides the total carrying amount of pledged assets by asset type:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Pledged securities $ 40,105 $ 41,270
Pledged loans:
FRB 71,692 73,898
FHLB 66,946 67,748
Unused borrowing capacity:
FRB 53,548 55,252
FHLB 25,031 24,712

Legal Proceedings and Other Matters

Truist and its subsidiaries are routinely named as defendants in or parties to numerous actual or threatened legal proceedings and other matters and are or may be subject to potential liability in connection with them. The legal proceedings and other matters may be formal or informal and include litigation and arbitration with one or more identified claimants, certified or purported class actions with yet-to-be-identified claimants, and regulatory or other governmental information-gathering requests, examinations, investigations, and enforcement proceedings. Claims may be based in law or equity—such as those arising under contracts or in tort and those involving banking, consumer-protection, securities, antitrust, tax, employment, and other laws—and some present novel legal theories, allegations of substantial or indeterminate damages, demands for injunctive or similar relief, and requests for fines, penalties, restitution, or alterations in Truist’s business practices. Our legal proceedings and other matters exist in varying stages of adjudication, arbitration, negotiation, or investigation and span our business lines and operations.

The course and outcome of legal proceedings and other matters are inherently unpredictable. This is especially so when a matter is still in its early stages, the damages sought are indeterminate or unsupported, significant facts are unclear or disputed, novel questions of law or other meaningful legal uncertainties exist, a request to certify a proceeding as a class action is outstanding or granted, multiple parties are named, or regulatory or other governmental entities are involved. As a result, we often are unable to determine how or when actual or threatened legal proceedings and other matters will be resolved and what losses may be incrementally and ultimately incurred. It is possible that the ultimate resolution of these matters, including those described below, if unfavorable, may be material to the consolidated financial position, consolidated results of operations, or consolidated cash flows of Truist, or cause significant reputational consequences.

Truist establishes accruals for legal proceedings and other matters when potential losses become probable and the amount of loss can be reasonably estimated. Accruals are evaluated each quarter and may be adjusted, upward or downward, based on our best judgment after consultation with counsel and others. No assurance exists that our accruals will not need to be adjusted in the future. Actual losses may be higher or lower than any amounts accrued, possibly to a significant degree.

The Company estimates reasonably possible losses, in excess of amounts accrued, of up to approximately $375 million as of March 31, 2024. This estimate does not represent Truist’s maximum loss exposure, and actual losses may vary significantly. Also, the outcome of a particular matter may be one that the Company did not take into account in its estimate because the Company judged the likelihood of that outcome to be remote. In addition, the matters underlying this estimate may change from time to time. Estimated losses, like accruals, are based upon currently available information and involve considerable uncertainties and judgment.

For certain matters, Truist may be unable to estimate the loss or range of loss, even if it believes that a loss is probable or reasonably possible, until developments in the matter provide additional information sufficient to support such an estimate. These matters are not accrued for and are not reflected in the estimate of reasonably possible losses.

Truist Financial Corporation 31

The following is a description of certain legal proceedings and other matters in which Truist is involved:

Bickerstaff v. SunTrust Bank

This class action case was filed in Fulton County State Court on July 12, 2010, and an amended complaint was filed on August 9, 2010. Plaintiff alleges that all overdraft fees charged to his account which related to debit card and ATM transactions are actually interest charges and therefore subject to the usury laws of Georgia. The amended complaint asserts claims for violations of civil and criminal usury laws, conversion, and money had and received, and seeks damages on a class-wide basis, including refunds of challenged overdraft fees and pre-judgment interest. On October 6, 2017, the trial court granted plaintiff’s motion for class certification and defined the class as “Every Georgia citizen who had or has one or more accounts with SunTrust Bank and who, from July 12, 2006, to October 6, 2017 (i) had at least one overdraft of $500.00 or less resulting from an ATM or debit card transaction (the “Transaction”); (ii) paid any Overdraft Fees as a result of the Transaction; and (iii) did not receive a refund of those Fees,” and the granting of a certified class was affirmed on appeal. The class seeks a return of up to $452 million in paid overdraft fees from the 2006 to 2017 period above, plus prejudgment interest which, based on the amount of claimed fees, was estimated to be approximately $407 million as of March 31, 2024. A court-ordered mediation was held on February 28, 2024, but no resolution was reached. On March 4, 2024, the trial court issued an order granting in part and denying in part Truist’s motions to amend the class definition to narrow the scope of the class, to compel arbitration against certain class members, and for summary judgment. Truist and the class filed separate notices of appeal from the trial court’s order, and Truist has filed a notice of cross-appeal. The trial court suspended the previously scheduled trial date of April 29, 2024, related pre-trial deadlines pending appeal.

Recordkeeping Matters

The SEC and CFTC have requested information from various subsidiaries of the Company that conduct broker-dealer, investment adviser, and swap dealer activities regarding compliance with applicable recordkeeping requirements for business-related electronic communications. The Company has cooperated with these requests and is in advanced discussions regarding resolutions of these matters with the agencies though there can be no assurance as to the outcome of these discussions.

Investigation Regarding Trusts

In 2016 and 2018, the Civil Division of the U.S. DOJ issued subpoenas to a corporate predecessor of Truist Bank under the Financial Institutions Reform, Recovery, and Enforcement Act. These subpoenas requested documents and other information related to specified trusts for which Truist Bank serves as trustee. Truist Bank is continuing to cooperate in the investigation.

FDIC Special Assessment

In November 2023, the FDIC issued a final rule to implement a special assessment to recoup losses to the DIF associated with bank failures in the first half of 2023. The assessment is based on an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022. The special assessment for Truist is $582 million, with $507 million recognized in the fourth quarter of 2023 and an additional $75 million recognized in the first quarter of 2024 due to an increase in the estimated relevant losses to the DIF reported by the FDIC in February 2024. The special assessment will be paid in eight quarterly installments beginning in the second quarter of 2024. The ultimate amount of expenses associated with the special assessment will also be impacted by the finalization of the losses incurred by the FDIC in the resolutions of Silicon Valley Bank and Signature Bank, which could result in additional expense.

32 Truist Financial Corporation

NOTE 15. Fair Value Disclosures

Recurring Fair Value Measurements

Accounting standards define fair value as the price that would be received on the measurement date to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants, with a three-level measurement hierarchy:

•Level 1: Quoted prices for identical instruments in active markets

•Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets

•Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable

The following tables present fair value information for assets and liabilities measured at fair value on a recurring basis:

March 31, 2024<br>(Dollars in millions) Total Level 1 Level 2 Level 3 Netting Adjustments(1)
Assets:
Trading assets:
U.S. Treasury $ 143 $ — $ 143 $ — $ —
GSE 42 — 42 — —
States and political subdivisions 761 — 761 — —
Corporate and other debt securities 1,940 — 1,940 — —
Loans 1,692 — 1,692 — —
Other 690 619 71 — —
Total trading assets 5,268 619 4,649 — —
AFS securities:
U.S. Treasury 9,020 — 9,020 — —
GSE 350 — 350 — —
Agency MBS – residential 51,150 — 51,150 — —
Agency MBS – commercial 2,208 — 2,208 — —
States and political subdivisions 419 — 419 — —
Non-agency MBS 2,884 — 2,884 — —
Other 19 — 19 — —
Total AFS securities 66,050 — 66,050 — —
LHFS at fair value 1,201 — 1,201 — —
Loans and leases 14 — — 14 —
Loan servicing rights at fair value 3,417 — — 3,417 —
Other assets:
Derivative assets 1,088 1,535 1,858 4 (2,309)
Equity securities 271 264 7 — —
Total assets $ 77,309 $ 2,418 $ 73,765 $ 3,435 $ (2,309)
Liabilities:
Interest-bearing deposits:
Brokered time deposits $ 23 $ — $ 23 $ — $ —
Short-term borrowings:
Securities sold short 2,034 110 1,924 — —
Other liabilities:
Derivative liabilities 2,990 826 4,729 25 (2,590)
Total liabilities $ 5,047 $ 936 $ 6,676 $ 25 $ (2,590)

Truist Financial Corporation 33

December 31, 2023<br>(Dollars in millions) Total Level 1 Level 2 Level 3 Netting Adjustments(1)
Assets:
Trading assets:
U.S. Treasury $ 144 $ — $ 144 $ — $ —
GSE 50 — 50 — —
States and political subdivisions 760 — 760 — —
Corporate and other debt securities 1,293 — 1,293 — —
Loans 1,575 — 1,575 — —
Other 510 461 49 — —
Total trading assets 4,332 461 3,871 — —
AFS securities:
U.S. Treasury 10,041 — 10,041 — —
GSE 362 — 362 — —
Agency MBS – residential 51,289 — 51,289 — —
Agency MBS – commercial 2,248 — 2,248 — —
States and political subdivisions 425 — 425 — —
Non-agency MBS 2,981 — 2,981 — —
Other 20 — 20 — —
Total AFS securities 67,366 — 67,366 — —
LHFS at fair value 852 — 852 — —
Loans and leases 15 — — 15 —
Loan servicing rights at fair value 3,378 — — 3,378 —
Other assets:
Derivative assets 951 956 1,867 5 (1,877)
Equity securities 360 245 115 — —
Total assets $ 77,254 $ 1,662 $ 74,071 $ 3,398 $ (1,877)
Liabilities:
Short-term borrowings:
Securities sold short $ 1,625 $ 185 $ 1,440 $ — $ —
Other liabilities:
Derivative liabilities 2,597 487 4,171 24 (2,085)
Total liabilities $ 4,222 $ 672 $ 5,611 $ 24 $ (2,085)

(1)Refer to “Note 16. Derivative Financial Instruments” for additional discussion on netting adjustments.

At March 31, 2024 and December 31, 2023, investments totaling $464 million and $459 million, respectively, have been excluded from the table above as they are valued based on net asset value as a practical expedient. These investments primarily consist of certain SBIC funds.

The following discussion focuses on the valuation techniques and significant inputs for brokered time deposit liabilities that are measured at fair value on a recurring basis. For additional information on the valuation techniques and significant inputs for Level 2 and Level 3 assets and liabilities that are measured at fair value on a recurring basis, see “Note 18. Fair Value Disclosures” of the Annual Report on Form 10-K for the year ended December 31, 2023.

Brokered time deposits: The Company has elected to measure certain CDs that contain embedded derivatives at fair value. This fair value election better aligns the economics of the CDs with the Company’s risk management strategies. The Company elects, on an instrument by instrument basis, whether a new issuance will be measured at fair value. The Company has classified CDs measured at fair value as level 2 instruments due to the Company’s ability to observe all significant inputs to model-derived valuations in active markets. The Company employs a discounted cash flow approach based on observable market interest rates for the term of the CD and an estimate of the Bank’s credit risk. For any embedded derivative features, the Company uses the same valuation methodologies as if the derivative were a standalone derivative, as discussed in the “Derivative assets and liabilities” section in “Note 18. Fair Value Disclosures” of the Annual Report on Form 10-K for the year ended December 31, 2023.

34 Truist Financial Corporation

Activity for Level 3 assets and liabilities is summarized below:

Three Months Ended March 31, 2024 and 2023 <br>(Dollars in millions) Loans and Leases Loan Servicing Rights Net Derivatives
Balance at January 1, 2023 $ 18 $ 3,758 $ (36)
Total realized and unrealized gains (losses):
Included in earnings — (5) (2)
Issuances — 48 (2)
Sales — (428) —
Settlements (1) (70) 22
Balance at March 31, 2023 $ 17 $ 3,303 $ (18)
Balance at January 1, 2024 $ 15 $ 3,378 $ (19)
Total realized and unrealized gains (losses):
Included in earnings — 82 (3)
Issuances — 32 (1)
Sales — (1) —
Settlements (1) (74) 2
Balance at March 31, 2024 $ 14 $ 3,417 $ (21)
Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at March 31, 2024 $ — $ 82 $ (9)
Primary income statement location of realized gains (losses) included in earnings Other income Mortgage banking income Mortgage banking income

Fair Value Option

The following table details the fair value and UPB of certain loans and time deposits that were elected to be measured at fair value:

March 31, 2024 December 31, 2023
(Dollars in millions) Fair Value UPB Difference Fair Value UPB Difference
Trading loans $ 1,692 $ 1,775 $ (83) $ 1,575 $ 1,664 $ (89)
Loans and leases 14 15 (1) 15 16 (1)
LHFS at fair value 1,201 1,185 16 852 828 24
Brokered time deposits 23 23 — — — —

Nonrecurring Fair Value Measurements

The following table provides information about certain assets measured at fair value on a nonrecurring basis still held as of period end. The carrying values represent end of period values, which approximate the fair value measurements that occurred on the various measurement dates throughout the period. These assets are considered to be Level 3 assets.

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Carrying value:
LHFS $ 8 $ 19
Loans and leases 659 840
Other 244 454

The following table provides information about valuation adjustments for certain assets measured at fair value on a nonrecurring basis. The valuation adjustments represent the amounts recorded during the period regardless of whether the asset is still held at period end.

Three Months Ended March 31,
(Dollars in millions) 2024 2023
Valuation adjustments:
LHFS $ (9) $ —
Loans and leases (272) (166)
Other (83) (44)

LHFS with valuation adjustments in the table above consisted primarily of residential mortgages and commercial loans that were valued using market prices and measured at LOCOM. The table above excludes $44 million and $409 million of LHFS carried at cost at March 31, 2024 and December 31, 2023, respectively, that did not require a valuation adjustment during the period. The remainder of LHFS is carried at fair value.

Truist Financial Corporation 35

Loans and leases consist of larger commercial loans and leases that are collateral-dependent and other secured loans and leases that have been charged-off to the fair value of the collateral. Valuation adjustments for loans and leases are primarily recorded in the Provision for credit losses in the Consolidated Statement of Income. Refer to “Note 1. Basis of Presentation” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional discussion of individually evaluated loans and leases.

Other includes foreclosed real estate, other foreclosed property, partnership investments, premises and equipment, OREO, and held for sale operating leases, and consists primarily of residential homes, commercial properties, vacant lots, and automobiles. Partnership investments are measured based on discounted expected future cash flows. The remaining assets are measured at LOCOM, less costs to sell.

Financial Instruments Not Recorded at Fair Value

For financial instruments not recorded at fair value, estimates of fair value are based on relevant market data and information about the instruments. Values obtained relate to trading without regard to any premium or discount that may result from concentrations of ownership, possible tax ramifications, estimated transaction costs that may result from bulk sales, or the relationship between various instruments.

An active market does not exist for certain financial instruments. Fair value estimates for these instruments are based on current economic conditions and interest rate risk characteristics, loss experience, and other factors. Many of these estimates involve uncertainties and matters of significant judgment and cannot be determined with precision. Therefore, the fair value estimates in many instances cannot be substantiated by comparison to independent markets. In addition, changes in assumptions could significantly affect these fair value estimates. Financial assets and liabilities not recorded at fair value are summarized below:

March 31, 2024 December 31, 2023
(Dollars in millions) Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value
Financial assets:
HTM securities Level 2 $ 53,369 $ 43,041 $ 54,107 $ 44,630
Loans and leases HFI, net of ALLL Level 3 302,407 294,759 307,248 300,830
Financial liabilities:
Time deposits Level 2 41,836 41,641 43,561 43,368
Long-term debt Level 2 39,071 38,759 38,918 38,353

The carrying value of the RUFC, which approximates the fair value of unfunded commitments, was $297 million and $295 million at March 31, 2024 and December 31, 2023, respectively.

36 Truist Financial Corporation

NOTE 16. Derivative Financial Instruments

Impact of Derivatives on the Consolidated Balance Sheets

The following table presents the gross notional amounts and estimated fair value of derivative instruments employed by the Company:

March 31, 2024 December 31, 2023
Notional Amount Fair Value Notional Amount Fair Value
(Dollars in millions) Assets Liabilities Assets Liabilities
Cash flow hedges:
Interest rate contracts:
Swaps hedging commercial loans $ 22,538 $ 1 $ — $ 17,673 $ — $ —
Fair value hedges:
Interest rate contracts:
Swaps hedging long-term debt 17,768 — — 14,268 — —
Swaps hedging AFS securities 25,043 — — 24,178 — —
Total 42,811 — — 38,446 — —
Not designated as hedges:
Client-related and other risk management:
Interest rate contracts:
Swaps 154,598 580 (2,219) 154,692 637 (1,926)
Options 31,272 81 (101) 34,593 114 (106)
Forward commitments 443 1 (5) 178 — (11)
Other 3,969 — — 3,033 — —
Equity contracts 42,080 1,828 (2,395) 39,561 1,164 (1,733)
Credit contracts:
Trading assets 560 — — 100 — —
Loans and leases 325 — — 225 — —
Risk participation agreements 7,627 — (2) 7,499 — (3)
Total return swaps 1,592 38 (11) 1,598 41 (7)
Foreign exchange contracts 25,169 211 (197) 24,480 256 (256)
Commodity 8,858 548 (537) 8,367 513 (503)
Total 276,493 3,287 (5,467) 274,326 2,725 (4,545)
Mortgage banking:
Interest rate contracts:
Swaps 137 — — 105 — —
Options 400 1 — 400 3 —
Interest rate lock commitments 1,316 4 (10) 746 5 (10)
When issued securities, forward rate agreements and forward commitments 2,049 10 (6) 1,438 12 (17)
Other 228 1 — 94 — —
Total 4,130 16 (16) 2,783 20 (27)
MSRs:
Interest rate contracts:
Swaps 18,492 1 — 15,252 — —
Options 15,002 86 (97) 14,854 75 (109)
When issued securities, forward rate agreements and forward commitments 1,497 6 — 933 8 —
Other 2,125 — — 1,692 — (1)
Total 37,116 93 (97) 32,731 83 (110)
Total derivatives not designated as hedges 317,739 3,396 (5,580) 309,840 2,828 (4,682)
Total derivatives $ 383,088 3,397 (5,580) $ 365,959 2,828 (4,682)
Gross amounts in the Consolidated Balance Sheets:
Amounts subject to master netting arrangements and exchange traded derivatives (1,704) 1,704 (1,268) 1,268
Cash collateral (received) posted for amounts subject to master netting arrangements (605) 886 (609) 817
Net amount $ 1,088 $ (2,990) $ 951 $ (2,597)

Truist Financial Corporation 37

The following table presents the offsetting of derivative instruments including financial instrument collateral related to legally enforceable master netting agreements and amounts held or pledged as collateral. U.S. GAAP does not permit netting of non-cash collateral balances in the Consolidated Balance Sheets:

March 31, 2024<br>(Dollars in millions) Gross Amount Amount Offset Net Amount in Consolidated Balance Sheets Held/Pledged Financial Instruments Net Amount
Derivative assets:
Derivatives subject to master netting arrangement or similar arrangement $ 1,784 $ (1,483) $ 301 $ — $ 301
Derivatives not subject to master netting arrangement or similar arrangement 78 — 78 — 78
Exchange traded derivatives 1,535 (826) 709 — 709
Total derivative assets $ 3,397 $ (2,309) $ 1,088 $ — $ 1,088
Derivative liabilities:
Derivatives subject to master netting arrangement or similar arrangement $ (3,954) $ 1,764 $ (2,190) $ 157 $ (2,033)
Derivatives not subject to master netting arrangement or similar arrangement (800) — (800) — (800)
Exchange traded derivatives (826) 826 — — —
Total derivative liabilities $ (5,580) $ 2,590 $ (2,990) $ 157 $ (2,833)
December 31, 2023<br>(Dollars in millions) Gross Amount Amount Offset Net Amount in Consolidated Balance Sheets Held/Pledged Financial Instruments Net Amount
Derivative assets:
Derivatives subject to master netting arrangement or similar arrangement $ 1,775 $ (1,392) $ 383 $ — $ 383
Derivatives not subject to master netting arrangement or similar arrangement 97 — 97 — 97
Exchange traded derivatives 956 (485) 471 — 471
Total derivative assets $ 2,828 $ (1,877) $ 951 $ — $ 951
Derivative liabilities:
Derivatives subject to master netting arrangement or similar arrangement $ (3,627) $ 1,600 $ (2,027) $ 151 $ (1,876)
Derivatives not subject to master netting arrangement or similar arrangement (568) — (568) — (568)
Exchange traded derivatives (487) 485 (2) — (2)
Total derivative liabilities $ (4,682) $ 2,085 $ (2,597) $ 151 $ (2,446)

The following table presents the carrying value of hedged items in fair value hedging relationships:

March 31, 2024 December 31, 2023
Hedge Basis Adjustment Hedge Basis Adjustment
(Dollars in millions) Hedged Asset / Liability Basis Items Currently Designated Discontinued Hedges Hedged Asset / Liability Basis Items Currently Designated Discontinued Hedges
AFS securities(1) $ 49,955 $ (433) $ (5) $ 51,782 $ 6 $ (5)
Loans and leases 320 — 7 322 — 7
Long-term debt 30,847 (469) (453) 27,572 (237) (475)

(1)The amortized cost of AFS securities was $58.7 billion at March 31, 2024 and $62.2 billion at December 31, 2023. Further, as of March 31, 2024, closed portfolios of securities hedged under the portfolio layer method have an amortized cost of $57.6 billion, of which $25.0 billion was designated as hedged. The remaining amount of amortized cost is from securities with terminated hedges where the basis adjustment is being amortized into earnings using the effective interest method over the contractual life of the security.

38 Truist Financial Corporation

Impact of Derivatives on the Consolidated Statements of Income and Comprehensive Income

Derivatives Designated as Hedging Instruments under GAAP

No portion of the change in fair value of derivatives designated as hedges has been excluded from effectiveness testing.

The following table summarizes amounts related to cash flow hedges, which consist of interest rate contracts:

Three Months Ended March 31,
(Dollars in millions) 2024 2023
Pre-tax gain (loss) recognized in OCI:
Commercial loans $ (303) $ 163
Pre-tax gain (loss) reclassified from AOCI into interest expense or interest income:
Commercial Loans (55) —

The following table summarizes the impact on net interest income related to fair value hedges:

Three Months Ended March 31,
(Dollars in millions) 2024 2023
Investment securities:
Amounts related to interest settlements $ 163 $ 76
Recognized on derivatives 442 (95)
Recognized on hedged items (436) 106
Net income (expense) recognized(1) 169 87
Loans and leases:
Recognized on hedged items (1) (1)
Long-term debt:
Amounts related to interest settlements (39) (46)
Recognized on derivatives (232) 156
Recognized on hedged items 211 (142)
Net income (expense) recognized (60) (32)
Net income (expense) recognized, total $ 108 $ 54

(1)Includes $9 million of income recognized for the three months ended March 31, 2024, respectively, and $10 million for the three months ended March 31, 2023, respectively, from securities with terminated hedges that were reclassified to HTM. The income recognized was offset by the amortization of the fair value mark.

Truist Financial Corporation 39

The following table presents information about the Company’s cash flow and fair value hedges:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Cash flow hedges:
Net unrecognized after-tax gain (loss) on active hedges recorded in AOCI $ (310) $ (106)
Net unrecognized after-tax gain (loss) on terminated hedges recorded in AOCI (to be recognized in earnings through 2029) (180) (194)
Estimated portion of net after-tax gain (loss) on active and terminated hedges to be reclassified from AOCI into earnings during the next 12 months (244) (203)
Maximum time period over which Truist is hedging a portion of the variability in future cash flows for forecasted transactions excluding those transactions relating to the payment of variable interest on existing instruments 5 years 5 years
Fair value hedges:
Unrecognized pre-tax net gain (loss) on terminated hedges(1) $ (51) $ (64)
Portion of pre-tax net gain (loss) on terminated hedges to be recognized as a change in interest during the next 12 months (70) (60)

(1)Includes deferred gains that are recorded in AOCI as a result of the reclassification to HTM of previously hedged securities of $404 million at March 31, 2024 and $413 million at December 31, 2023.

Derivatives Not Designated as Hedging Instruments under GAAP

The Company also enters into derivatives that are not designated as accounting hedges under GAAP to economically hedge certain risks as well as in a trading capacity with its clients.

The following table presents pre-tax gain (loss) recognized in income for derivative instruments not designated as hedges:

Three Months Ended March 31,
(Dollars in millions) Income Statement Location 2024 2023
Client-related and other risk management:
Interest rate contracts Investment banking and trading income and other income $ 39 $ 34
Foreign exchange contracts Investment banking and trading income and other income 65 (3)
Equity contracts Investment banking and trading income and other income (17) 2
Credit contracts Investment banking and trading income and other income (24) (33)
Commodity contracts Investment banking and trading income 2 10
Mortgage banking:
Interest rate contracts – residential Mortgage banking income (1) (1)
Interest rate contracts – commercial Mortgage banking income — 1
MSRs:
Interest rate contracts – residential Mortgage banking income (91) 1
Interest rate contracts – commercial Mortgage banking income (6) 3
Total $ (33) $ 14

40 Truist Financial Corporation

Credit Derivative Instruments

As part of the Company’s corporate and investment banking business, the Company enters into contracts that are, in form or substance, written guarantees; specifically, risk participations, TRS, and credit default swaps. The Company accounts for these contracts as derivatives.

Truist has entered into risk participation agreements to share the credit exposure with other financial institutions on client-related interest rate derivative contracts. Under these agreements, the Company has guaranteed payment to a dealer counterparty in the event the counterparty experiences a loss on the derivative due to a failure to pay by the counterparty’s client. The Company manages its payment risk on its risk participations by monitoring the creditworthiness of the underlying client through the normal credit review process that the Company would have performed had it entered into a derivative directly with the obligors. At March 31, 2024, the remaining terms on these risk participations ranged from less than one year to 13 years. The potential future exposure represents the Company’s maximum estimated exposure to written risk participations, as measured by projecting a maximum value of the guaranteed derivative instruments based on scenario simulations and assuming 100% default by all obligors on the maximum value.

The Company has also entered into TRS contracts on loans and bonds. To mitigate its credit risk, the Company typically receives initial margin from the counterparty upon entering into the TRS and variation margin if the fair value of the underlying reference assets deteriorates. For additional information on the Company’s TRS contracts, see “Note 14. Commitments and Contingencies.”

The Company enters into credit default swaps to hedge credit risk associated with certain loans and leases. The Company accounts for these contracts as derivatives, and accordingly, recognizes these contracts at fair value.

The following table presents additional information related to interest rate derivative risk participation agreements and total return swaps:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Risk participation agreements:
Maximum potential amount of exposure $ 471 $ 520
Total return swaps:
Cash and other collateral received 419 437

The following table summarizes collateral positions with counterparties:

(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Dealer and other counterparties:
Cash and other collateral received from counterparties $ 664 $ 609
Derivatives in a net gain position secured by collateral received 685 735
Unsecured positions in a net gain with counterparties after collateral postings 80 126
Cash collateral posted to counterparties 1,045 960
Derivatives in a net loss position secured by collateral 1,155 1,052
Central counterparties clearing:
Cash collateral, including initial margin, posted to central clearing parties 8 14
Derivatives in a net loss position — 8
Derivatives in a net gain position 7 2
Securities pledged to central counterparties clearing 1,058 1,249

Truist Financial Corporation 41

NOTE 17. Computation of EPS

Basic and diluted EPS calculations are presented in the following table:

Three Months Ended March 31,
(Dollars in millions, except per share data, shares in thousands) 2024 2023
Net income available to common shareholders from continuing operations $ 1,027 $ 1,307
Net income available to common shareholders from discontinued operations 64 103
Net income available to common shareholders $ 1,091 $ 1,410
Weighted average number of common shares 1,335,091 1,328,602
Effect of dilutive outstanding equity-based awards 11,813 10,878
Weighted average number of diluted common shares 1,346,904 1,339,480
Basic earnings from continuing operations $ 0.77 $ 0.98
Basic earnings from discontinued operations 0.05 0.08
Basic EPS $ 0.82 $ 1.06
Diluted earnings from continuing operations $ 0.76 $ 0.98
Diluted earnings from discontinued operations 0.05 0.07
Diluted EPS $ 0.81 $ 1.05
Anti-dilutive awards — 621

NOTE 18. Operating Segments

Effective January 1, 2024, several business activities were realigned reflecting updates to the Company’s operating structure. First, the CB&W segment was renamed CSBB and the C&CB segment was renamed WB. Second, the Wealth business was realigned into the WB segment from the CSBB segment, representing a separate reporting unit in that segment. Third, the small business banking client segmentation was realigned into the CSBB segment from the WB segment.

Following the segment realignment, Truist operates and measures business activity across two segments: CSBB and WB, with functional activities included in OT&C. The Company’s business segment structure is based on the manner in which financial information is evaluated by management as well as the products and services provided or the type of client served.

On February 20, 2024, the Company entered into an agreement to sell the remaining stake of the common equity in TIH to an investor group, representing substantially all of the Company’s IH segment, which represented a material strategic shift for the Company, and as a result, the Company recast results for all periods presented under the discontinued operations basis of presentation. On May 6, 2024, the Company completed the sale of its remaining equity interests in TIH. TIH was the principal legal entity of the IH segment. As the operations of TIH are now included in discontinued operations, the Company no longer presents the IH segment as one of its reportable segments. Refer to “Note 2. Discontinued Operations” for additional information related to discontinued operations.

Consumer and Small Business Banking

CSBB serves consumer and small businesses clients, providing deposits and payment services, credit cards, loans, mortgages, brokerage, and investment advisory services and insurance solutions through an extensive network of branches, ATMs, digital channels, contact centers, and other channels. Lending solutions include personal and unsecured loans originated through the branch network and digital channels; indirect lending services providing a comprehensive set of technology-enabled consumer lending solutions including point-of-sale offerings for autos, recreational vehicles, outdoor power sports, equipment, and home improvement; and real estate lending providing residential mortgages through its retail, direct, and correspondent channels, with the loans either sold in the secondary market, typically with servicing rights retained or held in the Company’s loan portfolio, and home equity loans delivered through the branch network. CSBB also serves as an entry point for clients to access services from other businesses.

Wholesale Banking

WB delivers a comprehensive suite of solutions to our commercial, corporate, institutional, real estate, and wealth clients bringing together a combination of both local and specialized industry expertise. This segment is focused on providing core banking, specialized lending, investment banking, capital markets, strategic advisory, market-making, asset management, trust, brokerage, and investment related services, as well as cash management and payment processing. Truist’s investment banking and corporate banking teams serve clients across the nation, while offering a unique, high-touch advisory approach through our industry experts. Truist’s wealth professionals provide investment advisory services, institutional investment management, full-service and online/discount brokerage products, family office services, as well as other wealth management disciplines.

42 Truist Financial Corporation

Other, Treasury & Corporate

OT&C includes management of the Company’s investment securities portfolio, long-term debt, derivative instruments used for balance sheet hedging, short-term liquidity and funding activities, balance sheet risk management and most real estate assets, as well as the Company’s functional activities such as finance, enterprise risk, legal, and enterprise technology and management, among others. Additionally, OT&C houses intercompany eliminations, including intersegment net referral fees and residual interest rate risk after segment allocations have taken place.

Truist promotes revenue growth through the Company’s Integrated Relationship Management approach, which is designed to deepen client relationships and bring the full breadth and depth of Truist’s products and services to meet clients’ financial needs. The objective is to provide Truist’s entire suite of products to its clients with the end goal of providing clients the best financial experience in the marketplace. Revenues of certain products and services are reflected in the results of the segment providing those products and services and are also allocated to CSBB and WB. These allocated revenues between segments are reflected as net referral fees in noninterest income and eliminated in OT&C.

The segment results are presented based on internal management methodologies that were designed to support these strategic objectives. Unlike financial accounting, there is no comprehensive authoritative body of guidance for management accounting equivalent to GAAP. The performance of the segments is not comparable with Truist’s consolidated results or with similar information presented by any other financial institution. Additionally, because of the interrelationships between the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.

Because business segment results are presented based on management accounting practices, the transition to the consolidated results prepared under U.S. GAAP creates certain differences, which are reflected as residuals in OT&C. Business segment reporting conventions include, but are not limited to, the items as detailed below.

Segment net interest income reflects matched maturity funds transfer pricing, which ascribes credits or charges based on the economic value or cost created by assets and liabilities of each segment. Residual differences between these credits and charges are captured in OT&C.

Noninterest income includes inter-segment referral fees, as well as federal and state tax credits that are grossed up on a pre-tax equivalent basis, related primarily to certain community development investments. Recoveries for these allocations are reported in OT&C.

Corporate expense allocations, including overhead or functional expenses that are not directly charged to the segments, are allocated to segments based on various drivers (number of FTEs, number of accounts, loan balances, net revenue, etc.). Recoveries for these allocations are reported in OT&C.

Provision for credit losses represents net charge-offs by segment combined with an allocation to the segments for the provision attributable to each segment’s quarterly change in the ALLL. Provision for income taxes is calculated using a blended income tax rate for each segment and includes reversals of the noninterest income tax adjustments described above. The difference between the calculated provision for income taxes at the segment level and the consolidated provision for income taxes is reported in OT&C.

The application and development of management reporting methodologies is an active process and undergoes periodic enhancements. The implementation of these enhancements to the internal management reporting methodology may materially affect the results disclosed for each segment, with no impact on consolidated results. When significant changes to management reporting methodologies take place, the impact of these changes is quantified and prior period information is revised as practicable.

Truist Financial Corporation 43

The following table presents results by segment:

Three Months Ended March 31,<br>(Dollars in millions) CSBB WB OT&C(1) Total
2024 2023 2024 2023 2024 2023 2024 2023
Net interest income (expense) $ 1,262 $ 1,689 $ 2,240 $ 2,221 $ (130) $ (43) $ 3,372 $ 3,867
Net intersegment interest income (expense) 1,341 1,001 (561) (389) (780) (612) — —
Segment net interest income 2,603 2,690 1,679 1,832 (910) (655) 3,372 3,867
Allocated provision for credit losses 303 270 198 235 (1) (3) 500 502
Segment net interest income after provision 2,300 2,420 1,481 1,597 (909) (652) 2,872 3,365
Noninterest income 494 544 985 960 (33) (83) 1,446 1,421
Amortization of intangibles 46 53 42 47 — — 88 100
Other noninterest expense 1,588 1,570 1,343 1,263 (66) 82 2,865 2,915
Income (loss) before income taxes from continuing operations 1,160 1,341 1,081 1,247 (876) (817) 1,365 1,771
Provision (benefit) for income taxes 280 318 205 260 (253) (217) 232 361
Segment net income (loss) from continuing operations $ 880 $ 1,023 $ 876 $ 987 $ (623) $ (600) $ 1,133 $ 1,410
Identifiable assets (period end) of continuing operations $ 143,132 $ 161,530 $ 209,604 $ 218,215 $ 174,451 $ 187,233 $ 527,187 $ 566,978

(1)Includes financial data from business units below the quantitative and qualitative thresholds requiring disclosure.

44 Truist Financial Corporation

NOTE 19. Subsequent Events

On May 6, 2024, the Company completed the sale of its remaining equity interests in TIH. The sale resulted in cash proceeds to Truist of approximately $10.1 billion after-tax, reflecting certain closing adjustments for cash, debt and debt-like items, including the settlement of certain previously granted TIH equity awards, working capital, transaction expenses and an investor return amount associated with the originally sold 20% stake. The transaction improves Truist’s relative capital position and allows Truist to maintain strategic flexibility. Upon closing, the transaction resulted in a full deconsolidation of the TIH subsidiary from Truist and resulted in an approximate after-tax gain of approximately $4.7 billion. Additionally, following the sale, Truist will retain the related postretirement benefit obligation for TIH employees, and will remeasure the postretirement benefit obligation of the plan in the second quarter of 2024. Refer to “Note 2. Discontinued Operations” for additional information related to discontinued operations.

Following the completion of the sale of TIH, Truist executed a strategic balance sheet repositioning of a portion of its AFS investment securities portfolio by selling $27.7 billion of lower-yielding investment securities, resulting in an after-tax loss of $5.1 billion in the second quarter of 2024. The investment securities that were sold had a book value of $34.4 billion and a weighted average book yield of 2.80% for the remainder of 2024 including the impact of hedges and based on the Federal Funds futures curve. Including the tax benefit, the repositioning generated $29.3 billion available for reinvestment.

Truist invested approximately $18.7 billion of the $39.4 billion available in shorter duration investment securities yielding 5.27%. The remaining $20.7 billion will be held in cash. The blended reinvestment rate on the new investment securities purchased and cash is 5.22% for the remainder of 2024 including the impact of hedges and based on the Federal Funds futures curve.

Truist Financial Corporation 45

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MD&A is intended to assist readers in their analysis of the accompanying Consolidated Financial Statements and supplemental financial information. It should be read in conjunction with the Consolidated Financial Statements, the accompanying Notes to the Consolidated Financial Statements in this Form 10-Q, other information contained in this document, as well as with Truist’s Annual Report on Form 10-K for the year ended December 31, 2023.

A description of certain factors that may affect our future results and risk factors is set forth in Part I, Item 1A-Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023.

Regulatory and Supervisory Considerations

We are subject to significant regulatory frameworks that affect the products and services that we may offer and the manner in which we may offer them, the risks that we may take, the ways in which we may operate, and the corporate and financial actions that we may take. We are also subject to direct supervision and periodic examinations by various governmental agencies and self-regulatory organizations that are charged with overseeing the kinds of business activities in which we engage. The regulatory and supervisory framework applicable to banking organizations is intended primarily for the protection of depositors and other customers, the DIF, the broader economy, and the stability of the U.S. financial system, rather than for the protection of shareholders and non-deposit creditors. In addition to banking laws and regulations, Truist is subject to various other laws and regulations, all of which directly or indirectly affect the operations and management of Truist and its ability to make distributions to shareholders. The descriptions below summarize certain updates to significant federal and state laws to which Truist is subject since the filing of the Annual Report on Form 10-K for the year ended December 31, 2023. These descriptions do not summarize all possible or proposed changes in laws or regulations and are not intended to be a substitute for the related statutes or regulatory provisions. Refer to “Regulatory and Supervisory Considerations” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional disclosures.

In November 2023, the FDIC issued a final rule to implement a special assessment to recoup losses to the DIF associated with bank failures in the first half of 2023. Under the rule, the assessment base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion of uninsured deposits. The special assessment for Truist is $582 million, with $507 million recognized in the fourth quarter of 2023 and an additional $75 million recognized in the first quarter of 2024 due to an increase in the estimated relevant losses to the DIF reported by the FDIC in February 2024. The ultimate amount of expenses associated with the special assessment will also be impacted by the finalization of the losses incurred by the FDIC in the resolutions of Silicon Valley Bank and Signature Bank, which could result in additional expense.

In March 2024, the FDIC released proposed revisions to its statement of policy on bank merger transactions. The proposal reflects regulatory, legislative, and industry changes since the statement of policy was last published for comment and amended, makes the statement more principles-based, communicates the FDIC Board’s expectations regarding the evaluation of merger applications filed under the Bank Merger Act, and describes the types of merger applications for which the FDIC is the responsible agency. We continue to evaluate the proposal and the potential impacts, if adopted as proposed, on the Company and Truist Bank.

The FRB’s capital plan rule provides that a BHC must update and resubmit its capital plan if the BHC determines there has been or will be a material change in its risk profile, financial condition, or corporate structure since it last submitted the capital plan. Truist determined that the sale of our remaining equity interests in TIH constitutes such a material change and, therefore, addressed the material change in our capital plan submitted in April 2024. The capital plan rule further provides that, upon the occurrence of an event requiring resubmission, a BHC may not make any capital distribution unless it has received prior approval of the FRB. Accordingly, Truist’s capital distributions are now subject to the prior approval of the FRB, pending the FRB's consideration of our capital plan and stress capital buffer requirement. Truist’s Board of Directors declared common and preferred stock dividends payable in June 2024, which have been approved by the FRB.

Executive Overview

We are pleased with the progress and momentum of our business in the first quarter of 2024. Our expense discipline was evident and reflects important decisions we made last year. Investments we have made in our investment banking business resulted in strong performance in improving markets. Loan demand was muted and deposit costs continue to be under pressure.

Asset quality metrics are normalizing but remain manageable as our nonperforming loans remained relatively stable on a linked-quarter basis and loan losses were within our expectations.

46 Truist Financial Corporation

Effective January 1, 2024, several business activities were realigned reflecting updates to the Company’s operating structure. First, the CB&W segment was renamed CSBB and the C&CB segment was renamed WB. Second, the Wealth business was realigned into the WB segment from the CSBB segment, representing a separate reporting unit in that segment. Third, the small business banking client segmentation was realigned into the CSBB segment from the WB segment.

Following the departure of our CIO in April 2024, we have appointed an interim CIO while our search for a permanent CIO continues. Our Interim CIO has 20 years of banking experience across risk management, commercial, consumer, operations, technology, and vertically integrated businesses. He oversees the provision of comprehensive technology, data, security, and information related platforms.

On May 6, 2024, we completed the sale of TIH previously announced on February 20, which strengthened our relative capital position, facilitated a balance sheet repositioning, and will allow Truist to provide even greater support to our core banking clients and evaluate a return of capital to shareholders via share buybacks later in 2024 depending upon market conditions and other factors. Financial information attributed to TIH has been reflected in discontinued operations for the periods presented within and, unless otherwise stated, the following discussion excludes amounts reported as discontinued operations. Refer to “Note 2. Discontinued Operations” for additional information.

Our strengthening capital position allows us to better weather any economic environment, and importantly, will enable us to be in a more offensive position with our core banking franchise. We are optimistic about our future as we operate Truist from this increased position of financial strength in some of the best markets in the country.

Financial Results

Net income available to common shareholders for the first quarter of 2024 of $1.1 billion was down 23% compared with the first quarter of 2023. On a diluted per common share basis, earnings for the first quarter of 2024 were $0.81, a decrease of $0.24, or 23%, compared to the first quarter of 2023. Truist’s results of operations for the first quarter of 2024 produced an annualized return on average assets of 0.91% and an annualized return on average common shareholders’ equity of 8.4% compared to prior year returns of 1.10% and 10.3%, respectively.

Net income from continuing operations was $1.1 billion for the first quarter of 2024, compared to $1.4 billion for the first quarter of 2023.

•Results from continuing operations for the first quarter of 2024 included restructuring charges of $51 million ($39 million after-tax, or $0.03 per share) and the FDIC special assessment of $75 million ($57 million after-tax, or $0.04 per share).

•Results from continuing operations for the first quarter of 2023 included restructuring charges of $56 million ($43 million after-tax, or $0.03 per share).

Net income from discontinued operations was $67 million for the first quarter of 2024, compared to $105 million for the first quarter of 2023.

•Results from discontinued operations for the first quarter of 2024 included the accelerated recognition of TIH equity compensation expense for certain event-driven awards of $89 million ($68 million after tax, or $0.05 per share), and restructuring charges of $19 million ($14 million after-tax, or $0.01 per share).

Taxable-equivalent net interest income for the first quarter of 2024 was down $493 million, or 13%, compared to the first quarter of 2023 primarily due to higher funding costs and lower earning assets. Net interest margin was 2.89%, down 28 basis points.

•The yield on the average total loan portfolio was 6.38%, up 57 basis points, primarily reflecting higher market interest rates. The yield on the average securities portfolio was 2.46%, up 32 basis points.

•The average cost of total deposits was 2.03%, up 91 basis points. The average cost of short-term borrowings was 5.62%, up 93 basis points. The average cost of long-term debt was 4.74%, up 69 basis points. The increase in rates on deposits and other funding sources was largely attributable to the higher rate environment.

Noninterest income was up $25 million, or 1.8%, compared to the first quarter of 2023 due to higher investment banking and trading income and higher other income, partially offset by lower mortgage banking income and service charges on deposits.

Noninterest expense was down $62 million, or 2.1%, compared to the first quarter of 2023 due to lower other expense and personnel expense, partially offset by the FDIC special assessment (regulatory costs) of $75 million. Adjusted noninterest expenses, which exclude the FDIC special assessment, restructuring charges, and the amortization of intangibles, decreased $120 million, or 4.2%, compared to the earlier quarter.

The effective tax rate for the first quarter of 2024 decreased compared to the first quarter of 2023 primarily due to a decrease in the full year forecasted pre-tax earnings.

Truist Financial Corporation 47

An increase in the loan loss reserve reflects normalization of asset quality.

•Nonperforming loans and leases held for investment were 0.45% of loans and leases held for investment at March 31, 2024, up one basis point compared to December 31, 2023.

•The allowance for credit losses was $5.1 billion and includes $4.8 billion for the allowance for loan and lease losses and $297 million for the reserve for unfunded commitments. The ALLL ratio was 1.56%, up two basis points compared with December 31, 2023.

•The provision for credit losses was $500 million compared to $502 million for the first quarter of 2023.

•The net charge-off ratio was 64 basis points, up 27 basis points compared to the first quarter of 2023 due to higher net charge-offs in the CRE, other consumer, credit card, and indirect auto portfolios.

Capital remained strong during the first quarter of 2024.

•Truist’s CET1 ratio was 10.1% as of March 31, 2024, flat compared to December 31, 2023 as organic capital generation and RWA optimization were partially offset by the CECL phase-in.

•Truist declared common dividends of $0.52 per share during the first quarter of 2024. The dividend payout ratio for the first quarter of 2024 was 64%. Truist did not repurchase any shares in the first quarter of 2024.

•Truist’s average consolidated LCR was 115% for the three months ended March 31, 2024, compared to the regulatory minimum of 100%.

On May 6, 2024, the Company completed the sale of its remaining equity interests in TIH. The sale resulted in after-tax cash proceeds to Truist of approximately $10.1 billion, reflecting certain closing adjustments for cash, debt and debt-like items, including the settlement of certain previously granted TIH equity awards, working capital, transaction expenses and an investor return amount associated with the originally sold 20% stake. The transaction improves Truist’s relative capital position and allows Truist to maintain strategic flexibility. Upon closing, the transaction resulted in a full deconsolidation of the TIH subsidiary from Truist and resulted in an approximate after-tax gain of approximately $4.7 billion. Additionally, following the sale, Truist will retain the related postretirement benefit obligation for TIH employees, and will remeasure the postretirement benefit obligation of the plan in the second quarter of 2024. Refer to “Note 2. Discontinued Operations” for additional information related to discontinued operations.

Following the completion of the sale of TIH, Truist executed a strategic balance sheet repositioning of a portion of its AFS investment securities portfolio by selling $27.7 billion of lower-yielding investment securities, resulting in an after-tax loss of $5.1 billion in the second quarter of 2024. The investment securities that were sold had a book value of $34.4 billion and a weighted average book yield of 2.80% for the remainder of 2024 including the impact of hedges and based on the Federal Funds futures curve. Including the tax benefit, the repositioning generated $29.3 billion available for reinvestment.

Truist invested approximately $18.7 billion of the $39.4 billion available in shorter duration investment securities yielding 5.27%. The remaining $20.7 billion will be held in cash. The blended reinvestment rate on the new investment securities purchased and cash is 5.22% for the remainder of 2024 including the impact of hedges and based on the Federal Funds futures curve.

Analysis of Results of Operations

Net Interest Income and NIM

Taxable-equivalent net interest income for the first quarter of 2024 was down $493 million, or 13%, compared to the first quarter of 2023 primarily due to higher funding costs and lower earning assets. Net interest margin was 2.89%, down 28 basis points.

•Average earning assets decreased $22.6 billion, or 4.5%, primarily due to declines in average total loans of $18.1 billion, or 5.5%, and a decrease in average securities of $9.3 billion, or 6.6%, partially offset by growth in other earning assets of $5.4 billion, or 21%, primarily due to an increase in balances held at the Federal Reserve to support liquidity.

•The yield on the average total loan portfolio was 6.38%, up 57 basis points, primarily reflecting higher market interest rates. The yield on the average securities portfolio was 2.46%, up 32 basis points.

•Average deposits decreased $19.4 billion, or 4.7%, average short-term borrowings increased $2.2 billion, or 9.0%, and average long-term debt decreased $10.3 billion, or 20%.

•The average cost of total deposits was 2.03%, up 91 basis points. The average cost of short-term borrowings was 5.62%, up 93 basis points. The average cost of long-term debt was 4.74%, up 69 basis points. The increase in rates on deposits and other funding sources was largely attributable to the higher rate environment.

The major components of net interest income and the related annualized yields as well as the variances between the periods caused by changes in interest rates versus changes in volumes are summarized below.

48 Truist Financial Corporation

Table 1: Taxable-Equivalent Net Interest Income and Rate / Volume Analysis
Three Months Ended March 31,<br>(Dollars in millions) Average Balances(1) Annualized Yield/Rate(2) Income/Expense Incr.<br>(Decr.) Change due to
2024 2023 2024 2023 2024 2023 Rate Volume
Assets
AFS and HTM securities at amortized cost:
U.S. Treasury $ 9,853 $ 11,117 1.49 % 1.07 % $ 37 $ 30 $ 7 $ 11 $ (4)
GSE 389 335 3.40 2.86 3 2 1 1 —
Agency MBS 116,946 124,746 2.51 2.23 735 694 41 85 (44)
States and political subdivisions 421 425 4.15 4.07 4 4 — — —
Non-agency MBS 3,645 3,907 2.98 2.34 27 23 4 6 (2)
Other 19 21 5.35 5.30 — — — — —
Total securities 131,273 140,551 2.46 2.14 806 753 53 103 (50)
Interest earning trading assets 4,845 5,462 6.50 6.09 79 83 (4) 5 (9)
Other earning assets(3) 30,567 25,166 5.74 4.73 436 294 142 71 71
Loans and leases, net of unearned income:
Commercial and industrial 158,385 165,095 6.53 5.98 2,572 2,436 136 233 (97)
CRE 22,400 22,689 6.95 6.32 389 355 34 39 (5)
Commercial Construction 7,134 5,863 7.83 7.14 137 101 36 11 25
Residential mortgage 55,070 56,422 3.84 3.73 528 526 2 15 (13)
Home equity 9,930 10,735 7.92 6.80 196 180 16 29 (13)
Indirect auto 22,374 27,743 6.69 5.82 372 398 (26) 56 (82)
Other consumer 28,285 27,559 7.98 6.76 561 459 102 89 13
Student — 5,129 — 7.04 — 89 (89) — (89)
Credit card 4,923 4,785 11.96 11.43 146 136 10 6 4
Total loans and leases HFI 308,501 326,020 6.38 5.81 4,901 4,680 221 478 (257)
LHFS 925 1,527 6.38 6.71 15 25 (10) (1) (9)
Total loans and leases 309,426 327,547 6.38 5.81 4,916 4,705 211 477 (266)
Total earning assets 476,111 498,726 5.26 4.73 6,237 5,835 402 656 (254)
Nonearning assets 47,307 53,598
Assets of discontinued operations 7,584 7,303
Total assets $ 531,002 $ 559,627
Liabilities and Shareholders’ Equity
Interest-bearing deposits:
Interest-checking $ 103,537 $ 108,886 2.65 1.60 684 430 254 276 (22)
Money market and savings 134,696 139,802 2.49 1.38 832 476 356 374 (18)
Time deposits 41,937 28,671 4.30 3.10 448 219 229 104 125
Total interest-bearing deposits 280,170 277,359 2.82 1.64 1,964 1,125 839 754 85
Short-term borrowings 26,230 24,056 5.62 4.69 366 278 88 60 28
Long-term debt 40,721 51,057 4.74 4.05 482 514 (32) 80 (112)
Total interest-bearing liabilities 347,121 352,472 3.26 2.20 2,812 1,917 895 894 1
Noninterest-bearing deposits 108,888 131,099
Other liabilities 12,885 11,225
Liabilities of discontinued operations 3,097 2,754
Shareholders’ equity 59,011 62,077
Total liabilities and shareholders’ equity $ 531,002 $ 559,627
Average interest-rate spread 2.00 % 2.53 %
NIM/net interest income - taxable equivalent 2.89 % 3.17 % $ 3,425 $ 3,918 $ (493) $ (238) $ (255)
Taxable-equivalent adjustment $ 53 $ 51
Memo: Total deposits $ 389,058 $ 408,458 2.03 % 1.12 % $ 1,964 $ 1,125 $ 839

(1)Represents daily average balances. Excludes basis adjustments for fair value hedges.

(2)Yields are stated on a TE basis utilizing federal tax rate. The change in interest not solely due to changes in rate or volume has been allocated based on the pro-rata absolute dollar amount of each. Interest income includes certain fees, deferred costs, and dividends.

(3)Includes cash equivalents, interest-bearing deposits with banks, FHLB stock, and other earning assets.

Truist Financial Corporation 49

Provision for Credit Losses

The provision for credit losses was $500 million compared to $502 million for the first quarter of 2023.

•The current quarter provision expense was relatively flat compared to the first quarter of 2023.

•The net charge-off ratio was up compared to the first quarter of 2023 driven by higher net charge-offs in the CRE, other consumer, credit card, and indirect auto portfolios.

Refer to “Note 5. Loans and ACL” for additional discussion of the ACL.

Noninterest Income

Noninterest income is a significant contributor to Truist’s financial results. Management focuses on diversifying its sources of revenue to reduce Truist’s reliance on traditional spread-based interest income, as certain fee-based activities are a relatively stable revenue source during periods of changing interest rates. The following table provides a breakdown of Truist’s noninterest income:

Table 2: Noninterest Income
Three Months Ended March 31, % Change
(Dollars in millions) 2024 2023 2024 vs. 2023
Wealth management income $ 356 $ 339 5.0 %
Investment banking and trading income 323 261 23.8
Card and payment related fees 224 230 (2.6)
Service charges on deposits 225 250 (10.0)
Mortgage banking income 97 142 (31.7)
Lending related fees 96 106 (9.4)
Operating lease income 59 67 (11.9)
Other income 66 26 153.8
Total noninterest income $ 1,446 $ 1,421 1.8

Noninterest income was up $25 million, or 1.8%, compared to the first quarter of 2023 due to higher investment banking and trading income and higher other income, partially offset by lower mortgage banking income and service charges on deposits.

•Investment banking and trading income increased due to higher merger and acquisition fees and higher equity and bond origination fees.

•Other income increased due to higher income from investments held for certain post-retirement benefits (which is primarily offset by higher personnel expense), partially offset by lower income from certain equity investments.

•Mortgage banking income decreased due to a gain on the sale of a servicing portfolio in the prior year, partially offset by mortgage servicing rights valuation adjustments in the prior year.

•Service charges on deposits decreased primarily due to reduced overdraft fees as a result of continued growth of Truist One Banking.

Noninterest Expense

The following table provides a breakdown of Truist’s noninterest expense:

Table 3: Noninterest Expense
Three Months Ended March 31, % Change
(Dollars in millions) 2024 2023 2024 vs. 2023
Personnel expense $ 1,630 $ 1,668 (2.3) %
Professional fees and outside processing 278 287 (3.1)
Software expense 224 200 12.0
Net occupancy expense 160 169 (5.3)
Amortization of intangibles 88 100 (12.0)
Equipment expense 88 102 (13.7)
Marketing and customer development 56 68 (17.6)
Operating lease depreciation 40 46 (13.0)
Regulatory costs 152 75 102.7
Restructuring charges 51 56 (8.9)
Other expense 186 244 (23.8)
Total noninterest expense $ 2,953 $ 3,015 (2.1)

50 Truist Financial Corporation

Noninterest expense was down $62 million, or 2.1%, compared to the first quarter of 2023 due to lower other expense and personnel expense, partially offset by the FDIC special assessment (regulatory costs) of $75 million. Adjusted noninterest expenses, which exclude the FDIC special assessment, restructuring charges, and the amortization of intangibles, decreased $120 million, or 4.2%, compared to the earlier quarter.

•Other expense decreased primarily due to lower pension expense and operating losses.

•Personnel expense decreased due to lower headcount, partially offset by higher other post-retirement benefit expense (which is almost entirely offset by higher other income).

Restructuring Charges

The following table presents a summary of restructuring charges and the related accruals. The 2024 restructuring costs predominately reflect various initiatives, including costs for severance and other benefits and costs related to exiting facilities.

Table 4: Restructuring Accrual Activity
(Dollars in millions) Accrual at Jan 1, 2024 Expense Utilized Accrual at Mar 31, 2024
Severance and personnel-related $ 8 $ 30 $ (33) $ 5
Occupancy and equipment — 21 (21) —
Total $ 8 $ 51 $ (54) $ 5

Provision for Income Taxes

For the three months ended March 31, 2024 and 2023, the provision for income taxes from continuing operations was $232 million and $361 million, respectively, representing effective tax rates of 17.0% and 20.4%, respectively. The effective tax rate for the first quarter of 2024 decreased compared to the first quarter of 2023 primarily due to a decrease in the full year forecasted pre-tax earnings.

Segment Results

Truist operates and measures business activity across two segments: CSBB and WB, with functional activities included in OT&C. The Company’s business segment structure is based on the manner in which financial information is evaluated by management as well as the products and services provided or the type of client served.

Effective January 1, 2024, several business activities were realigned reflecting updates to the Company’s operating structure. First, the CB&W segment was renamed CSBB and the C&CB segment was renamed WB. Second, the Wealth business was realigned into the WB segment from the CSBB segment, representing a separate reporting unit in that segment. Third, the small business banking client segmentation was realigned into the CSBB segment from the WB segment.

On February 20, 2024, the Company entered into an agreement to sell the remaining stake of the common equity in TIH to an investor group, representing substantially all of the Company’s IH segment, which represented a material strategic shift for the Company, and as a result, the Company recast results for all periods presented under the discontinued operations basis of presentation. On May 6, 2024, the Company completed the sale of its remaining equity interests in TIH. TIH was the principal legal entity of the IH segment. As the operations of TIH are now included in discontinued operations, the Company no longer presents the IH segment as one of its reportable segments. Refer to “Note 2. Discontinued Operations” for additional information related to discontinued operations.

Table 5: Net Income from Continuing Operations by Reportable Segment
Three Months Ended March 31, % Change
(Dollars in millions) 2024 2023 2024 vs. 2023
Consumer and Small Business Banking $ 880 $ 1,023 (14.0) %
Wholesale Banking 876 987 (11.2)
Other, Treasury & Corporate (623) (600) 3.8
Truist Financial Corporation $ 1,133 $ 1,410 (19.6)

Consumer and Small Business Banking

CSBB net income was $880 million for the first quarter of 2024, a decrease of $143 million compared to the first quarter of 2023.

•Segment net interest income decreased $87 million primarily driven by lower deposit and loan balances, partially offset by higher funding credit on deposits and one extra day in the current period.

Truist Financial Corporation 51

•The provision for credit losses increased $33 million reflecting higher charge offs in the other consumer and indirect auto portfolios, partially offset by an allowance release in the current quarter and an allowance build in the earlier quarter.

•Noninterest income decreased $50 million compared to the earlier quarter primarily due to lower residential mortgage income and decreased service charges on deposits.

•Noninterest expense increased $11 million compared to the earlier quarter driven by higher operations support expenses, corporate technology costs and the FDIC special assessment, partially offset by lower salaries expense and operating charge-offs.

CSBB average loans and leases held for investment decreased $12.6 billion, or 9.2%, for the first quarter of 2024 compared to the first quarter of 2023, primarily driven by a decrease in indirect auto balances, the sale of the student loan portfolio at the end of the second quarter of 2023, and decreases in residential mortgage as well as decreases in small business loans, partially offset by increases in the outdoor power sports, equipment, and home improvement balances.

CSBB average total deposits decreased $7.3 billion, or 3.3%, for the first quarter of 2024 compared to the first quarter of 2023, primarily driven by decreases in interest checking, noninterest-bearing deposits, and money market and savings, partially offset by an increase in time deposits.

Wholesale Banking

WB net income was $876 million for the first quarter of 2024, a decrease of $111 million compared to the first quarter of 2023.

•Segment net interest income decreased $153 million primarily due to lower deposit and loan balances combined with higher cost of deposits, partially offset by favorable loan spreads.

•The provision for credit losses decreased $37 million which reflects a lower allowance build in the current quarter compared to the earlier quarter, partially offset by higher commercial and industrial loan charge offs.

•Noninterest income increased $25 million compared to the earlier quarter primarily due to higher income from merger and acquisition activity and higher equity and bond origination fees, partially offset by lower income from strategic investments and commercial mortgage lending.

•Noninterest expense increased $75 million compared to the earlier quarter primarily due to the FDIC special assessment as well as higher corporate technology costs and operations support expenses, partially offset by lower personnel expense and restructuring charges.

WB average loans held for investment decreased $4.9 billion, or 2.6%, for the first quarter of 2024 compared to the first quarter of 2023, primarily due to decreases in commercial and industrial loans.

WB average total deposits decreased $17.7 billion, or 11%, for the first quarter of 2024 compared to the first quarter of 2023, primarily due to declines in average noninterest-bearing deposits, money market and savings, and interest checking.

Other, Treasury & Corporate

OT&C generated a net loss of $623 million in the first quarter of 2024, compared to a net loss of $600 million in the first quarter of 2023.

•Segment net interest income decreased $255 million primarily due to funding credit on deposits to other segments and higher rates on Treasury funding, partially offset by funding charges primarily on loans to other segments.

•Noninterest income increased $50 million primarily due to higher income from investments held for certain post-retirement benefits (which is more than offset by higher personnel expense).

•Noninterest expense decreased $148 million compared to the earlier quarter primarily due to credit from other segments for operations support expenses and corporate technology project support, partially offset by higher other post-retirement benefit expense (which is almost entirely offset by higher other income).

Analysis of Financial Condition

Investment Activities

The securities portfolio totaled $119.4 billion at March 31, 2024, compared to $121.5 billion at December 31, 2023. U.S. Treasury, GSE, and Agency MBS represents 97% of the total securities portfolio as of March 31, 2024 and December 31, 2023. While the overwhelming majority of the portfolio remains in agency MBS securities, the Company also holds AAA rated non-agency MBS as the risk adjusted returns for these securities are more attractive than agency MBS.

52 Truist Financial Corporation

•The decrease in 2024 includes paydowns and maturities of $4.7 billion as well as a decrease in the fair value of AFS securities, partially offset by $3.8 billion in purchases.

•As of March 31, 2024, 40% of the investment securities portfolio was classified as held-to-maturity based on amortized cost, excluding portfolio level basis adjustments.

•As of March 31, 2024, approximately 5.6% of the securities portfolio was variable rate, excluding the impact of swaps, compared to 5.7% as of December 31, 2023.

•The effective duration of the AFS securities portfolio was 6.0 years at March 31, 2024 and 6.1 years at December 31, 2023, excluding the impact of swaps, or 3.9 years at March 31, 2024 and 4.0 years at December 31, 2023, including the impact of swaps. The effective duration of the HTM securities portfolio was 7.1 years at March 31, 2024 and 7.3 years at December 31, 2023.

Lending Activities

The following table presents the composition of average loans and leases:

Table 6: Average Loans and Leases
Three Months Ended
(Dollars in millions) Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023
Commercial:
Commercial and industrial $ 158,385 $ 160,278 $ 164,022 $ 166,588 $ 165,095
CRE 22,400 22,755 22,812 22,706 22,689
Commercial construction 7,134 6,515 6,194 5,921 5,863
Consumer:
Residential mortgage 55,070 55,658 56,135 56,320 56,422
Home equity 9,930 10,104 10,243 10,478 10,735
Indirect auto 22,374 23,368 24,872 26,558 27,743
Other consumer 28,285 28,913 28,963 28,189 27,559
Student — — — 4,766 5,129
Credit card 4,923 4,996 4,875 4,846 4,785
Total average loans and leases HFI $ 308,501 $ 312,587 $ 318,116 $ 326,372 $ 326,020

Average loans held for investment decreased $4.1 billion, or 1.3%, compared to the prior quarter.

•Average commercial loans decreased 0.9% due to a decline in the commercial and industrial portfolio.

•Average consumer loans decreased 2.0% due to declines across all portfolios.

At March 31, 2024 and December 31, 2023, 54% and 53%, respectively, of loans and leases HFI were variable rate.

Truist Financial Corporation 53

Asset Quality

The following tables summarize asset quality information:

Table 7: Asset Quality
(Dollars in millions) Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023
NPAs:
NPLs:
Commercial and industrial $ 512 $ 470 $ 561 $ 562 $ 394
CRE 261 284 289 275 117
Commercial construction 23 24 29 16 1
Residential mortgage 151 153 132 221 233
Home equity 130 122 123 129 132
Indirect auto 256 268 266 262 270
Other consumer 61 59 52 46 45
Total NPLs HFI 1,394 1,380 1,452 1,511 1,192
Loans held for sale 22 51 75 13 —
Total nonaccrual loans and leases 1,416 1,431 1,527 1,524 1,192
Foreclosed real estate 4 3 3 3 3
Other foreclosed property 56 54 54 56 66
Total nonperforming assets $ 1,476 $ 1,488 $ 1,584 $ 1,583 $ 1,261
Loans 90 days or more past due and still accruing:
Commercial and industrial $ 12 $ 7 $ 15 $ 36 $ 35
Commercial construction — 1 — 5 —
Residential mortgage – government guaranteed 408 418 456 541 649
Residential mortgage – nonguaranteed 33 21 30 23 25
Home equity 10 11 9 7 10
Indirect auto 1 2 1 — —
Other consumer 18 21 16 12 10
Student – government guaranteed — — — — 590
Student – nonguaranteed — — — — 4
Credit card 56 53 47 38 38
Total loans 90 days or more past due and still accruing $ 538 $ 534 $ 574 $ 662 $ 1,361
Loans 30-89 days past due and still accruing:
Commercial and industrial $ 158 $ 230 $ 98 $ 142 $ 125
CRE 21 5 28 38 34
Commercial construction — — 1 6 3
Residential mortgage – government guaranteed 286 326 293 267 232
Residential mortgage – nonguaranteed 352 313 270 254 259
Home equity 59 70 61 56 65
Indirect auto 540 669 598 549 511
Other consumer 226 271 219 175 164
Student – government guaranteed — — — — 350
Student – nonguaranteed — — — — 6
Credit card 74 87 68 63 56
Total loans 30-89 days past due and still accruing $ 1,716 $ 1,971 $ 1,636 $ 1,550 $ 1,805

Nonperforming assets totaled $1.5 billion at March 31, 2024, down slightly compared to December 31, 2023, due to declines in LHFS and the CRE and indirect auto portfolios, partially offset by an increase in the commercial and industrial portfolio. Nonperforming loans and leases held for investment were 0.45% of loans and leases held for investment at March 31, 2024, up one basis point compared to December 31, 2023.

Loans 90 days or more past due and still accruing totaled $538 million at March 31, 2024, up one basis point as a percentage of loans and leases compared with the prior quarter. Excluding government guaranteed loans, the ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.04% at March 31, 2024, unchanged from December 31, 2023.

Loans 30-89 days past due and still accruing of $1.7 billion at March 31, 2024 were down $255 million, or seven basis points as a percentage of loans and leases, compared to the prior quarter due to decreases in the indirect auto, commercial and industrial, and other consumer portfolios.

54 Truist Financial Corporation

Problem loans include NPLs and loans that are 90 days or more past due and still accruing as disclosed in Table 7. In addition, for the commercial portfolio segment, loans that are rated special mention or substandard performing are closely monitored by management as potential problem loans. Refer to “Note 5. Loans and ACL” for the amortized cost basis of loans by origination year and credit quality indicator as well as additional disclosures related to NPLs.

Table 8: Asset Quality Ratios
Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023
Loans 30-89 days past due and still accruing as a percentage of loans and leases HFI 0.56 % 0.63 % 0.52 % 0.48 % 0.55 %
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI 0.18 0.17 0.18 0.21 0.42
NPLs as a percentage of loans and leases HFI 0.45 0.44 0.46 0.47 0.36
NPLs as a percentage of total loans and leases(1) 0.46 0.46 0.48 0.47 0.36
NPAs as a percentage of:
Total assets(1) 0.28 0.28 0.29 0.29 0.22
Loans and leases HFI plus foreclosed property 0.47 0.46 0.48 0.49 0.38
ALLL as a percentage of loans and leases HFI 1.56 1.54 1.49 1.43 1.37
Ratio of ALLL to NPLs 3.4x 3.5x 3.2x 3.0x 3.8x
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI, excluding government guaranteed(2) 0.04 % 0.04 % 0.04 % 0.04 % 0.04 %

(1)Includes LHFS.

(2)This asset quality ratio has been adjusted to remove the impact of government guaranteed loans. Management believes the inclusion of such assets in this asset quality ratio results in distortion of this ratio because collection of principal and interest is reasonably assured, or the ratio might not be comparable to other periods presented or to other portfolios that do not have government guarantees.

Table 9: Asset Quality Ratios (Continued)
Three Months Ended
Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023
Net charge-offs as a percentage of average loans and leases HFI:
Commercial:
Commercial and industrial 0.17 % 0.23 % 0.17 % 0.23 % 0.15 %
CRE 1.73 0.83 1.31 0.62 0.09
Commercial construction (0.02) 0.22 (0.03) (0.02) (0.04)
Consumer:
Residential mortgage — (0.01) 0.05 (0.01) —
Home equity (0.08) (0.12) (0.10) (0.12) (0.15)
Indirect auto 2.26 2.19 1.75 1.28 1.47
Other consumer 1.96 1.74 1.37 1.20 1.29
Student — — — 8.67 0.42
Credit card 5.54 4.38 3.78 3.66 3.54
Total 0.64 0.57 0.51 0.54 0.37
Ratio of ALLL to net charge-offs 2.4x 2.7x 2.9x 2.6x 3.7x

Ratios are annualized, as applicable.

The following table presents activity related to NPAs:

Table 10: Rollforward of NPAs
(Dollars in millions) 2024 2023
Balance, January 1 $ 1,488 $ 1,250
New NPAs 831 621
Advances and principal increases 190 214
Disposals of foreclosed assets(1) (157) (147)
Disposals of NPLs(2) (91) (3)
Charge-offs and losses (367) (204)
Payments (337) (306)
Transfers to performing status (61) (160)
Other, net (20) (4)
Ending balance, March 31 $ 1,476 $ 1,261

(1)Includes charge-offs and losses recorded upon sale of $66 million and $42 million for the three months ended March 31, 2024 and 2023, respectively.

(2)Includes gains, net of charge-offs and losses recorded upon sale of $4 million and $5 million for the three months ended March 31, 2024 and 2023, respectively.

Truist Financial Corporation 55

Commercial Credit Concentrations

Truist has established the following general practices to manage commercial credit risk:

•limiting the amount of credit that Truist may extend to a borrower;

•establishing a process for credit approval accountability;

•initial underwriting and analysis of borrower, transaction, market, and collateral risks;

•ongoing servicing and monitoring of individual loans and lending relationships;

•continuous monitoring of the portfolio, market dynamics, and the economy; and

•periodically reevaluating the Company’s strategy and overall exposure as economic, market, and other relevant conditions change.

Truist continuously monitors various segments of its credit portfolios to assess potential concentration risks. Management is actively involved in the credit approval and review process, and risk acceptance criteria are adjusted as needed to reflect the Company’s risk appetite. Consistent with established risk management objectives, the Company utilizes various risk mitigation techniques, including collecting collateral and security interests, obtaining guarantees, and, to a limited extent, through the purchase of credit loss protection via third party insurance and/or use of credit derivatives such as credit default swaps.

In the commercial portfolio, risk concentrations are evaluated regularly on both an aggregate portfolio level and on an individual client basis. The Company manages its commercial exposure through portfolio targets, limits, and transactional risk acceptance criteria as well as other techniques, including but not limited to, loan syndications/participations, loan sales, collateral, structure, covenants, and other risk reduction techniques.

The following tables provide industry distribution by major types of commercial credit exposure and the geographical distribution of commercial exposures. Industry classification for commercial and industrial loans is based on the North American Industry Classification System. Commercial real estate loans are classified based on type of property. For the geographic disclosures, amounts are generally assigned to a state based on the physical billing address of the client or physical property address.

56 Truist Financial Corporation

Table 11: Commercial and Industrial Portfolio Industry and Geography
March 31, 2024 December 31, 2023
(Dollars in millions) LHFI % of Total NPL LHFI % of Total NPL
Industry:
Manufacturing $ 14,598 9.3 % $ 104 $ 14,418 9.0 % $ 65
Finance and insurance 13,927 8.8 35 15,526 9.7 40
Health care and social assistance 12,951 8.2 136 12,997 8.1 46
Real estate and rental and leasing 12,446 7.9 8 12,663 7.9 16
Retail trade 12,339 7.8 85 12,740 7.9 89
Public administration 9,721 6.2 — 9,802 6.1 —
Information 8,363 5.3 1 8,346 5.2 —
Wholesale trade 7,963 5.1 2 8,263 5.1 3
Transportation and warehousing 5,612 3.6 17 5,703 3.5 8
Educational services 4,844 3.1 30 5,151 3.2 31
Professional, scientific, and technical services 4,351 2.8 12 4,445 2.8 26
Utilities 4,172 2.6 — 4,555 2.8 —
Administrative and support and waste management and remediation services 3,476 2.2 14 3,716 2.3 49
Arts, entertainment, and recreation 3,384 2.1 — 3,227 2.0 —
Other services (except public administration) 3,138 2.0 1 3,305 2.1 1
Accommodation and food services 2,937 1.9 4 3,067 1.9 13
Other(1) 12,761 8.0 27 12,159 7.5 41
Subtotal 136,983 86.9 476 140,083 87.1 428
Business owner occupied 20,686 13.1 36 20,705 12.9 42
Total commercial and industrial $ 157,669 100.0 % $ 512 $ 160,788 100.0 % $ 470
Geography:
Florida $ 18,842 12.0 % $ 261 $ 18,947 11.8 % $ 228
Texas 14,666 9.3 8 15,374 9.6 24
North Carolina 12,528 7.9 12 12,959 8.1 11
Georgia 12,167 7.7 49 12,167 7.6 32
New York 10,527 6.7 3 10,336 6.4 3
Virginia 9,341 5.9 10 9,724 6.0 35
California 8,679 5.5 12 9,115 5.7 1
Pennsylvania 7,328 4.6 5 7,423 4.6 4
Maryland 6,740 4.3 4 6,668 4.1 6
Tennessee 5,375 3.4 85 5,852 3.6 43
South Carolina 3,991 2.5 2 4,134 2.6 1
Illinois 3,910 2.5 — 3,892 2.4 10
New Jersey 3,788 2.4 30 3,754 2.3 36
Ohio 2,904 1.8 — 3,220 2.0 6
Other(2) 36,883 23.5 31 37,223 23.2 30
Total commercial and industrial $ 157,669 100.0 % $ 512 $ 160,788 100.0 % $ 470

(1)Represents other remaining industries that are deemed to be individually insignificant.

(2)Includes non-U.S. loans of $4.7 billion and $5.1 billion at March 31, 2024 and December 31, 2023, respectively. The remainder represents other remaining states that are deemed to be individually insignificant.

Truist has noted that the CRE and commercial construction portfolios have the potential for heightened risk in the current environment. Truist seeks to maintain a high-quality portfolio through disciplined risk management and prudent client selection.

Truist’s CRE and commercial construction portfolios totaled $29.6 billion as of March 31, 2024, which includes 35% related to multifamily residential, 17% related to industrial, 16% related to office, 14% related to retail, and the remainder composed of hotel and other commercial real estate.

Our combined CRE and commercial construction office portfolio is primarily composed of multi-tenant, non-gateway properties located within Truist Bank’s footprint. As of March 31, 2024, approximately 98% of these properties are multi-tenant. Additionally, as of March 31, 2024, 25% and 29% of these exposures are scheduled to mature in 2024 and 2025, respectively, with the remainder scheduled to mature in 2026 and beyond.

Truist Financial Corporation 57

Table 12: CRE Portfolio Property Type and Geography
March 31, 2024 December 31, 2023
(Dollars in millions) LHFI % of Total NPL LHFI % of Total NPL
Industry:
Multifamily $ 5,825 26.3 % $ 1 $ 5,731 25.4 % $ 3
Office 4,117 18.6 244 4,286 19.0 264
Retail 4,080 18.4 6 4,172 18.5 9
Industrial 3,976 18.0 3 4,054 18.0 3
Hotel 2,378 10.7 — 2,445 10.8 —
Other(1) 1,766 8.0 7 1,882 8.3 5
Total CRE $ 22,142 100.0 % $ 261 $ 22,570 100.0 % $ 284
Geography:
North Carolina $ 2,607 11.8 % $ 4 $ 2,726 12.1 % $ 1
Georgia 2,461 11.1 147 2,532 11.2 120
Florida 2,432 11.0 5 2,481 11.0 5
California 1,729 7.8 56 1,709 7.6 81
Texas 1,600 7.2 — 1,611 7.1 —
New York 1,567 7.1 3 1,574 7.0 3
Pennsylvania 1,353 6.1 — 1,403 6.2 —
Virginia 1,235 5.6 — 1,276 5.7 —
District of Columbia 1,020 4.6 10 1,043 4.6 —
Maryland 897 4.1 12 956 4.2 16
Other(2) 5,241 23.6 24 5,259 23.3 58
Total CRE $ 22,142 100.0 % $ 261 $ 22,570 100.0 % $ 284

(1)Represents other remaining property types that are deemed to be individually insignificant.

(2)Includes non-U.S. loans of $69 million and $73 million at March 31, 2024 and December 31, 2023, respectively. The remainder represents other remaining states that are deemed to be individually insignificant.

Table 13: Commercial Construction Portfolio Property Type and Geography
March 31, 2024 December 31, 2023
(Dollars in millions) LHFI % of Total NPL LHFI % of Total NPL
Industry:
Multifamily $ 4,547 60.9 % $ 23 $ 3,868 57.9 % $ 23
Industrial 1,050 14.1 — 877 13.1 —
Single Family - CP 801 10.7 — 819 12.3 —
Office 581 7.8 — 634 9.5 1
Single Family – AD and CL 172 2.3 — 196 2.9 —
Other(1) 321 4.2 — 289 4.3 —
Total commercial construction $ 7,472 100.0 % $ 23 $ 6,683 100.0 % $ 24
Geography:
Georgia $ 1,147 15.4 $ — $ 1,059 15.8 $ —
Texas 1,046 14.0 23 956 14.3 23
North Carolina 871 11.7 — 777 11.6 —
Florida 867 11.6 — 741 11.1 —
California 501 6.7 — 512 7.7 —
Other(2) 3,040 40.6 — 2,638 39.5 1
Total commercial construction $ 7,472 100.0 % $ 23 $ 6,683 100.0 % $ 24

(1)Represents other remaining property types that are deemed to be individually insignificant.

(2)Includes non-U.S. loans of $22 million and $16 million at March 31, 2024 and December 31, 2023, respectively. The remainder represents other remaining states that are deemed to be individually insignificant.

See additional information on the commercial portfolios in “Note 5. Loans and ACL,” including loans by origination year and credit quality indicator.

58 Truist Financial Corporation

ACL

Activity related to the ACL is presented in the following tables:

Table 14: Activity in ACL
Three Months Ended
(Dollars in millions) Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023
Balance, beginning of period(1) $ 5,093 $ 4,970 $ 4,879 $ 4,761 $ 4,649
Provision for credit losses 500 572 497 558 482
Charge-offs:
Commercial and industrial (97) (110) (98) (107) (75)
CRE (103) (48) (77) (35) (6)
Commercial construction — (5) — — —
Residential mortgage (1) — (8) (1) (1)
Home equity (3) (2) (4) (2) (2)
Indirect auto (154) (154) (135) (115) (127)
Other consumer (165) (148) (120) (104) (105)
Student — — — (103) (5)
Credit card (77) (64) (55) (53) (51)
Total charge-offs (600) (531) (497) (520) (372)
Recoveries:
Commercial and industrial 32 16 28 13 13
CRE 7 — 2 — 1
Commercial construction — 2 — — 1
Residential mortgage 1 1 1 2 2
Home equity 5 5 7 5 6
Indirect auto 28 25 25 31 26
Other consumer 28 21 20 20 17
Credit card 9 8 9 9 9
Total recoveries 110 78 92 80 75
Net charge-offs (490) (453) (405) (440) (297)
Other(2) (3) 4 (1) — (73)
Balance, end of period $ 5,100 $ 5,093 $ 4,970 $ 4,879 $ 4,761
ACL:(1)
ALLL $ 4,803 $ 4,798 $ 4,693 $ 4,606 $ 4,479
RUFC 297 295 277 273 282
Total ACL $ 5,100 $ 5,093 $ 4,970 $ 4,879 $ 4,761

(1)Excludes provision for credit losses and allowances related to other financial assets at amortized cost.

(2)2023 includes the impact from the adoption of the Troubled Debt Restructurings and Vintage Disclosures accounting standard.

The allowance for credit losses was $5.1 billion and includes $4.8 billion for the allowance for loan and lease losses and $297 million for the reserve for unfunded commitments. The ALLL ratio was 1.56%, up two basis points compared with December 31, 2023. The ALLL covered nonperforming loans and leases held for investment 3.4X compared to 3.5X at December 31, 2023. At March 31, 2024, the ALLL was 2.4X annualized net charge-offs, compared to 2.7X at December 31, 2023.

Truist Financial Corporation 59

The following table presents an allocation of the ALLL. The entire amount of the allowance is available to absorb losses occurring in any category of loans and leases.

Table 15: Allocation of ALLL by Category
March 31, 2024 December 31, 2023
(Dollars in millions) Amount % ALLL in Each Category % Loans in Each Category Amount % ALLL in Each Category % Loans in Each Category
Commercial and industrial $ 1,360 28.3 % 51.4 % $ 1,404 29.4 % 51.6 %
CRE 663 13.8 7.2 616 12.8 7.2
Commercial construction 198 4.1 2.4 174 3.6 2.1
Residential mortgage 222 4.6 17.9 298 6.2 17.8
Home equity 90 1.9 3.2 89 1.9 3.2
Indirect auto 923 19.2 7.2 942 19.6 7.3
Other consumer 959 20.0 9.1 890 18.5 9.2
Credit card 388 8.1 1.6 385 8.0 1.6
Total ALLL 4,803 100.0 % 100.0 % 4,798 100.0 % 100.0 %
RUFC 297 295
Total ACL $ 5,100 $ 5,093

Truist monitors the performance of its home equity loans and lines secured by second liens similarly to other consumer loans and utilizes assumptions specific to these loans in determining the necessary ALLL. Truist also receives notification when the first lien holder, whether Truist or another financial institution, has initiated foreclosure proceedings against the borrower. When notified that the first lien is in the process of foreclosure, Truist obtains valuations to determine if any additional charge-offs or reserves are warranted. These valuations are updated at least annually thereafter.

Truist has limited ability to monitor the delinquency status of the first lien, unless the first lien is held or serviced by Truist. Truist estimates credit losses on second lien loans where the first lien is delinquent based on historical experience; the increased risk of loss on these credits is reflected in the ALLL. As of March 31, 2024, Truist held or serviced the first lien on 32% of its second lien positions.

Other Assets

The components of other assets are presented in the following table:

Table 16: Other Assets as of Period End
(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Tax credit and other private equity investments $ 8,089 $ 7,898
Bank-owned life insurance 7,738 7,716
Prepaid pension assets 6,620 6,563
DTAs, net 3,258 3,037
Accrued income 2,034 2,085
Leased assets and related assets 1,755 1,647
Accounts receivable 1,246 997
FHLB stock 1,199 1,198
Prepaid expenses 1,143 1,083
Derivative assets 1,088 951
ROU assets 1,033 1,057
Other 1,318 765
Total other assets $ 36,521 $ 34,997

60 Truist Financial Corporation

Funding Activities

Deposits

The following table presents average deposits:

Table 17: Average Deposits
Three Months Ended
(Dollars in millions) Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023
Noninterest-bearing deposits $ 108,888 $ 114,555 $ 118,905 $ 123,728 $ 131,099
Interest checking 103,537 101,722 101,252 102,105 108,886
Money market and savings 134,696 137,464 139,961 138,149 139,802
Time deposits 41,937 41,592 40,920 35,844 28,671
Total average deposits $ 389,058 $ 395,333 $ 401,038 $ 399,826 $ 408,458

Average deposits for the first quarter of 2024 were $389.1 billion, a decrease of $6.3 billion, or 1.6%, compared to the prior quarter.

Average noninterest-bearing deposits decreased 4.9% compared to the prior quarter and represented 28.0% of total deposits for the first quarter of 2024 compared to 29.0% for the fourth quarter of 2023 and 32.1% compared to the year ago quarter. Average money market and savings accounts decreased 2.0%. Average interest checking and time deposits increased 1.8% and 0.8%, respectively.

Borrowings

At March 31, 2024, short-term borrowings totaled $26.3 billion, an increase of $1.5 billion compared to December 31, 2023. Average short-term borrowings were $26.2 billion, or 5.8% of total funding, for the three months ended March 31, 2024, as compared to $24.1 billion, or 5.0%, for the prior year.

Long-term debt provides funding and, to a lesser extent, regulatory capital, and primarily consists of senior and subordinated notes issued by Truist and Truist Bank. Long-term debt totaled $39.1 billion at March 31, 2024, an increase of $153 million compared to December 31, 2023. During the three months ended March 31, 2024, the Company had:

•Issued $3.5 billion fixed-to-floating rate senior notes with interest rates between 5.44% and 5.71% due from January 24, 2030 to January 24, 2035.

•Maturities and redemptions of $1.3 billion of senior notes.

•Net redemptions of $2.0 billion of floating rate FHLB advances.

Shareholders’ Equity

Truist’s book value per common share and TBVPS are presented in the following table:

Table 18: Book Value per Common Share
(Dollars in millions, except per share data, shares in thousands) Mar 31, 2024 Dec 31, 2023
Common equity per common share $ 38.97 $ 39.31
Non-GAAP capital measure:(1)
Tangible common equity per common share $ 21.64 $ 21.83
Calculation of tangible common equity:(1)
Total shareholders’ equity $ 59,053 $ 59,253
Less:
Preferred stock 6,673 6,673
Noncontrolling interests 232 152
Goodwill and intangible assets, net of deferred taxes 23,198 23,306
Tangible common equity $ 28,950 $ 29,122
Common shares outstanding at end of period 1,338,096 1,333,743

(1)Tangible common equity is a non-GAAP measure that excludes the impact of intangible assets, net of deferred taxes. This measure is useful for evaluating the performance of a business consistently, whether acquired or developed internally. Truist’s management uses this measure to assess balance sheet risk and shareholder value.

Total shareholders’ equity was $59.1 billion at March 31, 2024, a decrease of $200 million from December 31, 2023. This decrease was driven by $800 million in common and preferred dividends and $716 million in OCI, partially offset by net income of $1.2 billion. Truist’s book value per common share at March 31, 2024 was $38.97, compared to $39.31 at December 31, 2023. Truist’s TBVPS was $21.64 at March 31, 2024, compared to $21.83 at December 31, 2023.

Truist Financial Corporation 61

Risk Management

Truist seeks to maintain a comprehensive risk management framework supported by people, processes, and systems to identify, measure, monitor, manage, and report significant risks arising from its exposures and business activities. Effective risk management involves optimizing risk and return while operating in a safe and sound manner and promoting compliance with applicable laws and regulations. The Company’s risk management framework is designed to promote the execution of business strategies and objectives in alignment with its risk appetite.

Truist has developed and employs a risk framework that further guides business functions in identifying, measuring, responding to, monitoring, and reporting on possible exposures to the organization. Truist has developed a risk taxonomy designed to drive internal risk measurement and monitoring and enable Truist to clearly and transparently communicate to stakeholders the level of potential risk the Company faces and the Company’s position on managing risk to acceptable levels.

Truist is committed to fostering a culture that supports identification and escalation of risks across the organization. All teammates are responsible for upholding the Company’s purpose, mission, and values, and are encouraged to speak up if there is any activity or behavior that is inconsistent with the Company’s culture. The Truist code of ethics guides the Company’s decision making and informs teammates on how to act in the absence of specific guidance.

Truist seeks an appropriate return for the risk taken in its business operations. Risk-taking activities must be evaluated and prioritized to identify those that present attractive risk-adjusted returns, while preserving asset value and capital.

Truist’s compensation plans are designed to consider teammate’s adherence to and successful implementation of Truist’s risk values and associated policies and procedures. The Company’s compensation structure is designed to support its core values and sound risk management practices in an effort to promote judicious risk-taking behavior.

Market Risk

Market risk is the risk to current or anticipated earnings, capital, or economic value arising from changes in the market value of portfolios, securities, or other financial instruments. Market risk results from changes in the level, volatility, or correlations among financial market risk factors or prices, including interest rates, credit spreads, foreign exchange rates, equity, and commodity prices.

Effective management of market risk is essential to achieving Truist’s strategic financial objectives. Truist’s most significant market risk exposure is to interest rate risk in its balance sheet; however, market risk also results from underlying product liquidity risk, price risk, and volatility risk in Truist’s business units. Interest rate risk results from differences between the timing of rate changes and the timing of cash flows associated with assets and liabilities (re-pricing risk); from changing rate relationships among different yield curves affecting bank activities (basis risk); from changing rate relationships across the spectrum of maturities (yield curve risk); and from interest-related options inherently embedded in bank products (options risk).

The primary objectives of effective market risk management are to minimize adverse effects from changes in market risk factors on net interest income, net income, and capital, and to offset the risk of price changes for certain assets and liabilities recorded at fair value. At Truist, market risk management also includes the enterprise-wide IPV function.

Interest Rate Market Risk

As a financial institution, Truist is exposed to interest rate risk from assets, liabilities, and off-balance sheet positions. Truist primarily monitors this risk through two measurement types, (i) NII at risk and (ii) economic value of equity, and manages this risk with securities, derivatives, and broader asset liability management activities.

IRR measurement is reported monthly through the ALCO. Monthly IRR reporting includes exposure and historical trends relative to risk limit scenarios, impacts to a wide range of rate scenarios, and sensitivity tests of key assumptions. IRR reporting is provided to the BRC monthly and reviews of varying IRR topics are performed quarterly.

IRR measurement is influenced by data, assumptions, and models. Due to their high sensitivity to market rates, mortgage (loan and security) prepayments leverage an industry model that results in varying prepayment speeds across rate scenarios. Prepayments for non-mortgage loans leverage a mix of dynamic models and static prepayment assumptions based on historical experience. Interest-bearing-deposit rate paid is projected to move at a ratio (deposit beta) of market rates, primarily the Federal Funds Rate, aligned to historical experience.

Truist uses derivatives to hedge interest income variability of floating rate loans and to hedge valuation changes of long-term debt and investment securities.

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NII at risk measures the change in NII under alternate interest rate scenarios relative to Truist’s baseline scenario, which incorporates Truist’s current balance sheet and off-balance sheet hedges as well as expectations for new business over the forecast horizon. Truist’s baseline scenario relies on assumptions including expectations of the economy and interest rates – which are influenced by market conditions, new business volume, pricing, and customer behavior. In measuring NII at risk, Truist assumes that changes in key factors, such as prepayments and deposit pricing (betas), largely move in line with those it has experienced in prior rate cycles. However, future behavior of key factors may vary from those used in this measurement. NII at risk measurement assumes, when applicable, that U.S. interest rates floor at zero and does not assume Truist takes any balance sheet or hedging actions in response to the rate scenarios.

Truist evaluates a wide range of alternate scenarios including instantaneous and gradual as well as parallel and non-parallel changes in interest rates. The table below presents the estimated change to NII over the following 12 months for select parallel alternate scenarios, expressed as a percentage change relative to baseline NII.

Table 19: Interest Sensitivity Simulation Analysis
Mar 31, 2024 Dec 31, 2023
Up 200bps gradual change in interest rates (2.35) % (1.46) %
Up 50bps instantaneous change in interest rates (0.77) (0.36)
Down 50bps instantaneous change in interest rates 0.31 (0.10)
Down 200bps gradual change in interest rates 0.45 (0.30)

Estimated changes to NII in the table above assume no change in deposit balances or mix relative to the baseline scenario. In increasing interest rate scenarios, rotation from non-interest-bearing into interest bearing deposits would reduce NII. Conversely, in decreasing interest rate scenarios, rotation from higher yielding to lower yielding deposits would benefit net interest income. Truist performs and monitors sensitivity tests of deposit and other key assumptions used in NII risk including:

•Asset prepayment speeds

•New loan volume pricing spreads

•Interest-bearing deposit betas

•Non-interest-bearing demand deposit balance runoff, replaced by market funding

EVE measures changes in the economic value of Truist’s current balance sheet and off-balance sheet hedges under alternate rate scenarios relative to starting economic value. Truist uses EVE as a longer-term measure of interest rate risk. Truist performs and monitors sensitivity tests of key assumptions used in EVE including:

•Asset prepayment speeds

•Mortgage spreads (mortgage loan and security valuations)

•Interest-bearing deposit beta

•Deposit runoff / decay

Key assumption tests are generally performed by increasing and decreasing the assumption, whether static or dynamically modeled, relative to their respective starting values and then measuring the resulting impact to NII and EVE under baseline and alternate rate scenarios.

The identification and testing of key assumptions are influenced by market conditions and management views of key risks. The results of key assumption sensitivity tests are reported to ALCO and BRC monthly. The inventory of key assumptions and their associated sensitivity tests are reviewed with ALCO and BRC at least annually.

Market Risk from Trading Activities

As a financial intermediary, Truist provides its clients access to derivatives, foreign exchange and securities markets, which generate market risks. Trading market risk is managed using a comprehensive risk management approach, which includes measuring risk using VaR, stress testing, and sensitivity analysis. Risk metrics are monitored against a suite of limits on a daily basis at both the trading desk level and at the aggregate portfolio level.

Truist is also subject to risk-based capital guidelines for market risk under the Market Risk Rule.

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Covered Trading Positions

Covered positions subject to the Market Risk Rule include trading assets and liabilities, specifically those held for the purpose of short-term resale or with the intent of benefiting from actual or expected short-term price movements or to lock in arbitrage profits. Truist’s trading portfolio of covered positions results primarily from market making and underwriting services for the Company’s clients, as well as associated risk mitigating hedging activity. The trading portfolio, measured in terms of VaR, consists primarily of four sub-portfolios of covered positions: (i) credit trading, (ii) fixed income securities, (iii) interest rate derivatives, and (iv) equity derivatives. As a market maker across different asset classes, Truist’s trading portfolio also contains other sub-portfolios, including foreign exchange, loan trading, and commodity derivatives; however, these portfolios do not generate material trading risk exposures.

Valuation policies and methodologies exist for all trading positions. Additionally, these positions are subject to independent price verification. See “Note 16. Derivative Financial Instruments,” “Note 15. Fair Value Disclosures,” and “Critical Accounting Policies” herein for discussion of valuation policies and methodologies.

Securitizations

As of March 31, 2024, the aggregate market value of on-balance sheet securitization positions subject to the Market Risk Rule, which were non-agency asset backed securities positions, was $71 million. Consistent with the Market Risk Rule requirements, the Company performs pre-purchase due diligence on each securitization position to identify the characteristics including, but not limited to, deal structure and the asset quality of the underlying assets, that materially affect valuation and performance. Securitization positions are subject to Truist’s comprehensive risk management framework, which includes daily monitoring against a suite of limits. There were no off-balance sheet securitization positions during the reporting period.

Correlation Trading Positions

The trading portfolio of covered positions did not contain any correlation trading positions as of March 31, 2024.

VaR-Based Measures

VaR measures the potential loss of a given position or portfolio of positions at a specified confidence level and time horizon. Truist utilizes a historical VaR methodology to measure and aggregate risks across its covered trading positions. For risk management purposes, the VaR calculation is based on a historical simulation approach and measures the potential trading losses using a one-day holding period at a one-tail, 99% confidence level. For Market Risk Rule purposes, the Company calculates VaR using a 10-day holding period and a 99% confidence level. Due to inherent limitations of the VaR methodology, such as the assumption that past market behavior is indicative of future market performance, VaR is only one of several tools used to measure and manage market risk. Other tools used to actively manage market risk include stress testing, scenario analysis, and stop loss limits.

The trading portfolio’s VaR profile is influenced by a variety of factors, including the size and composition of the portfolio, market volatility, and the correlation between different positions. A portfolio of trading positions is typically less risky than the sum of the risk from each of the individual sub-portfolios, because, under normal market conditions, risk within each category partially offsets the exposure to other risk categories. The following table summarizes certain VaR-based measures for the three months ended March 31, 2024 and 2023.

Table 20: VaR-based Measures
Three Months Ended March 31,
2024 2023
(Dollars in millions) 10-Day Holding Period 1-Day Holding Period 10-Day Holding Period 1-Day Holding Period
VaR-based Measures:
Maximum $ 27 $ 12 $ 22 $ 9
Average 22 10 15 6
Minimum 15 8 10 4
Period-end 21 9 22 9
VaR by Risk Class:
Interest Rate Risk 4 8
Credit Spread Risk 3 7
Equity Price Risk 5 1
Foreign Exchange Risk 1 —
Portfolio Diversification (4) (9)
Period-end 9 8

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Stressed VaR-based measures

Stressed VaR, another component of market risk capital, is calculated using the same internal models as used for the VaR-based measure. Stressed VaR is calculated over a ten-day holding period at a one-tail, 99% confidence level and employs a historical simulation approach based on a continuous twelve-month historical window selected to reflect a period of significant financial stress for the Company’s trading portfolio. The following table summarizes Stressed VaR-based measures:

Table 21: Stressed VaR-based Measures - 10 Day Holding Period
Three Months Ended March 31,
(Dollars in millions) 2024 2023
Maximum $ 171 $ 77
Average 113 44
Minimum 69 25
Period-end 107 31

Compared to the same period of prior year, both VaR and Stressed VaR measures were generally higher, primarily due to higher market making inventory in 2024.

Specific Risk Measures

Specific risk is a measure of idiosyncratic risk that could result from risk factors other than broad market movements (e.g., default or event risks). The Market Risk Rule provides fixed risk weights under a standardized measurement method while also allowing a model-based approach, subject to regulatory approval. Truist utilizes the standardized measurement method to calculate the specific risk component of market risk regulatory capital. As such, incremental risk capital requirements do not apply.

VaR Model Backtesting

In accordance with the Market Risk Rule, the Company evaluates the accuracy of its VaR model through daily backtesting by comparing aggregate daily trading gains and losses (excluding fees, commissions, reserves, net interest income, and intraday trading) from covered positions with the corresponding daily VaR-based measures generated by the model. As illustrated in the following graph, there were no Company-wide VaR backtesting exceptions during the twelve months ended March 31, 2024. The total number of Company-wide VaR backtesting exceptions over the preceding twelve months is used to determine the multiplication factor for the VaR-based capital requirement under the Market Risk Rule. The capital multiplication factor increases from a minimum of three to a maximum of four, depending on the number of exceptions. All Company-wide VaR backtesting exceptions are thoroughly reviewed in the context of VaR model use and performance. There was no change in the capital multiplication factor over the preceding twelve months.

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Model Risk Oversight

MRO is responsible for the independent model validation of all decision tools and models including trading market risk models. The validation activities are conducted in accordance with MRO policy, which incorporates regulatory guidance related to the evaluation of model conceptual soundness, ongoing monitoring, and outcomes analysis. As part of ongoing monitoring efforts, the performance of all trading risk models is reviewed regularly to preemptively address emerging developments in financial markets, assess evolving modeling approaches, and identify potential model enhancement.

Stress Testing

The Company uses a comprehensive range of stress testing techniques to help monitor risks across trading desks and to augment standard daily VaR and other risk limits reporting. The stress testing framework is designed to quantify the impact of extreme, but plausible, stress scenarios that could lead to large, unexpected losses. Stress tests include simulations for risk factor sensitivities, historical repeats, and hypothetical scenarios with varying liquidity horizons of key risk factors. All trading positions within each applicable market risk category (interest rate risk, equity risk, foreign exchange rate risk, credit spread risk, and commodity price risk) are included in the Company’s comprehensive stress testing framework. Management reviews stress testing scenarios on an ongoing basis and makes updates, as necessary, to capture both current and emerging risks. Management also utilizes stress analyses to support the Company’s capital adequacy assessment standards. See the “Capital” section of MD&A for additional discussion of capital adequacy.

Net interest income is liability sensitive as elevated rates and quantitative tightening have led to a reduction in deposits, rotation into interest bearing deposits, and higher deposit betas.

Interest rate scenarios in table 19 assume no change in deposit mix. Further rotation from non-interest bearing into interest bearing deposits would increase the liability sensitivity of Truist’s balance sheet.

Liquidity

Liquidity represents the continuing ability to meet funding needs, including deposit withdrawals, repayment of borrowings and other liabilities, and funding of loan commitments. In addition to the level of liquid assets, such as cash, cash equivalents, and AFS securities, other factors affect the ability to meet liquidity needs, including access to a variety of funding sources, maintaining borrowing capacity, growing core deposits, loan repayment, and the ability to securitize or package loans for sale.

Truist monitors the ability to meet client demand for funds under both normal and stressed market conditions. In considering its liquidity position, management evaluates Truist’s funding mix based on client core funding, client rate-sensitive funding, and national markets funding. In addition, management evaluates exposure to rate-sensitive funding sources that mature in one year or less. Management also measures liquidity needs against 30 days of stressed cash outflows for Truist and Truist Bank. To promote a strong liquidity position and compliance with regulatory requirements, management maintains a liquid asset buffer of cash on hand and highly liquid unencumbered securities.

Internal Liquidity Stress Testing

Liquidity stress testing is conducted for Truist and Truist Bank using a variety of institution-specific and market-wide adverse scenarios. Each liquidity stress test scenario applies defined assumptions to execute sources and uses of liquidity over varying planning horizons. The types of expected liquidity uses during a stressed event may include deposit attrition, contractual maturities, reductions in unsecured and secured funding, and increased draws on unfunded commitments. To mitigate liquidity outflows, Truist has identified sources of liquidity; however, access to these sources of liquidity could be affected within a stressed environment.

Truist maintains a liquidity buffer of cash on hand and highly liquid unencumbered securities that is sufficient to meet the projected net stressed cash-flow needs and maintain compliance with regulatory requirements. The liquidity buffer consists of unencumbered highly liquid assets and Truist’s liquidity buffer is substantially the same in composition to what qualifies as HQLA under the LCR Rule.

Contingency Funding Plan

Truist has a contingency funding plan designed to address ongoing obligations and commitments, particularly in the event of a liquidity contraction. This plan is designed to examine and quantify the organization’s liquidity under the various internal liquidity stress scenarios and is periodically tested to assess the plan’s reliability. Additionally, the plan provides a framework for management and other teammates to follow in the event of a liquidity contraction or in anticipation of such an event. The plan addresses authority for activation and decision making, liquidity options, and the responsibilities of key departments in the event of a liquidity contraction.

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LCR and HQLA

The LCR rule requires that Truist and Truist Bank maintain an amount of eligible HQLA that is sufficient to meet its estimated total net cash outflows over a prospective 30 calendar-day period of stress. Eligible HQLA, for purposes of calculating the LCR, is the amount of unencumbered HQLA that satisfy operational requirements of the LCR rule. Truist and Truist Bank are subject to the Category III reduced LCR requirements. Truist held average weighted eligible HQLA of $85.0 billion and Truist’s average LCR was 115% for the three months ended March 31, 2024.

Effective July 2021, Truist became subject to final rules implementing the NSFR, which require banking organizations to maintain a stable, long-term funding profile in relation to their asset composition and off-balance sheet activities. At March 31, 2024, Truist was compliant with this requirement.

Sources of Funds

Management believes current sources of liquidity are sufficient to meet Truist’s on- and off-balance sheet obligations. Truist funds its balance sheet through diverse sources of funding including client deposits, secured and unsecured capital markets funding, and shareholders’ equity. Truist Bank’s primary source of funding is client deposits. Continued access to client deposits is highly dependent on public confidence in the stability of Truist Bank and its ability to return funds to clients when requested.

Truist Bank maintains a number of diverse funding sources to meet its liquidity requirements. These sources include unsecured borrowings from the capital markets through the issuance of senior or subordinated bank notes, institutional CDs, overnight and term Federal funds markets, and retail brokered CDs. Truist Bank also maintains access to secured borrowing sources including FHLB advances, repurchase agreements, and the FRB discount window. Available investment securities could be pledged to create additional secured borrowing capacity. The following table presents a summary of Truist Bank’s available secured borrowing capacity and eligible cash at the FRB:

Table 22: Selected Liquidity Sources
(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Unused borrowing capacity:
FRB $ 53,548 $ 55,252
FHLB 25,031 24,712
Available investment securities (after haircuts) 73,520 74,717
Available secured borrowing capacity 152,099 154,681
Eligible cash at the FRB 29,353 25,085
Total $ 181,452 $ 179,766

At March 31, 2024, Truist Bank’s available secured borrowing capacity represented approximately 3.6 times the amount of wholesale funding maturities in one-year or less.

Parent Company

The Parent Company serves as the primary source of capital for the operating subsidiaries. The Parent Company’s assets consist primarily of cash on deposit with Truist Bank, equity investments in subsidiaries, advances to subsidiaries, and notes receivable from subsidiaries. The principal obligations of the Parent Company are payments on long-term debt. The main sources of funds for the Parent Company are dividends and management fees from subsidiaries, repayments of advances to subsidiaries, and proceeds from the issuance of equity and long-term debt. The primary uses of funds by the Parent Company are investments in subsidiaries, advances to subsidiaries, dividend payments to common and preferred shareholders, repurchases of common stock, and payments on and, from time-to-time, potential repurchases or redemptions of a portion of an outstanding tranche of the long-term debt of the Parent Company (as may be permitted by the terms of each respective series). See “Note 22. Parent Company Financial Information” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding dividends from subsidiaries and debt transactions.

Access to funding at the Parent Company is more sensitive to market disruptions. Therefore, Truist prudently manages cash levels at the Parent Company to cover a minimum of one year of projected cash outflows which includes unfunded external commitments, debt service, common and preferred dividends and scheduled debt maturities, without the benefit of any new cash inflows. Truist maintains a significant buffer above the projected one year of cash outflows. In determining the buffer, Truist considers cash requirements for common and preferred dividends, unfunded commitments to affiliates, serving as a source of strength to Truist Bank, and being able to withstand sustained market disruptions that could limit access to the capital markets. At March 31, 2024 and December 31, 2023, the Parent Company had 57 months and 48 months, respectively, of cash on hand to satisfy projected cash outflows, and 34 months and 30 months, respectively, when including the payment of common stock dividends.

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Credit Ratings

Credit ratings are forward-looking opinions of rating agencies as to the Company’s ability to meet its financial commitments and repay its securities and obligations in accordance with their terms of issuance. Credit ratings influence both borrowing costs and access to the capital markets. The Company’s credit ratings are continuously monitored by the rating agencies and are subject to change at any time. As Truist seeks to maintain high-quality credit ratings, management meets with the major rating agencies on a regular basis to provide financial and business updates and to discuss current outlooks and trends. See Item 1A, “Risk Factors” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding factors that influence credit ratings and potential risks that could materialize in the event of downgrade in the Company’s credit ratings. Recent changes in the Company’s credit ratings and outlooks include:

•On May 8, 2024, Moody’s Ratings downgraded Truist's long-term senior unsecured rating to Baa1 from A3 and Truist Bank’s baseline credit assessment to a3 from a2 and long-term deposits rating to A1 from Aa3. In addition, Truist Bank’s short-term deposit rating was affirmed at Prime-1. Ratings outlooks for both Truist and Truist Bank were changed to stable.

Capital

The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis. Truist’s principal goals related to the maintenance of capital are to provide adequate capital to support Truist’s risk profile consistent with the Board-approved risk appetite, provide financial flexibility to support future growth and client needs, comply with relevant laws, regulations, and supervisory guidance, achieve optimal credit ratings for Truist and its subsidiaries, remain a source of strength for its subsidiaries, and provide a competitive return to shareholders. Risk-based capital ratios, which include CET1 capital, Tier 1 capital, and Total capital are calculated based on regulatory guidance related to the measurement of capital and risk-weighted assets.

Truist regularly performs stress testing on its capital levels and is required to periodically submit the Company’s capital plans and stress testing results to the banking regulators. Management regularly monitors the capital position of Truist on both a consolidated and bank-level basis. In this regard, management’s objective is to maintain capital at levels that are in excess of internal capital limits, which are above the regulatory “well-capitalized” minimums. Management has implemented internal stress capital ratio minimums to evaluate whether capital ratios calculated after the effect of alternative capital actions are likely to remain above internal minimums. Breaches of internal stressed minimums prompt a review of the planned capital actions included in Truist’s capital plan.

Table 23: Capital Requirements
Minimum Capital Well-Capitalized Minimum Capital Plus Stress Capital Buffer(1)
Truist Truist Bank
CET1 4.5 % NA 6.5 % 7.4 %
Tier 1 capital 6.0 6.0 % 8.0 8.9
Total capital 8.0 10.0 10.0 10.9
Leverage ratio 4.0 NA 5.0 NA
Supplementary leverage ratio 3.0 NA NA NA

(1)Reflects a SCB requirement of 2.9% applicable to Truist as of March 31, 2024. Truist’s SCB requirement, received in the 2023 CCAR process, is effective from October 1, 2023 to September 30, 2024. Truist will receive a new preliminary SCB requirement, to become effective October 1, 2024, following the release of CCAR 2024 results in late June 2024.

The FRB’s capital plan rule provides that a BHC must update and resubmit its capital plan if the BHC determines there has been or will be a material change in its risk profile, financial condition, or corporate structure since it last submitted the capital plan. Truist determined that the sale of our remaining equity interests in TIH constitutes such a material change and, therefore, addressed the material change in our capital plan submitted in April 2024. The capital plan rule further provides that, upon the occurrence of an event requiring resubmission, a BHC may not make any capital distribution unless it has received prior approval of the FRB. Accordingly, Truist’s capital distributions are now subject to the prior approval of the FRB, pending the FRB's consideration of our capital plan and stress capital buffer requirement. Truist’s Board of Directors declared common and preferred stock dividends payable in June 2024, which have been approved by the FRB.

Truist’s capital ratios are presented in the following table:

Table 24: Capital Ratios - Truist Financial Corporation
(Dollars in millions) Mar 31, 2024 Dec 31, 2023
Risk-based: (preliminary)
CET1 10.1 % 10.1 %
Tier 1 capital 11.7 11.6
Total capital 13.9 13.7
Leverage ratio 9.4 9.3
Supplementary leverage ratio 8.0 7.9
Risk-weighted assets $ 420,985 $ 423,705

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Capital ratios remained strong compared to the regulatory requirements for well capitalized banks. Truist declared common dividends of $0.52 per share during the first quarter of 2024. Truist did not repurchase any shares in the first quarter of 2024.

Truist’s CET1 ratio was 10.1% as of March 31, 2024, flat compared to December 31, 2023, as organic capital generation and RWA optimization were partially offset by the CECL phase-in.

Truist’s average consolidated LCR was 115% for the three months ended March 31, 2024, compared to the regulatory minimum of 100%.

Share Repurchase Activity

Table 25: Share Repurchase Activity
(Dollars in millions, except per share data, shares in thousands) Total Number of Shares Purchased(1) Average Price Paid Per Share(2) Total Number of Shares Purchased as part of Publicly Announced Plans Approximate Dollar Value of Shares that may yet be Purchased Under the Plans
January 1, 2024 to January 31, 2024 — $ — — $ —
February 1, 2024 to February 29, 2024 — — — —
March 1, 2024 to March 31, 2024 9 34.86 — —
Total 9 $ 34.86 —

(1)Includes shares exchanged or surrendered in connection with the exercise of equity-based awards under equity-based compensation plans.

(2)Excludes commissions.

Critical Accounting Policies

The accounting and reporting policies of Truist are in accordance with GAAP and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. Truist’s financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions, and judgments made to arrive at the carrying value of assets and liabilities, and amounts reported for revenues and expenses. Different assumptions in the application of these policies could result in material changes in the consolidated financial position and/or consolidated results of operations, and related disclosures. Material estimates that are particularly susceptible to significant change include the determination of the ACL; determination of fair value for securities, MSRs, LHFS, trading loans, and derivative assets and liabilities; goodwill and other intangible assets; income taxes; and pension and postretirement benefit obligations. Understanding Truist’s accounting policies is fundamental to understanding the consolidated financial position and consolidated results of operations. The critical accounting policies are discussed in MD&A in Truist’s Annual Report on Form 10-K for the year ended December 31, 2023. Significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in “Note 1. Basis of Presentation” in Form 10-K for the year ended December 31, 2023. Disclosures regarding the effects of new accounting pronouncements are included in “Note 1. Basis of Presentation” in this report. There have been no other changes to the critical accounting policies during 2024.

Goodwill and Other Intangible Assets

Effective January 1, 2024, several business activities were realigned reflecting updates to the Company’s operating structure. First, the CB&W segment was renamed CSBB and the C&CB segment was renamed WB. Second, the Wealth business was realigned into the WB segment from the CSBB segment, representing a separate reporting unit in that segment. Third, the small business banking client segmentation was realigned into the CSBB segment from the WB segment. Further, TIH was the principal legal entity of the IH segment. As the operations of TIH are now included in discontinued operations, the Company no longer presents the IH segment as one of its reportable segments. Following these realignments, the Company’s three reporting units with goodwill balances were CSBB, WB, and Wealth. Also in conjunction with these realignments, goodwill of $1.7 billion was realigned to WB from CSBB based on the relative fair value of CSBB and Wealth, and goodwill of $220 million was realigned to CSBB from WB based on the relative fair value of WB and the realigned small business banking client segmentation. In addition, the Company completed an assessment of any potential goodwill impairment for all impacted reporting units immediately prior and subsequent to the reassignments and determined that no impairment existed.

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The quantitative valuations of these reporting units for purposes of realigning goodwill use the income approach and a market-based approach, each weighted at 50%. The inputs and assumptions specific to each reporting unit are incorporated in the valuations, including projections of future cash flows, discount rates, and applicable valuation multiples based on the comparable public company information. The income approach utilizes a discounted cash flow analysis of multi-year financial forecasts developed for each reporting unit by considering several inputs and assumptions such as net interest margin, expected credit losses, noninterest income, noninterest expense, and required capital. The market-based approach utilizes comparable public company information, key valuation multiples, and considers a market control premium associated with cost synergies and other cash flow benefits that arise from obtaining control over a reporting unit, and guideline transactions, when applicable.

Truist also assesses the reasonableness of the aggregate estimated fair value of the reporting units by comparison to its market capitalization over a reasonable period of time, including consideration of expected acquirer expense synergies, historic bank control premiums, and the current market.

The projection of net interest margin and noninterest expense are the most significant inputs to the financial projections of the CSBB, WB, and Wealth reporting units. The long-term growth rate used in determining the terminal value of each reporting unit was 3% as of January 1, 2024, based on management’s assessment of the minimum expected terminal growth rate of each reporting unit. Discount rates are estimated based on the Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, beta, and unsystematic risk adjustments specific to a particular reporting unit. The discount rates are also calibrated based on risks related to the projected cash flows of each reporting unit. The discount rates utilized for the CSBB, WB and Wealth reporting units as of January 1, 2024 were 13.0%, 11.5%, and 12.5%, respectively.

The quantitative valuation of WB performed in conjunction with the goodwill realignments indicated that as of January 1, 2024, the fair value of the WB reporting unit exceeded its carrying value by less than 10%, indicating that the goodwill of the WB reporting unit may be at risk of impairment. Circumstances that could negatively impact the fair value for the WB reporting unit in the future include a sustained decrease in Truist’s stock price, a decline in industry peer multiples, an increase in the applicable discount rate, and deterioration in the reporting unit’s forecast.

The estimated fair value of a reporting unit is highly sensitive to changes in management’s estimates and assumptions; therefore, in some instances, changes in these assumptions could impact whether the fair value of a reporting unit is greater than its carrying value. The valuation of the WB reporting unit as of January 1, 2024 indicated that if the discount rate were increased less than 50 basis points the reporting unit’s fair value would be less than its carrying value, resulting in a goodwill impairment. Ultimately, future potential changes in management’s assumptions may impact the estimated fair value of a reporting unit and cause the fair value of the reporting unit to be below its carrying value. Additionally, a reporting unit’s carrying value could change based on market conditions, change in the underlying makeup of the reporting unit, or the risk profile of those reporting units, which could impact whether the fair value of a reporting unit is less than carrying value.

The Company monitored events and circumstances during the period from January 1, 2024 to March 31, 2024, including macroeconomic and market factors, industry and banking sector events, Truist specific performance indicators, a comparison of management’s forecast and assumptions to those used in its January 1, 2024 quantitative valuations associated with the realignments of goodwill, and the sensitivity of the January 1, 2024 quantitative results to changes in assumptions as of March 31, 2024. Based on these considerations, Truist concluded that it was not more-likely-than-not that the fair value of one or more of its reporting units is below its respective carrying amount as of March 31, 2024.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, management of the Company, under the supervision and with the participation of the Company’s CEO and CFO, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by the report.

Changes in Internal Control over Financial Reporting

Management of Truist is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

70 Truist Financial Corporation

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Truist Financial Corporation 71

ITEM 1. LEGAL PROCEEDINGS

Refer to the Legal Proceedings and Other Matters section in “Note 14. Commitments and Contingencies,” which is incorporated by reference into this item.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Truist’s Annual Report on Form 10-K for the year ended December 31, 2023. Additional risks and uncertainties not currently known to Truist or that management has deemed to be immaterial also may materially adversely affect Truist’s business, financial condition, or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Refer to the Share Repurchase Activity section in the MD&A, which is incorporated by reference into this item.

ITEM 5. OTHER INFORMATION

(c) During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

72 Truist Financial Corporation

ITEM 6. EXHIBITS

Exhibit No. Description Location
2.1 Equity Interest Purchase Agreement, dated as of February 20, 2024, by and among Trident Butterfly Investor, Inc., Panther Blocker I, Inc., Panther Blocker II, Inc., Truist Bank, Truist TIH Holdings, Inc., Truist TIH Partners, Inc., TIH Management Holdings, LLC, TIH Management Holdings II, LLC and Truist Insurance Holdings, LLC. Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed February 20, 2024.
10.1* Seventh Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) Incorporated herein by reference to Exhibit 10.61 of the Annual Report on Form 10-K, filed February 27, 2024.
10.2* Amended and Restated Management Change of Control, Severance, and Noncompetition Plan Incorporated herein by reference to Exhibit 10.62 of the Annual Report on Form 10-K, filed February 27, 2024.
10.3* Form of Restricted Stock Unit Agreement (Senior Executive – 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan. Filed herewith.
10.4* Form of Performance Unit Award Agreement (Senior Executive – 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan. Filed herewith.
10.5* Form of LTIP Award Agreement (Senior Executive – 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan. Filed herewith.
10.6* Third Amendment to the Truist Financial Corporation Non-Qualified Defined Contribution Plan Filed herewith.
10.7* Fifth Amendment to the Truist Financial Corporation Non-Qualified Defined Benefit Plan (January 1, 2012 Restatement) Filed herewith.
10.8* Eighth Amendment to the Truist Financial Corporation Pension Plan (October 1, 2020 Restatement) Filed herewith.
10.9* Eighth Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) Filed herewith.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
101.INS XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. Filed herewith.
101.SCH XBRL Taxonomy Extension Schema. Filed herewith.
101.CAL XBRL Taxonomy Extension Calculation Linkbase. Filed herewith.
101.LAB XBRL Taxonomy Extension Label Linkbase. Filed herewith.
101.PRE XBRL Taxonomy Extension Presentation Linkbase. Filed herewith.
101.DEF XBRL Taxonomy Definition Linkbase. Filed herewith.
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits101). Filed herewith.
*    Management compensatory plan or arrangement.

Truist Financial Corporation 73

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TRUIST FINANCIAL CORPORATION<br><br>(Registrant)
Date: May 9, 2024 By: /s/ Michael B. Maguire
Michael B. Maguire
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: May 9, 2024 By: /s/ Cynthia B. Powell
Cynthia B. Powell
Executive Vice President and Corporate Controller
(Principal Accounting Officer)

74 Truist Financial Corporation

Document

Exhibit 10.3

Truist Financial Corporation

Notice of Grant and Agreement

Truist Financial Corporation, pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan (the “Plan”), affords the Employee (the “Participant”) specified in this Notice of Grant and Agreement (the “Notice of Grant”) the right to acquire shares of Truist’s Common Stock as set forth in this Notice of Grant. This Notice of Grant is subject to the terms and conditions of the associated Restricted Stock Unit Agreement (the “Agreement”). Unless otherwise provided herein, capitalized terms in this Notice of Grant shall have the same definitions as set forth in the Agreement.

Participant: [Name]

Award: Restricted Stock Unit

Award Name: Truist Teammate

Grant Date: [Grant Date]

Shares: [Number of Shares Granted]

Share Price: [Fair Market Value]

Vesting Schedule

Shares/Options Awarded Vest Date
[Quantity Vesting] [Vesting Date]
[Quantity Vesting] [Vesting Date]
[Quantity Vesting] [Vesting Date]

By accepting the Award, the Participant and Truist agree that the Award is granted under and governed by the terms and conditions of the Plan and the Agreement, which are incorporated herein by this reference and made a part of this Notice of Grant. In the event of any conflict of terms between the Notice of Grant, the Agreement and the Plan, the terms of the Plan (as interpreted by the Administrator) will prevail.

TRUIST FINANCIAL CORPORATION 2022 INCENTIVE PLAN

Restricted Stock Unit Agreement

(Performance-Based Vesting Component)

(Senior Executive)

Grant Date: [Grant Date]
Dates Vested (Subject to Section 3): [Vesting Date or Condition] as to [Percent]% of the Award<br><br>[Vesting Date or Condition] as to [Percent]% of the Award<br><br>[Vesting Date or Condition] as to [Percent]% of the Award
[Restriction Period: [Date(s) or Condition(s)]

THIS AGREEMENT (the “Agreement”), made effective as of [Grant Date] (the “Grant Date”), between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”) for itself and its Affiliates, and the Employee (the “Participant”) specified in the accompanying Notice of Grant and Agreement (the “Notice of Grant”), is made pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended and/or restated (the “Plan”).

RECITALS:

TFC desires to carry out the purposes of the Plan by affording the Participant an opportunity to acquire shares of TFC Common Stock, $5.00 par value per share (the “Common Stock”), as hereinafter provided.

In consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Incorporation of Notice of Grant and Plan. The Notice of Grant is part of this Agreement and incorporated herein. The rights and duties of TFC and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in this Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

2.Grant of Restricted Stock Unit. Subject to the terms of this Agreement and the Plan, TFC hereby grants the Participant a Restricted Stock Unit (the “Award”) for the number of whole shares of Common Stock (the “Shares”) specified in the Notice of Grant. The “Restriction Period” is the period beginning on the Grant Date and ending on such date or dates, and satisfaction of such conditions, as described [in Section 3 and Section 4 herein][on the first page of this Agreement]. For the purposes herein, the Shares subject to the Award are units that will be reflected in a book account maintained by TFC and that will be settled in whole shares of Common Stock, if and to the extent permitted pursuant to this Agreement and the Plan. Prior to distribution of the Shares upon vesting of the Award, the Award shall represent an unsecured obligation of TFC, payable (if at all) only from TFC’s general assets.

3.Vesting of Award. Subject to the terms of the Plan, this Agreement (including but not limited to the provisions of Section 4 and Section 5 herein), and the Performance Vesting Condition as defined below, the Award shall vest and become earned in the percentages and on the dates listed on the first page of this Agreement. As used herein, “Performance Vesting Condition” means, for any vesting year during the vesting period, that the Administrator has not determined that all or any part of the unvested Award be cancelled as a result of either (i) a significant, negative risk outcome as a result of a corporate or individual action, or (ii) TFC incurring an operating loss for the fiscal year ending in the vesting year. The term “fiscal year” means the calendar fiscal year of TFC. The term “vesting year” means the twelve- (12-) month period ending on each anniversary of the Grant Date. The Administrator has sole authority to determine whether and to what degree the Award has vested and is payable and to interpret the terms and conditions of this Agreement and the Plan.

4.Termination of Employment; Forfeiture of Award; Effect of Change of Control.

(a)Except as may be otherwise provided in the Plan or Section 4(b) of this Agreement, in the event that the employment of the Participant with TFC or an Affiliate terminates for any reason and the Award has not vested pursuant to Section 3, then the Award, to the extent not vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying the Award. The Administrator (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided herein, the termination of the Participant’s employment shall result in forfeiture of the Award and the underlying Shares to the extent the Award has not vested as of the Participant’s termination of employment date. As used in this Agreement, the phrase “termination of employment” means a Separation from Service.

(b)Notwithstanding the provisions of Section 3 and Section 4(a), the following provisions shall apply if any of the following shall occur prior to the date the Award becomes fully vested as forth in Section 3 heerein:

(i)Involuntary Termination Without Cause Or With Good Reason. In the event that the Participant’s employment with TFC or an Affiliate is involuntarily terminated for reasons other than “Cause” (as defined herein), including a termination where severance benefits become payable under an employer-sponsored plan applicable to the Participant or employment agreement, which includes a termination for “good reason” as defined in such plan or employment agreement, the Award shall continue to vest, if at all, in accordance with the provisions of Section 3 and Section 4 herein, based solely on the passage of time, contingent upon the Participant’s execution of covenants not to solicit employees or clients of TFC or its Affiliates on terms generally applicable to similarly-situated executives. For purposes of this Agreement, a termination shall be for “Cause” if the termination is on account of the Participant’s (a) dishonesty, theft or embezzlement; (b) refusal or failure to perform the Participant’s assigned duties for TFC or an Affiliate in a satisfactory manner; or (c) engaging in any conduct that could be materially damaging to TFC or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of TFC or any of its Affiliates. The determination of whether termination is for Cause shall be made by the Administrator (or its designee, to the extent permitted under the Plan), and its determination shall be final and conclusive. For the avoidance of doubt, if the Participant declines to execute reasonable covenants not to solicit employees or clients of TFC or its Affiliates, any unvested portion of the Award will be forfeited.

(ii)Death. In the event the Participant’s employment with TFC or an Affiliate ends due to the Participant’s death, the Award shall become fully vested upon the date of the Participant’s death without regard to the vesting schedule set forth in Section 3 herein.

(iii)Disability. In the event that the Participant remains in the continuous employ of TFC or an Affiliate from the Grant Date until the date of the Participant’s Disability (as determined by the Administrator or its designee in accordance with the Plan and, if applicable, Section 409A) the Award shall become fully vested upon the date of the Participant’s Separation from Service on account of Disability without regard to the vesting schedule set forth in Section 3 herein.

(iv)Retirement. In the event that the Participant remains in the continuous employ of TFC or an Affiliate from the Grant Date until the Participant's termination of employment due to “Retirement,” the Award shall continue to vest according to the

vesting schedule set forth in Section 3 herein, if, and only if, the Participant has completed at least six (6) calendar months of continuous employment after the Grant Date (beginning with the first day of the calendar month following the Grant Date and ending on the last working day of the sixth (6th) calendar month). For purposes of this Award, “Retirement” occurs only when a Participant incurs a Separation from Service on or after the Participant’s attainment of at least age 60 with at least 10 years of service with TFC and/or an Affiliate.

(v)Change of Control.

(A)    In the event that there is “Change of Control,” as defined in Section 4(b)(v)(B), of TFC subsequent to the date hereof, the Award shall become fully vested as of the date of Participant’s involuntary termination without Cause or with good reason, as defined in Section 4(b)(i), without regard to the vesting schedule set forth in Section 3 herein. In the event Participant does not experience an involuntary termination without Cause or with good reason, as defined in Section 4(b)(i), following a Change of Control, the Award shall continue to vest, if at all, in accordance with the provisions of Section 3 and Section 4 herein.

(B)     For purposes of this Section 4(b)(v), a “Change of Control” will be deemed to have occurred on the earliest of the following dates: (i) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together with its affiliates, excluding employee benefit plans of TFC and its Affiliates, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of TFC representing thirty percent (30%) or more of the combined voting power of TFC’s then outstanding securities; or (ii) the date when, as a result of a tender offer or exchange offer for the purchase of securities of TFC (other than such an offer by TFC for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Restriction Period of the Award constituted TFC’s Board, plus new directors whose election or nomination for election by TFC’s shareholders is approved

by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the “Continuing Directors”), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (iii) the date that a transaction for the sale or disposition by TFC of all or substantially all of TFC’s assets (within the meaning of Section 409A) closes or is otherwise successfully consummated; or (iv) the date that any one person, or more than one person acting as a group, acquires ownership of stock of TFC that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of TFC within the meaning of Section 409A.

5.Settlement of Award and Distribution of Shares.

(a)Upon vesting, the Award shall be payable in whole shares of Common Stock. Fractional Shares shall not be issuable hereunder, and unless the Administrator determines otherwise, any such fractional Share shall be disregarded.

(b)Shares of Common Stock subject to the Award shall, upon vesting of the Award, be issued and distributed to the Participant (or if the Participant is deceased, to the Participant’s beneficiary or beneficiaries) in a lump sum within two and one-half (2 ½) months after the end of the Restriction Period (provided that if such two and one-half (2 ½) month period begins in one calendar year and ends in another, the Participant (or the Participant’s beneficiary or beneficiaries) shall not have the right to designate the calendar year of payment).

6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan shall confer upon the Participant any right to continue in the employment or service of TFC or an Affiliate or affect in any way with the right of TFC or an Affiliate to terminate the Participant’s employment or service at any time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the Award shall terminate upon termination of the employment or service of the Participant with TFC or an Affiliate. The grant of the Award does not create any obligation on the part of TFC or an Affiliate to grant any further Awards. So long as the Participant shall continue to be an Employee of TFC or an Affiliate, the Award shall not be affected by any change in the duties or position of the Participant.

7.Nontransferability of Award and Shares. The Award shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the

8.Non-solicitation Covenants.

(a)In consideration of the grant of this Award, Participant agrees that, during employment with TFC and for twelve (12) months after the termination of Participant's employment by either party and for any reason, Participant will not directly or indirectly solicit or recruit for employment or encourage to leave employment with TFC, on Participant’s own behalf or that of any other person any employee of TFC with whom Participant worked during Participant’s employment or about whom Participant came to know confidential information as a result of employment with TFC and who has not thereafter ceased to be employed by TFC for a period of at least three (3) months. This provision will not prohibit the Participant from soliciting or hiring any person who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, internet database, or recruiting or employment agencies, not specifically directed at employees of TFC. Participant acknowledges that by virtue of this provision, they are likewise restricted from being solicited or recruited for employment by current or former employee of Truist also bound by a similar provision, directly or indirectly and hereby knowingly consents to that restriction. This Section shall not prohibit Participant from responding to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, internet databases, or recruiting or employment agencies, not specifically directed at employees or consultants of Truist.

(b)In consideration of the grant of this Award, Participant agrees that, during employment with TFC and for twelve (12) months after the termination of Participant's employment by either party and for any reason, Participant will not directly or indirectly solicit, communicate with or otherwise contact any of TFC’s customers with whom Participant had material contact during employment with TFC, for the purpose of conducting any business with them on behalf of any person or entity other than TFC which is substantially similar to the business conducted by the business unit in which Participant last worked at TFC. Participant will not directly or indirectly solicit, communicate with or otherwise contact any of Truist’s third-party vendors with whom Participant had material contact during employment with Truist, for the purpose of diverting their business away from Truist to any person or entity other than Truist which is substantially similar to the business conducted by the business unit in which Participant last worked at Truist, or otherwise disrupting Truist’s relationship with the third-party vendor. “Material contact” means (i) actual contact with Business Partner, third-party vendors or customers—such as through the provision or receipt of services or sales visits or calls—or (ii) coming to know confidential information about a TFC vendor or customer—such as by obtaining pricing and sales information. This provision does not prohibit Participant from accepting as a vendor or client any person or entity who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, or internet databases, not specifically directed at Business Partner, vendors or customers of TFC.

(c)Participant agrees that the preceding provisions are reasonable and necessary to protect TFC’s legitimate business interests and that they will not unreasonably interfere with Participant’s ability to earn a living following his/her separation from TFC. Finally, Participant agrees that, in the event Participant breaches or threatens to breach these non-solicitation provision, such breach will cause irreparable harm and injury to TFC and will leave TFC with no adequate remedy at law, and (i) TFC may seek equitable relief, without the necessity of posting a bond, in addition to monetary damages and any other appropriate relief; and (ii) TFC will be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this provision.

(d)Participant and TFC agree that any of the preceding non-solicitation provisions is ever determined by a court to exceed the time, scope, or geographic limitations permitted by applicable law, then such provision(s) will be reformed to the maximum time, scope, and geographic limitations permitted by law. If any such provision(s) cannot be so reformed, then such provision will be severed from this Agreement and will not adversely affect the legality, validity, or enforceability of any of the remaining provisions in this Agreement.

9.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of TFC with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, employment agreement or any other similar agreement between the Participant and TFC or an Affiliate, including, but not limited to, any restrictive covenants contained in such agreements.

10.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the principles of conflicts of law, and in accordance with applicable United States federal laws.

11.Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by TFC of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

12.Issuance of Shares; Rights as Shareholder. The Participant and the Participant’s legal representatives, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any voting rights, dividend rights or other rights of a shareholder unless and until such Shares have been issued to the Participant or them. No Shares subject to the Award shall be issued at the time of grant of the Award. Shares subject to the Award shall be issued in the name of the Participant (or if the Participant is deceased, in the name of the Participant’s beneficiary or beneficiaries) as soon as practicable after, and only

to the extent that, the Award has vested and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights shall be granted in connection with the Award, and the Award shall not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan). No dividends on the Shares shall be payable prior to both (i) the vesting of the Award and (ii) the issuance and distribution of Shares to the Participant.

13.Withholding; Tax Matters; Fees.

(a)TFC shall report all income and prior to the delivery or transfer of Shares or any other benefit conferred under the Plan, TFC or its agent shall withhold all required local, state, federal, foreign and other income tax obligations and any other amount required to be withheld by any governmental authority or law and paid over by TFC to such authority for the account of such recipient. In accordance with procedures established by the Administrator (including, without limitation, procedures established by the Administrator after TFC’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016), the Participant may arrange to pay all applicable taxes in cash; or in the event the Participant does not make such arrangements, such tax obligations shall be satisfied by the withholding or sale of Shares to which the Participant is entitled, and the number of Shares to be withheld or sold shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied.

(b)TFC has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or issuance, transfer or disposition of Shares (or any other benefit) pursuant to the Award, and the Participant is in no manner relying on TFC or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award (including but not limited to the acquisition or disposition of the Shares subject to the Award) and that the Participant should consult a tax advisor prior to such acquisition or disposition. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that TFC has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

(c)All third party fees relating to the release, delivery, or transfer of any Award or Shares shall be paid by the Participant or other recipient. To the extent the Participant or other recipient is entitled to any cash payment from TFC or any of its Affiliates, the Participant hereby authorizes the deduction of such fees from such payment(s) without further action or authorization of the Participant or other recipient; and to the extent the Participant or other recipient is not entitled to any such payments, the Participant or other recipient shall pay TFC or its designee an amount equal to such fees immediately upon the third party’s charge of such fees.

14.Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the

Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Any interpretation of this Agreement by the Administrator and any decision made by it with respect to this Agreement is final and binding on the parties hereto.

15.Notices. Any and all notices under this Agreement shall be in writing and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of TFC, to its Human Resources Division, 214 N Tryon Street, Charlotte, NC 28202, attention: Chief Human Resources Officer, and in the case of the Participant, to the last known address of the Participant as reflected in TFC’s records.

16.Severability. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

17.Compliance with Laws; Restrictions on Award and Shares. TFC may impose such restrictions on the Award and the Shares or other benefits underlying the Award as it may deem advisable, including without limitation restrictions under the federal securities laws, federal tax laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such Award or Shares. Notwithstanding any other provision in the Plan or this Agreement to the contrary, TFC shall not be obligated to issue, deliver or transfer any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act). TFC may cause a restrictive legend or legends to be placed on any Shares issued pursuant to the Award in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.

18.Successors and Assigns. Subject to the limitations stated herein and in the Plan, this Agreement shall be binding upon and inure to the benefit of the Participant and the Participant’s executors, administrators and permitted transferees and beneficiaries and TFC and its successors and assigns.

19.Counterparts; Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

20.Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, subject to any applicable laws to the contrary, TFC may reduce the amount of any benefit or payment otherwise payable to or on behalf of the Participant by the amount of any obligation of the Participant to TFC or an Affiliate that is or becomes due and payable, and the Participant shall be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset shall not exceed the greater of Five Thousand Dollars ($5,000) or the maximum offset amount then permitted under Section 409A.

21.Adjustment of Award.

(a)The Administrator shall have authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting TFC or any Affiliate, or the financial statements of TFC or any Affiliate, or of changes in applicable laws, regulations or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable laws, rules or regulations.

(b)Notwithstanding anything contained in the Plan or elsewhere in this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements and/or policies adopted by TFC, retains the right at all times to decrease or terminate the Award and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan shall be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator as necessary to comply with applicable law and/or policies adopted by TFC, including but not limited to Truist’s Executive Compensation Recoupment Policy; and (ii) in the event any legislation, regulation(s), or formal or informal guidance require(s) any compensation payable under the Plan (including, without limitation, the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award shall be deferred, reduced, eliminated, paid in a different form, or subjected to vesting or other restrictions as, and solely to the extent, required by such legislation, regulation(s), or formal or informal guidance.

22.Award Conditions.

(a)Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that either (i) the Administrator or the Board of Governors of the Federal Reserve System determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to improve the risk sensitivity of the Award, whether by (a) adjusting the Award quantitatively or judgmentally based on the risk the Participant’s activities pose to TFC or an Affiliate; (b) extending the Restriction Period for determining the Award; (c) extending the Restriction Period and adjusting for actual losses or other performance issues; or (d) otherwise as required by the Administrator or the Federal Reserve System; or (ii) the Administrator or the United States government (including, without limiting any agency thereof) determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement and/or the Award shall be automatically amended to incorporate such change, without further action of the Participant, and the Administrator shall provide the Participant notice thereof.

(b)Notwithstanding anything contained in the Plan or this Agreement to the contrary, to the extent that either the Administrator or the United States government (including, without limitation, any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects TFC or an

Affiliate to any adverse tax consequences that TFC or an Affiliate is not otherwise subject to on the Grant Date because of, any current or future United States law, any rule, regulation, or other authority, then this Agreement shall automatically terminate effective as of the Grant Date and the Award shall automatically be cancelled as of the Grant Date without further action on the part of the Administrator or the Participant and without any compensation to the Participant for such termination and cancellation. The Administrator agrees to provide notice to the Participant of any such termination and cancellation.

IN WITNESS WHEREOF, TFC and the Participant have entered into this Agreement effective as of the Grant Date. Should the Participant fail to acknowledge his or her electronic acceptance of this Agreement, this Agreement may become null and void as of the Grant Date, and the Participant may forfeit any and all rights hereunder at the discretion of the Administrator.

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12

Document

Exhibit 10.4

Truist Financial Corporation

Notice of Grant and Agreement

Truist Financial Corporation, pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan (the “Plan”), affords the Employee (the “Participant”) specified in this Notice of Grant and Agreement (the “Notice of Grant”) the right to acquire shares of Truist’s Common Stock as set forth in this Notice of Grant. This Notice of Grant is subject to the terms and conditions of the associated Restricted Stock Unit Agreement (the “Agreement”). Unless otherwise provided herein, capitalized terms in this Notice of Grant shall have the same definitions as set forth in the Agreement.

Participant: [Name]

Award: Performance Stock

Award Name: Truist Teammate

Grant Date: [Grant Date]

Shares: [Number of Shares Granted]

Share Price: [Fair Market Value]

Vesting Schedule

Shares/Options Awarded Vest Date
[Quantity Vesting] [Vesting Date]

By accepting the Award, the Participant and Truist agree that the Award is granted under and governed by the terms and conditions of the Plan and the Agreement, which are incorporated herein by this reference and made a part of this Notice of Grant. In the event of any conflict of terms between the Notice of Grant, the Agreement and the Plan, the terms of the Plan (as interpreted by the Administrator) will prevail.

TRUIST FINANCIAL CORPORATION 2022 INCENTIVE PLAN

Performance Unit Award Agreement

(Senior Executive – 60/10 Retirement)

Grant Date: #Grant Date#
Performance Period: January 1, 2024 through December 31, 2026

THIS AGREEMENT (the “Agreement”), made effective as of #Grant Date# (the “Grant Date”), between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”), for itself and its Affiliates, and the Employee (the “Participant”) specified in the accompanying Notice of Grant and Agreement (the “Notice of Grant”), is made pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended and/or restated (the “Plan”).

RECITALS:

TFC desires to carry out the purposes of the Plan by affording the Participant an opportunity to acquire shares of TFC Common Stock, $5.00 par value per share (the “Common Stock”), as hereinafter provided.

In consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Incorporation of Notice of Grant and Plan. The Notice of Grant is part of this Agreement and incorporated herein. The rights and duties of TFC and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

2.Grant of Performance Units. Subject to the terms of this Agreement and the Plan, TFC hereby grants the Participant an Award of Performance Units (the “Award”) for the number of whole shares of Common Stock at the Target Level of Achievement (the “Shares”) specified in the Notice of Grant and in accordance with the following provisions:

(a)Performance Period. The performance period (“Performance Period”) for the Award shall be January 1, 2024 through December 31, 2026.

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(b)Partial Performance Period.

(i)(1) Death or Disability. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment due to death or Disability, the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Threshold Performance Goal and at least one Threshold Level of Achievement for the Performance Goals provided in Exhibit A herein; provided that, in the case of a Change of Control, the Performance Period shall end as of the later of the date of the Change of Control or the termination of the Participant’s employment due to death or Disability, and payment shall be made, within two and one-half (2 ½) months following the later of a Change of Control or the termination of the Participant’s employment due to death or Disability, as provided in Section 5 herein, calculated as provided in Section 2(c)(iii) below. For the avoidance of doubt, the phrase “termination of employment” means a Separation from Service.

(2)    Involuntary Termination Without Cause, Good Reason, and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without “Cause” (as defined below), including a termination where severance benefits become payable under an employer-sponsored plan applicable to the Participant or employment agreement, which includes a termination for “good reason” as defined in such plan or employment agreement, or (B) due to Retirement (as defined below), the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Threshold Performance Goal and at least one Threshold Level of Achievement for the Performance Goals provided in Exhibit A herein; provided that, if the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause, payment of the Award is contingent upon the Participant’s execution of covenants not to solicit employees or clients of TFC or its Affiliates on terms generally applicable to similarly-situated executives. In the case of a Change of Control, the Performance Period shall end as of the later of the date of the Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, and payment shall be made, within two and one-half (2 ½) months following the later of a Change of Control or the

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termination of the Participant’s employment due to involuntary termination with Cause or good reason, as provided in Section 5 herein, calculated as provided in Section 2(c)(iii) below. A termination shall be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates is on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for TFC or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to TFC or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of TFC or any of its Affiliates. The determination of whether termination is for Cause shall be made by the Administrator (or its designee, to the extent permitted under the Plan), and its determination shall be final and conclusive. The phrase “termination of employment” means a Separation from Service. For purposes of this Award, “Retirement” occurs only when a Participant incurs a Separation from Service on or after the Participant’s attainment of at least age 60 with at least 10 years of service with TFC and/or an Affiliate. If the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause and the Participant declines to execute reasonable covenants not to solicit employees or clients of TFC or its Affiliates, any unvested portion of the Award will be forfeited.

(c)Performance Measures for Award. The pre-established three- (3-) year Performance Period’s Performance Measures (as defined in Section 2(c)(i) below) applicable to the Award are as follows:

(i)The Performance Measures and Levels of Achievement for the Award are set forth in Exhibit A attached hereto and made a part hereof.

(ii)For purposes hereof, the term “Peer Group” means Bank of America Corporation; Citizens Financial Group, Inc.; Fifth-Third Bancorp; JPMorgan Chase and Company; KeyCorp; M&T Bank Corporation; PNC Financial Services Group, Inc.; Regions Financial Corporation; U.S. Bancorp; Wells Fargo & Company.

(iii)Change of Control. If there is a Change of Control during the Performance Period, the Participant’s Award shall be calculated as follows: provided that the Threshold Performance Goal stated in Exhibit A is met for the completed calendar year(s) prior to the Change of Control (and if there are no completed calendar years prior to the Change of Control, the Threshold Performance Goal

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shall be deemed to be met), Participant’s Award shall be the sum of (1) and (2) as follows (and payable in accordance with Section 5 of this Agreement): (1) for completed calendar year(s) prior to the Change of Control, an Award amount shall be calculated by multiplying the Shares by a fraction, the numerator of which is the number of completed year(s) and the denominator of which is 3, and then by determining the actual Levels of Achievement attained during such completed calendar year(s) as provided in Exhibit A, applied thereto for the completed calendar year(s) of the Performance Period; and (2) for the remaining uncompleted calendar year(s) in the Performance Period, an Award amount calculated by multiplying the Shares by a fraction, the numerator of which is the number of uncompleted calendar year(s) and the denominator of which is 3, and then multiplying the product thereof by the Target Level of Achievement for the Absolute Performance Goal and Relative Performance Goal in Exhibit A. For the avoidance of doubt, a Change of Control will not, by itself, shorten the Performance Period.

(iv)For purposes of Section 2(c)(iii) above, a “Change of Control” will be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together with its affiliates, excluding employee benefit plans of TFC and its Affiliates, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of TFC representing thirty percent (30%) or more of the combined voting power of TFC’s then outstanding securities; or (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of TFC (other than such an offer by TFC for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Performance Period of the Award constituted TFC’s Board, plus new directors whose election or nomination for election by TFC’s shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the “Continuing Directors”), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date that a transaction for the sale or disposition by TFC of all or substantially all of TFC’s assets (within the meaning of Section 409A) closes or is otherwise successfully consummated; or (D) the date that any

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one person, or more than one person acting as a group, acquires ownership of stock of TFC that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of TFC within the meaning of Section 409A.

3.Vesting of Award. Subject to the terms of the Plan and the Agreement (including but not limited to the provisions of Sections 2, 4, and 5 herein), the Award shall be 100% vested and, to the extent any Award payout is determined by the Administrator, earned on March 15, 2027, following the December 31, 2026 expiration of the Performance Period, provided that the Administrator has not determined that all or any part of the Award shall be cancelled or forfeited as a result of either (i) a significant, negative risk outcome as a result of a corporate or individual action, or (ii) TFC incurring an aggregate operating loss for the Performance Period. The Administrator has sole authority to determine whether and to what degree the Award has vested and is payable and to interpret the terms and conditions of this Agreement and the Plan.

4.Forfeiture of Award. Except as may be otherwise provided in the Plan or in this Agreement (including, without limitation, the provisions of Section 2(b) herein), in the event that the employment of the Participant with TFC or an Affiliate terminates for any reason and the Award has not vested pursuant to Section 3, then the Award, to the extent not vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award. The Administrator (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided in this Agreement, the termination of the Participant’s employment shall result in forfeiture of the Award and any underlying payout to the extent the Award has not vested as of the Participant’s termination of employment date.

5.Award Payout.

(a)The amount of the Award payout, if any, shall be determined by the Administrator following the end of the Performance Period in accordance with the terms of this Agreement and the Plan including, without limitation, all applicable adjustments to the calculation of the Performance Measures.

(b)The Award payout determined pursuant to Section 5(a) shall be payable, and paid, in shares of Common Stock.

(c)Award payout shall, upon vesting of the Award, be made to the Participant (or in the event of the Participant’s death, to the Participant’s beneficiary or beneficiaries) in a lump sum within two and one-half (2 ½) months following the end of the Performance Period, or the end of the Partial Performance Period as defined in Section (2)(b) (provided that if such two and one-half (2 ½) month period begins in one calendar year and ends in another, the Participant

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(or the Participant’s beneficiary or beneficiaries) shall not have the right to designate the calendar year of payment).

6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan shall confer upon the Participant any right to continue in the employment or service of TFC or an Affiliate or affect in any way with the right of TFC or an Affiliate to terminate the Participant’s employment or service at any time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the Award shall terminate upon termination of the employment or service of the Participant with TFC or an Affiliate. The grant of the Award does not create any obligation on the part of TFC or an Affiliate to grant any further awards. So long as the Participant shall continue to be an Employee of TFC or an Affiliate, the Award shall not be affected by any change in the duties or position of the Participant.

7.Nontransferability of Award and Shares. The Award, and any Award payout, shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the Participant may disclaim the Award.

8.Non-solicitation Covenants.

(a)In consideration of the grant of this Award, Participant agrees that, during employment with TFC and for twelve (12) months after the termination of Participant's employment by either party and for any reason, Participant will not directly or indirectly solicit or recruit for employment or encourage to leave employment with TFC, on Participant’s own behalf or that of any other person any employee of TFC with whom Participant worked during Participant’s employment or about whom Participant came to know confidential information as a result of employment with TFC and who has not thereafter ceased to be employed by TFC for a period of at least three (3) months. This provision will not prohibit the Participant from soliciting or hiring any person who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, internet database, or recruiting or employment agencies, not specifically directed at employees of TFC. Participant acknowledges that by virtue of this provision, they are likewise restricted from being solicited or recruited for employment by current or former employee of Truist also bound by a similar provision, directly or indirectly and hereby knowingly consents to that restriction. This Section shall not prohibit Participant from responding to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, internet databases, or recruiting or employment agencies, not specifically directed at employees or consultants of Truist.

(b)In consideration of the grant of this Award, Participant agrees that, during employment with TFC and for twelve (12) months after the termination of Participant's employment by either party and for any reason, Participant will not directly or indirectly solicit,

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communicate with or otherwise contact any of TFC’s customers with whom Participant had material contact during employment with TFC, for the purpose of conducting any business with them on behalf of any person or entity other than TFC which is substantially similar to the business conducted by the business unit in which Participant last worked at TFC. Participant will not directly or indirectly solicit, communicate with or otherwise contact any of Truist’s third-party vendors with whom Participant had material contact during employment with Truist, for the purpose of diverting their business away from Truist to any person or entity other than Truist which is substantially similar to the business conducted by the business unit in which Participant last worked at Truist, or otherwise disrupting Truist’s relationship with the third-party vendor. “Material contact” means (i) actual contact with Business Partner, third-party vendors or customers—such as through the provision or receipt of services or sales visits or calls—or (ii) coming to know confidential information about a TFC vendor or customer—such as by obtaining pricing and sales information. This provision does not prohibit Participant from accepting as a vendor or client any person or entity who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, or internet databases, not specifically directed at Business Partner, vendors or customers of TFC.

(c)Participant agrees that the preceding provisions are reasonable and necessary to protect TFC’s legitimate business interests and that they will not unreasonably interfere with Participant’s ability to earn a living following his/her separation from TFC. Finally, Participant agrees that, in the event Participant breaches or threatens to breach these non-solicitation provision, such breach will cause irreparable harm and injury to TFC and will leave TFC with no adequate remedy at law, and (i) TFC may seek equitable relief, without the necessity of posting a bond, in addition to monetary damages and any other appropriate relief; and (ii) TFC will be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this provision.

(d)Participant and TFC agree that any of the preceding non-solicitation provisions is ever determined by a court to exceed the time, scope, or geographic limitations permitted by applicable law, then such provision(s) will be reformed to the maximum time, scope, and geographic limitations permitted by law. If any such provision(s) cannot be so reformed, then such provision will be severed from this Agreement and will not adversely affect the legality, validity, or enforceability of any of the remaining provisions in this Agreement.

9.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations, or agreements of TFC with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, employment agreement or any other similar agreement between the Participant and TFC or an Affiliate, including, but not limited to, any restrictive covenants contained in such agreements.

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10.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the principles of conflicts of law, and in accordance with applicable United States federal laws.

11.Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by TFC of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

12.Issuance of Shares; Rights as Shareholder. The Participant and the Participant’s legal representatives, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any voting rights, dividend rights or other rights of a shareholder unless and until such Shares have been issued to the Participant or them. No Shares subject to the Award shall be issued at the time of grant of the Award. Shares subject to the Award shall be issued in the name of the Participant (or, if the Participant is deceased, in the name of the Participant’s beneficiary or beneficiaries) as soon as practicable after, and only to the extent that, the Award has vested and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights shall be granted in connection with the Award, and the Award shall not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan). No dividends on the Shares shall be payable prior to both (i) the vesting of the Award and (ii) the issuance and distribution of Shares to the Participant.

13.Withholding; Tax Matters.

(a)TFC or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, TFC shall require the Participant to pay to TFC in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by TFC or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have TFC withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without

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limitation, procedures established by the Administrator after TFC’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016.

(b)TFC has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on TFC or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that TFC has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

14.Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any decision made by it with respect to the Agreement are final and binding on the parties hereto.

15.Notices. Any and all notices under this Agreement shall be in writing and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of TFC, to its Human Resources Division, 214 N Tryon Street, Charlotte, NC 28202, attention: Chief Human Resources Officer, and in the case of the Participant, to the last known address of the Participant as reflected in TFC’s records.

16.Severability. The provisions of this Agreement are severable; and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

17.Compliance with Laws; Restrictions on Award and Shares of Common Stock. TFC may impose such restrictions on the Award and any shares of Common Stock relating to the payout of the Award as it may deem advisable, including without limitation restrictions under the federal securities laws, federal tax laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such Award or shares of Common Stock. Notwithstanding any other provision in the Plan or this Agreement to the contrary, TFC shall not be obligated to issue, deliver or transfer any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act). TFC may cause a restrictive legend or legends to be placed on any certificate for shares of Common Stock issued pursuant to the Award in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.

18.Successors and Assigns. Subject to the limitations stated herein and in the Plan, this Agreement shall be binding upon and inure to the benefit of the Participant and the

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19.Counterparts; Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

20.Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, subject to any applicable laws to the contrary, TFC may reduce the amount of any benefit or payment otherwise payable to or on behalf of the Participant by the amount of any obligation of the Participant to TFC or an Affiliate that is or becomes due and payable, and the Participant shall be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset shall not exceed the greater of Five Thousand Dollars ($5,000) or the maximum offset amount then permitted under Section 409A.

21.Adjustment of Award.

(a)The Administrator shall have authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting TFC or any Affiliate, or the financial statements of TFC or any Affiliate, or of changes in applicable laws, regulations or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable laws, rules or regulations.

(b)Notwithstanding anything contained in the Plan or elsewhere in this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements and/or policies adopted by TFC, retains the right at all times to decrease or terminate the Award and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan shall be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator as necessary to comply with applicable law and/or policies adopted by TFC; and (ii) in the event any legislation, regulation(s), or formal or informal guidance require(s) any compensation payable under the Plan (including, without limitation, the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award shall be deferred, reduced, eliminated, paid in a different form or subjected to vesting or other restrictions as, and solely to the extent, required by such legislation, regulation(s), or formal or informal guidance.

22.Award Conditions.

(a)Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that either (i) the Administrator or the Board of Governors of the Federal Reserve System determines that any change to the Plan and/or this Agreement is required, necessary,

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advisable, or deemed appropriate to improve the risk sensitivity of the Award, whether by (a) adjusting the Award quantitatively or judgmentally based on the risk the Participant’s activities pose to TFC or an Affiliate; (b) extending the Performance Period for determining the Award; (c) extending the Performance Period and adjusting for actual losses or other performance issues; or (d) otherwise as required by the Administrator or the Federal Reserve System; or (ii) the Administrator or the United States government (including, without limiting any agency thereof) determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement and/or the Award shall be automatically amended to incorporate such change, without further action of the Participant, and the Administrator shall provide the Participant notice thereof.

(b)Notwithstanding anything contained in the Plan or this Agreement to the contrary, to the extent that either the Administrator or the United States government (including, without limitation, any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects TFC or an Affiliate to any adverse tax consequences that TFC or an Affiliate is not otherwise subject to on the Grant Date because of, any current or future United States law, any rule, regulation, or other authority, then this Agreement shall automatically terminate effective as of the Grant Date and the Award shall automatically be cancelled as of the Grant Date without further action on the part of the Administrator or the Participant and without any compensation to the Participant for such termination and cancellation. The Administrator agrees to provide notice to the Participant of any such termination and cancellation.

IN WITNESS WHEREOF, TFC and the Participant have entered into this Agreement effective as of the Grant Date. Should the Participant fail to acknowledge his or her electronic acceptance of this Agreement, this Agreement may become null and void as of the Grant Date, and the Participant may forfeit any and all rights hereunder at the discretion of the Administrator.

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EXHIBIT A

TO

TRUIST FINANCIAL CORPORATION

2022 INCENTIVE PLAN

Performance Unit Award Agreement

(Senior Executive)

(January 1, 2024 through December 31, 2026 Performance Period - 2027 Payout)

1.    Threshold Performance Goal: The Threshold Performance Goal is a Common Equity Tier 1 (“CET1”) ratio greater than the minimum capital requirement plus the stress capital buffer requirement under 12 CFR part 217 for Truist as of the last day of the Performance Period. If the Threshold Performance Goal is not met, there will not be an Award payout.

2.    Absolute Performance Goal: If the Threshold Performance Goal is achieved, the Award payout for the Performance Period will then be evaluated by the Administrator based upon TFC Absolute Cumulative Adjusted EPS excluding ACL Reserve Dollar Changes over the Performance Period and TFC Relative Adjusted EPS Growth against the Peer Group (calculated each year and then averaged over the three-year Performance Period), each scored independently, then weighted and added together, pursuant to the following:

Absolute Cumulative Adjusted EPS<br><br>excluding ACL Reserve Dollar Change (“ACAEPS”)
Level of Achievement Performance<br><br>(TFC ACAEPS) Weight Payout Percent of Participant’s Target %
Maximum 13.75 75% 112.5%
Target 11.00 75% 75.0%
Threshold 6.24 75% 18.75%

Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Target %” column above.

3.    Relative Performance Goal:

Relative Adjusted EPS Growth (“RAEPSG”)
Rank Percentile Performance<br><br>(TFC RAEPSG Relative to Peer Group RAEPSG) Weight Payout Percent of Participant’s Target %
1 (Maximum) 150% 25% 37.50%
2 150% 25% 37.50%
3 137.5% 25% 34.38%
4 125% 25% 31.25%
5 112.5% 25% 28.13%
6 (Target = Median) 100% 25% 25.00%

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7 83.3% 25% 20.83%
8 66.7% 25% 16.68%
9 (Threshold) 50% 25% 12.50%
10 or 11 0% 25% 0.00%

Peer Group results will be adjusted based on the amounts and items disclosed in earnings releases and adjustments are intended to promote comparability of performance between Peers. If Peer Group after-tax numbers are unavailable for an adjustable item, pre-tax numbers will be adjusted by applying a standard marginal tax rate that is confirmed by Truist Corporate Tax annually. If a Peer is no longer an independent going concern prior to the completion of a Plan Year, that Peer will be excluded from the analysis for that specific Plan Year and any subsequent Plan Years, and the Administrator will then reset the relative payout matrix for Relative Adjusted EPS Growth in a proportionate manner.

4.    Relative TSR Modifier:

Based on cumulative percentage returns over the three-year Performance Period.

Relative TSR (Percentile Performance of TFC TSR Relative to Peer Group TSR) TSR Modifier
25th or less 20 Point arithmetic reduction in Award payout
Greater than 25th but less than 75th 0 Point reduction or increase in Award payout
75th or greater 20 Point additive increase in Award payout, provided that the maximum Award payout cannot exceed 150% of Target

“Relative Total Shareholder Return” and “Relative TSR” mean TFC’s total Common Stock shareholder return performance rank defined as a percentile for the Performance Period relative to the range of the Peer Group members’ total common stock shareholder return for the Performance Period. Total shareholder return for TFC and each Peer Group member shall be calculated based upon TFC’s Common Stock and the Peer Group members’ common stock appreciation during the Performance Period plus the value of dividends paid during the Performance Period on such stock (which dividends shall be deemed to have been reinvested in such underlying stock).

5.    Adjustments: The goals in setting target levels for TFC Absolute Cumulative Adjusted EPS and TFC Relative Adjusted EPS Growth are to align the interests of management with those of the Company’s shareholders, to incent forward-looking and sustained performance, and to drive balanced risk-taking. The Company and its shareholders would not be well served by rewarding or penalizing management for items that impact TFC Absolute Cumulative Adjusted EPS and TFC Relative Adjusted EPS Growth but that would not further the achievement of these goals.

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As a result, for purposes of calculating TFC Absolute Cumulative Adjusted EPS and TFC Relative Adjusted EPS Growth for a fiscal year, each of the following items may be excluded to the extent such item is material and was not taken into account in establishing the target levels: significant corporate transactions, litigation and regulatory judgments, charges or settlements and any accruals or reserves relating to litigation and regulatory matters, the effect of changes in U.S. federal tax law to the extent such going-forward changes are reasonably determinable, the effect of changes in accounting principles, including any related accounting restatements, gains or losses on the acquisition or divestiture of a business, merger-related and restructuring charges and other M&A related expenses/ integration costs, losses or gains on securities and the early extinguishment of debt, goodwill and/or intangible assets impairments, one-time expenses related to special assessments imposed by the FDIC, incremental income or expenses directly matched against one of the items above (e.g., securities losses or charitable contributions made to directly offset a gain on the divestiture of a business in the same quarter), and any other items that are categorized as unusual and infrequent in nature.

Adjustments for these excluded items (which may include adjustments to the Performance and Payout Percent to the columns in 2 or 3 above) will be made in the sole discretion of the Administrator in a manner it determines consistent with the intention that Participants are neither penalized nor rewarded for these items. Where applicable, adjustments will be applied formulaically consistent with principles historically applied and in a manner that will not trigger a modification or new measurement date with respect to any Award under GAAP and shall include adjustment for any recapitalization, split-up, spinoff, reorganization, restructuring or other similar corporate transaction.

6.    Discretionary Decreases: The Administrator has the discretion to decrease Award payouts based on business factors, including but not limited to, risk outcomes, industry conditions, performance relative to peers, regulatory developments, and changes in capital requirements.

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Document

Exhibit 10.5

TRUIST FINANCIAL CORPORATION         2022 INCENTIVE PLAN

LTIP Award Agreement

(Senior Executive – 60/10 Retirement)

Name of Participant: [Name]
Grant Date: February 26, 2024
Performance Period: January 1, 2024 through December 31, 2026

THIS AGREEMENT (the “Agreement”), made effective as of February 26, 2024 (the “Grant Date”), between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”), and [Name], an Employee (the “Participant”).

RECITALS:

TFC desires to carry out the purposes of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended and/or restated (the “Plan”), by affording the Participant a long-term incentive compensation opportunity as hereinafter provided.

In consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Incorporation of Plan. The rights and duties of TFC and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

2.Performance Award. Subject to the terms of this Agreement and the Plan, TFC hereby grants the Participant an LTIP Award (the “Award”) in accordance with the following provisions:

(a)Performance Period. The performance period (“Performance Period”) for the Award shall be January 1, 2024, through December 31, 2026.

(b)Partial Performance Period.

(i)(1) Death or Disability. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment due to death or Disability,

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the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Threshold Performance Goal and at least one Threshold Level of Achievement for the Performance Goals provided in Exhibit A herein; provided that, in the case of a Change of Control, the Performance Period shall end as of the later of the date of the Change of Control or the termination of the Participant’s employment due to death or Disability, and payment shall be made within two and one-half (2 ½) months following the later of a Change of Control or the termination of the Participant’s employment due to death or Disability, as provided in Section 5 herein, calculated as provided in Section 2(c)(iv) below. For the avoidance of doubt, the phrase “termination of employment” means a Separation from Service.

(2)    Involuntary Termination Without Cause, Good Reason, and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without “Cause” (as defined below), including a termination where severance benefits become payable under an employer-sponsored plan applicable to the Participant or employment agreement, which includes a termination for “good reason” as defined in such plan or employment agreement, or (B) due to Retirement (as defined below), the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Threshold Performance Goal and at least one Threshold Level of Achievement for the Performance Goals provided in Exhibit A herein; provided that, if the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause, payment of the Award is contingent upon the Participant’s execution of covenants not to solicit employees or clients of TFC or its Affiliates on terms generally applicable to similarly-situated executives. In the case of a Change of Control, the Performance Period shall end as of the later of the date of the Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, and payment shall be made, within two and one-half (2 ½) months following the later of a Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, as provided in Section 5 herein, calculated as provided in Section 2(c)(iv) below. A termination shall be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates is

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on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for TFC or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to TFC or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of TFC or any of its Affiliates. The determination of whether termination is for Cause shall be made by the Administrator (or its designee, to the extent permitted under the Plan), and its determination shall be final and conclusive. The phrase “termination of employment” means a Separation from Service. For purposes of this Award, “Retirement” occurs only when a Participant incurs a Separation from Service on or after the Participant’s attainment of at least age 60 with at least 10 years of service with TFC and/or an Affiliate. If the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause and the Participant declines to execute reasonable covenants not to solicit employees or clients of TFC or its Affiliates, any unvested portion of the Award will be forfeited.

(c)Performance Measures for Award. The pre-established three- (3-) year Performance Period’s Performance Measures (as defined in Section 2(c)(i) below) applicable to the Award, the Participant’s targeted percentage of the Participant’s average base salary during the Performance Period (“Participant’s Target %”), Levels of Achievement, and the potential projected cash payout to the Participant, based upon the Level of Achievement, are as follows:

(i)The Performance Measures and Levels of Achievement for the Award, including a Relative TSR Modifier, are set forth in Exhibit A attached hereto and made a part hereof.

(ii)The projected Award payout to the Participant, if either the Target Level of Achievement for both the Absolute Performance Goal and the Relative Performance Goal, or if the Maximum Level of Achievement for both the Absolute Performance Goal and Relative Performance Goal is attained for the Performance Period, is summarized in the following chart (with certain assumptions concerning the Participant’s base salary for 2024, 2025 and 2026):

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2024 Base Salary1 2025 Base Salary1 2026 Base Salary1 Participant’s<br><br>Target % Target Payout (if Target Level of Achievement Attained)2 Maximum Payout (if Maximum Level of Achievement Attained)2
$ $ $ % $3 $3

(iii)For purposes hereof, the term “Peer Group” means Bank of America Corporation; Citizens Financial Group, Inc.; Fifth-Third Bancorp; JPMorgan Chase and Company; KeyCorp; M&T Bank Corporation; PNC Financial Services Group, Inc.; Regions Financial Corporation; U.S. Bancorp; Wells Fargo & Company.

(iv)Change of Control. If there is a Change of Control during the Performance Period, the Participant’s Award shall be calculated using the Participant’s “Averaged Base Salary,” determined by adding (A) the Participant’s actual base salary received for each completed calendar year preceding the Change of Control, and (B) the actual annual base salary rate on record as of the date of the Change of Control for all uncompleted calendar years remaining in the Performance Period, the sum of (A) and (B) averaged over the original three (3) year Performance Period (the “Averaged Base Salary”). If there is a Change of Control during the Performance Period, the Participant’s Award shall be calculated as follows: provided that the Threshold Performance Goal stated in Exhibit A is met for the completed calendar year(s) prior to the Change of Control (and if there are no completed calendar years prior to the Change of Control, the Absolute Performance Goal of Section 2(c)(i)(aa) shall be deemed to be met), Participant’s Award shall be the sum of (1) and (2) as follows (and payable in accordance with Section 5 of this Agreement): (1) for completed calendar year(s) prior to the Change of Control, an Award amount shall be calculated by multiplying the Averaged Base Salary by the Participant’s Target %, and then multiplying the product by the actual Level of Achievement attained during such completed calendar year(s) as provided in Exhibit A, then multiplying by a fraction, the numerator of which is the number of completed year(s) and the denominator of which is 3; and (2) for the remaining uncompleted calendar year(s) in the Performance Period, an Award amount calculated by multiplying the Averaged

1     Solely for illustration purposes, projections assume certain salary increases on March 1st of each year. Projections do not reflect negative discretion reductions by the Administrator.

2     The projected payouts will change based upon the Participant’s actual base salary for 2024, 2025 and 2026.

3     Pursuant to the terms of the Plan, in the Administrator’s discretion the Award may be payable in cash, in shares of Common Stock, or in a combination of both.

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Base Salary by the Participant’s Target %, and then multiplying the product by the Target Level of Achievement for the Absolute Performance Goal and the Relative Performance Goal in Exhibit A, then multiplying by a fraction, the numerator of which is the number of uncompleted calendar year(s) and the denominator of which is 3. For the avoidance of doubt, a Change of Control will not, by itself, shorten the Performance Period.

(v)For purposes of Section 2(c)(iv) above, a “Change of Control” will be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together with its affiliates, excluding employee benefit plans of TFC and its Affiliates, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of TFC representing thirty percent (30%) or more of the combined voting power of TFC’s then outstanding securities; or (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of TFC (other than such an offer by TFC for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Performance Period of the Award constituted TFC’s Board, plus new directors whose election or nomination for election by TFC’s shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the “Continuing Directors”), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date that a transaction for the sale or disposition by TFC of all or substantially all of TFC’s assets (within the meaning of Section 409A) closes or is otherwise successfully consummated; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of TFC that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of TFC within the meaning of Section 409A.

3.Vesting of Award. Subject to the terms of the Plan and the Agreement (including but not limited to the provisions of Sections 2, 4, and 5 herein), the Award shall be one hundred percent (100%) vested and, to the extent any Award payout is determined by the Administrator, earned on January 1, 2027, following the December 31, 2026, expiration of the Performance Period, provided that the Administrator has not determined that all or any part of

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the Award shall be cancelled or forfeited as a result of either (i) a significant, negative risk outcome as a result of a corporate or individual action, or (ii) TFC incurring an aggregate operating loss for the Performance Period. The Administrator has sole authority to determine whether and to what degree the Award has vested and is payable and to interpret the terms and conditions of this Agreement and the Plan.

4.Forfeiture of Award. Except as may be otherwise provided in the Plan or in this Agreement (including, without limitation, the provisions of Section 2(b) herein), in the event that the employment of the Participant with TFC or an Affiliate terminates for any reason and the Award has not vested pursuant to Section 3, then the Award, to the extent not vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award. The Administrator (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided in this Agreement, the termination of the Participant’s employment shall result in forfeiture of the Award and any underlying payout to the extent the Award has not vested as of the Participant’s termination of employment date.

5.Award Payout.

(a)The amount of the Award payout, if any, shall be determined by the Administrator following the end of the Performance Period in accordance with the terms of this Agreement and the Plan including, without limitation, all applicable adjustments to the calculation of the Performance Measures.

(b)The Award payout determined pursuant to Section 5(a) shall be payable, and paid, in cash, shares of Common Stock, or a combination of cash and shares of Common Stock, as determined by the Administrator in its sole discretion.

(c)Award payout shall, upon vesting of the Award, be made to the Participant (or in the event of the Participant’s death, to the Participant’s beneficiary or beneficiaries) in a lump sum within two and one-half (2 ½) months following the end of the Performance Period, or the end of the Partial Performance Period as defined in Section (2)(b) (provided that if such two and one-half (2 ½) month period begins in one calendar year and ends in another, the Participant (or the Participant’s beneficiary or beneficiaries) shall not have the right to designate the calendar year of payment).

6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan shall confer upon the Participant any right to continue in the employment or service of TFC or an Affiliate or affect in any way with the right of TFC or an Affiliate to terminate the Participant’s employment or service at any time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the Award shall terminate upon termination of the employment or service of the Participant with TFC or an Affiliate. The grant

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of the Award does not create any obligation on the part of TFC or an Affiliate to grant any further awards. So long as the Participant shall continue to be an Employee of TFC or an Affiliate, the Award shall not be affected by any change in the duties or position of the Participant.

7.Nontransferability of Award and Shares. The Award, and any Award payout, shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the Participant may disclaim the Award.

8.Non-solicitation Covenants.

(a)In consideration of the grant of this Award, Participant agrees that, during employment with TFC and for twelve (12) months after the termination of Participant's employment by either party and for any reason, Participant will not directly or indirectly solicit or recruit for employment or encourage to leave employment with TFC, on Participant’s own behalf or that of any other person any employee of TFC with whom Participant worked during Participant’s employment or about whom Participant came to know confidential information as a result of employment with TFC and who has not thereafter ceased to be employed by TFC for a period of at least three (3) months. This provision will not prohibit the Participant from soliciting or hiring any person who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, internet database, or recruiting or employment agencies, not specifically directed at employees of TFC. Participant acknowledges that by virtue of this provision, they are likewise restricted from being solicited or recruited for employment by current or former employee of Truist also bound by a similar provision, directly or indirectly and hereby knowingly consents to that restriction. This Section shall not prohibit Participant from responding to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, internet databases, or recruiting or employment agencies, not specifically directed at employees or consultants of Truist.

(b)In consideration of the grant of this Award, Participant agrees that, during employment with TFC and for twelve (12) months after the termination of Participant's employment by either party and for any reason, Participant will not directly or indirectly solicit, communicate with or otherwise contact any of TFC’s customers with whom Participant had material contact during employment with TFC, for the purpose of conducting any business with them on behalf of any person or entity other than TFC which is substantially similar to the business conducted by the business unit in which Participant last worked at TFC. Participant will not directly or indirectly solicit, communicate with or otherwise contact any of Truist’s third-party vendors with whom Participant had material contact during employment with Truist, for the purpose of diverting their business away from Truist to any person or entity other than Truist which is substantially similar to the business conducted by the business unit in which Participant last worked at Truist, or otherwise disrupting Truist’s relationship with the third-party

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vendor. “Material contact” means (i) actual contact with Business Partner, third-party vendors or customers—such as through the provision or receipt of services or sales visits or calls—or (ii) coming to know confidential information about a TFC vendor or customer—such as by obtaining pricing and sales information. This provision does not prohibit Participant from accepting as a vendor or client any person or entity who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, or internet databases, not specifically directed at Business Partner, vendors, or customers of TFC.

(c)Participant agrees that the preceding provisions are reasonable and necessary to protect TFC’s legitimate business interests and that they will not unreasonably interfere with Participant’s ability to earn a living following his/her separation from TFC. Finally, Participant agrees that, in the event Participant breaches or threatens to breach these non-solicitation provision, such breach will cause irreparable harm and injury to TFC and will leave TFC with no adequate remedy at law, and (i) TFC may seek equitable relief, without the necessity of posting a bond, in addition to monetary damages and any other appropriate relief; and (ii) TFC will be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this provision.

(d)Participant and TFC agree that any of the preceding non-solicitation provisions is ever determined by a court to exceed the time, scope, or geographic limitations permitted by applicable law, then such provision(s) will be reformed to the maximum time, scope, and geographic limitations permitted by law. If any such provision(s) cannot be so reformed, then such provision will be severed from this Agreement and will not adversely affect the legality, validity, or enforceability of any of the remaining provisions in this Agreement.

9.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations, or agreements of TFC with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, employment agreement or any other similar agreement between the Participant and TFC or an Affiliate, including, but not limited to, any restrictive covenants contained in such agreements.

10.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the principles of conflicts of law, and in accordance with applicable United States federal laws.

11.Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by TFC of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A

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and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

12.Issuance of Shares; Rights as Shareholder. The Participant and the Participant’s legal representatives, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any voting rights, dividend rights or other rights of a shareholder unless and until such Shares have been issued to the Participant or them. No Shares subject to the Award shall be issued at the time of grant of the Award. Shares subject to the Award shall be issued in the name of the Participant (or, if the Participant is deceased, in the name of the Participant’s beneficiary or beneficiaries) as soon as practicable after, and only to the extent that, the Award has vested and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights shall be granted in connection with the Award, and the Award shall not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan). No dividends on the Shares shall be payable prior to both (i) the vesting of the Award and (ii) the issuance and distribution of Shares to the Participant.

13.Withholding; Tax Matters.

(a)TFC or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, TFC shall require the Participant to pay to TFC in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by TFC or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign, or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have TFC withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after TFC’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016.

(b)TFC has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on TFC or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and

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the consequences thereof. The Participant also acknowledges that TFC has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

14.Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any decision made by it with respect to the Agreement are final and binding on the parties hereto.

15.Notices. Any and all notices under this Agreement shall be in writing and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of TFC, to its Human Resources Division, 214 N Tryon Street, Charlotte, NC 28202, attention: Chief Human Resources Officer, and in the case of the Participant, to the last known address of the Participant as reflected in TFC’s records.

16.Severability. The provisions of this Agreement are severable; and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

17.Compliance with Laws; Restrictions on Award and Shares of Common Stock. TFC may impose such restrictions on the Award and any shares of Common Stock relating to the payout of the Award as it may deem advisable, including without limitation restrictions under the federal securities laws, federal tax laws, the requirements of any stock exchange or similar organization and any blue sky, state, or foreign securities laws applicable to such Award or shares of Common Stock. Notwithstanding any other provision in the Plan or this Agreement to the contrary, TFC shall not be obligated to issue, deliver or transfer any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act). TFC may cause a restrictive legend or legends to be placed on any certificate for shares of Common Stock issued pursuant to the Award in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.

18.Successors and Assigns. Subject to the limitations stated herein and in the Plan, this Agreement shall be binding upon and inure to the benefit of the Participant and the Participant’s executors, administrators and permitted transferees and beneficiaries and TFC and its successors and assigns.

19.Counterparts; Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

20.Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, subject to any applicable laws to the contrary, TFC may reduce the amount of any

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benefit or payment otherwise payable to or on behalf of the Participant by the amount of any obligation of the Participant to TFC or an Affiliate that is or becomes due and payable, and the Participant shall be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset shall not exceed the greater of Five Thousand Dollars ($5,000) or the maximum offset amount then permitted under Section 409A.

21.Adjustment of Award.

(a)The Administrator shall have authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting TFC or any Affiliate, or the financial statements of TFC or any Affiliate, or of changes in applicable laws, regulations or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable laws, rules or regulations.

(b)Notwithstanding anything contained in the Plan or elsewhere in this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements and/or policies adopted by TFC, retains the right at all times to decrease or terminate the Award and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan shall be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator as necessary to comply with applicable law and/or policies adopted by TFC; and (ii) in the event any legislation, regulation(s), or formal or informal guidance require(s) any compensation payable under the Plan (including, without limitation, the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award shall be deferred, reduced, eliminated, paid in a different form or subjected to vesting or other restrictions as, and solely to the extent, required by such legislation, regulation(s), or formal or informal guidance.

22.Award Conditions.

(a)Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that either (i) the Administrator or the Board of Governors of the Federal Reserve System determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to improve the risk sensitivity of the Award, whether by (a) adjusting the Award quantitatively or judgmentally based on the risk the Participant’s activities pose to TFC or an Affiliate; (b) extending the Performance Period for determining the Award; (c) extending the Performance Period and adjusting for actual losses or other performance issues; or (d) otherwise as required by the Administrator or the Federal Reserve System; or (ii) the Administrator or the United States government (including, without limiting any agency thereof) determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement and/or the Award shall be automatically amended to incorporate such change, without further action of the Participant, and the Administrator shall provide the Participant notice thereof.

  • 11 -

(b)Notwithstanding anything contained in the Plan or this Agreement to the contrary, to the extent that either the Administrator or the United States government (including, without limitation, any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects TFC or an Affiliate to any adverse tax consequences that TFC or an Affiliate is not otherwise subject to on the Grant Date because of, any current or future United States law, any rule, regulation, or other authority, then this Agreement shall automatically terminate effective as of the Grant Date and the Award shall automatically be cancelled as of the Grant Date without further action on the part of the Administrator or the Participant and without any compensation to the Participant for such termination and cancellation. The Administrator agrees to provide notice to the Participant of any such termination and cancellation.

IN WITNESS WHEREOF, this Agreement has been executed on behalf of TFC and by the Participant effective as of the Grant Date.

TRUIST FINANCIAL CORPORATION<br><br><br><br>By:
PARTICIPANT<br><br><br><br><br><br><br><br><<First Name>> <<MI>> <<Last Name>>
  • 12 -

EXHIBIT A

TO

TRUIST FINANCIAL CORPORATION

2022 INCENTIVE PLAN

LTIP Award Agreement

(Senior Executive)

(January 1, 2024 through December 31, 2026 Performance Period - 2027 Payout)

1.    Threshold Performance Goal: The Threshold Performance Goal is a Common Equity Tier 1 (“CET1”) ratio greater than the minimum capital requirement plus the stress capital buffer requirement under 12 CFR part 217 for Truist as of the last day of the Performance Period. If the Threshold Performance Goal is not met, there will not be an Award payout.

2.    Absolute Performance Goal: If the Threshold Performance Goal is achieved, the Award payout for the Performance Period will then be evaluated by the Administrator based upon TFC Absolute Cumulative Adjusted EPS excluding ACL Reserve Dollar Changes over the Performance Period and TFC Relative Adjusted EPS Growth against the Peer Group (calculated each year and then averaged over the three-year Performance Period), each scored independently, then weighted and added together, pursuant to the following:

Absolute Cumulative Adjusted EPS<br><br>excluding ACL Reserve Dollar Change (“ACAEPS”)
Level of Achievement Performance<br><br>(TFC ACAEPS) Weight Payout Percent of Participant’s Target %
Maximum 13.75 75% 112.5%
Target 11.00 75% 75.0%
Threshold 6.24 75% 18.75%

Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Target %” column above.

3.    Relative Performance Goal:

Relative Adjusted EPS Growth (“RAEPSG”)
Rank Percentile Performance<br><br>(TFC RAEPSG Relative to Peer Group RAEPSG) Weight Payout Percent of Participant’s Target %
1 (Maximum) 150% 25% 37.50%
2 150% 25% 37.50%
3 137.5% 25% 34.38%
4 125% 25% 31.25%
5 112.5% 25% 28.13%
6 (Target = Median) 100% 25% 25.00%
7 83.3% 25% 20.83%
8 66.7% 25% 16.68%

A-1

9 (Threshold) 50% 25% 12.50%
10 or 11 0% 25% 0.00%

Peer Group results will be adjusted based on the amounts and items disclosed in earnings releases and adjustments are intended to promote comparability of performance between Peers. If Peer Group after-tax numbers are unavailable for an adjustable item, pre-tax numbers will be adjusted by applying a standard marginal tax rate that is confirmed by Truist Corporate Tax annually. If a Peer is no longer an independent going concern prior to the completion of a Plan Year, that Peer will be excluded from the analysis for that specific Plan Year and any subsequent Plan Years, and the Administrator will then reset the relative payout matrix for Relative Adjusted EPS Growth in a proportionate manner.

4.    Relative TSR Modifier:

Based on cumulative percentage returns over the three-year Performance Period.

Relative TSR (Percentile Performance of TFC TSR Relative to Peer Group TSR) TSR Modifier
25th or less 20 Point arithmetic reduction in Award payout
Greater than 25th but less than 75th 0 Point reduction or increase in Award payout
75th or greater 20 Point additive increase in Award payout, provided that the maximum Award payout cannot exceed 150% of Target

“Relative Total Shareholder Return” and “Relative TSR” mean TFC’s total Common Stock shareholder return performance rank defined as a percentile for the Performance Period relative to the range of the Peer Group members’ total common stock shareholder return for the Performance Period. Total shareholder return for TFC and each Peer Group member shall be calculated based upon TFC’s Common Stock and the Peer Group members’ common stock appreciation during the Performance Period plus the value of dividends paid during the Performance Period on such stock (which dividends shall be deemed to have been reinvested in such underlying stock).

5.    Adjustments: The goals in setting target levels for TFC Absolute Cumulative Adjusted EPS and TFC Relative Adjusted EPS Growth are to align the interests of management with those of the Company’s shareholders, to incent forward-looking and sustained performance, and to drive balanced risk-taking. The Company and its shareholders would not be well served by rewarding or penalizing management for items that impact TFC Absolute Cumulative Adjusted EPS and TFC Relative Adjusted EPS Growth but that would not further the achievement of these goals.

As a result, for purposes of calculating TFC Absolute Cumulative Adjusted EPS and TFC Relative Adjusted EPS Growth for a fiscal year, each of the following items may be excluded to the extent such item is material and was not taken into account in establishing the target levels: significant corporate transactions, litigation and regulatory judgments, charges or settlements and any accruals or reserves relating to litigation and regulatory matters, the effect of changes in U.S.

A-2

federal tax law to the extent such going-forward changes are reasonably determinable, the effect of changes in accounting principles, including any related accounting restatements, gains or losses on the acquisition or divestiture of a business, merger-related and restructuring charges and other M&A related expenses/ integration costs, losses or gains on securities and the early extinguishment of debt, goodwill and/or intangible assets impairments, one-time expenses related to special assessments imposed by the FDIC, incremental income or expenses directly matched against one of the items above (e.g., securities losses or charitable contributions made to directly offset a gain on the divestiture of a business in the same quarter), and any other items that are categorized as unusual and infrequent in nature.

Adjustments for these excluded items (which may include adjustments to the Performance and Payout Percent to the columns in 2 or 3 above) will be made in the sole discretion of the Administrator in a manner it determines consistent with the intention that Participants are neither penalized nor rewarded for these items. Where applicable, adjustments will be applied formulaically consistent with principles historically applied and in a manner that will not trigger a modification or new measurement date with respect to any Award under GAAP and shall include adjustment for any recapitalization, split-up, spinoff, reorganization, restructuring or other similar corporate transaction.

6.    Discretionary Decreases: The Administrator has the discretion to decrease Award payouts based on business factors, including but not limited to, risk outcomes, industry conditions, performance relative to peers, regulatory developments, and changes in capital requirements.

A-3

Document

Exhibit 10.6

THIRD AMENDMENT

TO THE

TRUIST FINANCIAL CORPORATION

NON-QUALIFIED DEFINED CONTRIBUTION PLAN

WHEREAS, Truist Financial Corporation (the “Company”) sponsors the Truist Financial Corporation Non-qualified Defined Contribution Plan (the “Plan”);

WHEREAS, the Company desires to amend the Plan to reflect the sale of Truist Insurance Holdings to an unrelated third party in a stock transaction as provided in the February 20, 2024 Equity Interest Purchase Agreement;

WHEREAS, Article 13 of the Plan provides that an officer who is an Executive Manager of the Company shall have the authority to amend the Plan provided that the financial impact on the Company of such amendment is below the Sarbanes-Oxley materiality threshold; and

WHEREAS, it has been determined that the financial impact on the Company of this amendment is below the Sarbanes Oxley materiality threshold.

NOW, THEREFORE, BE IT RESOLVED, that effective as of the Closing of the transaction, as provided in Section 2.03 of the February 20, 2024 Equity Interest Purchase Agreement, Truist Insurance Holdings and its subsidiaries are no longer Participating Affiliates in the Plan.

BE IT FURTHER RESOLVED, that effective as of the date hereof, that the appropriate officers of the Company are hereby empowered to approve or authorize, as the case may be, such further action and the preparation, execution, and delivery of all such instruments and documents, and each of them hereby is, authorized to take all further action and to execute and deliver such further instruments and documents, in the name of the Company, with such modifications not materially affecting their provisions as he or she may deem necessary or appropriate in order to fully carry out the intent and accomplish the purpose of the foregoing amendments.

* * * *

Executed on this 30th of April, 2024.

TRUIST FINANCIAL CORPORATION

By: /s/ Michael B. Maguire

Title: Chief Financial Officer

Document

Exhibit 10.7

FIFTH AMENDMENT

TO THE

TRUIST FINANCIAL CORPORATION

NON-QUALIFIED DEFINED BENEFIT PLAN

WHEREAS, Truist Financial Corporation (the “Company”) sponsors the Truist Financial Corporation Non-qualified Defined Benefit Plan (the “Plan”);

WHEREAS, the Company desires to amend the Plan to reflect the sale of Truist Insurance Holdings to an unrelated third party in a stock transaction as provided in the February 20, 2024 Equity Interest Purchase Agreement;

WHEREAS, Article 13 of the Plan provides that an officer who is an Executive Manager of the Company shall have the authority to amend the Plan provided that the financial impact on the Company of such amendment is below the Sarbanes-Oxley materiality threshold; and

WHEREAS, it has been determined that the financial impact on the Company of this amendment is below the Sarbanes Oxley materiality threshold.

NOW, THEREFORE, that effective as of the Closing of the transaction, as provided in Section 2.03 of the February 20, 2024 Equity Interest Purchase Agreement, Truist Insurance Holdings and its subsidiaries are no longer Participating Affiliates in the Plan.

BE IT FURTHER RESOLVED, that effective as of the date hereof, that the appropriate officers of the Company are hereby empowered to approve or authorize, as the case may be, such further action and the preparation, execution, and delivery of all such instruments and documents, and each of them hereby is, authorized to take all further action and to execute and deliver such further instruments and documents, in the name of the Company, with such modifications not materially affecting their provisions as he or she may deem necessary or appropriate in order to fully carry out the intent and accomplish the purpose of the foregoing amendments.

* * * *

Executed on this 30th of April, 2024.

TRUIST FINANCIAL CORPORATION

By: /s/ Michael B. Maguire

Title: Chief Financial Officer

Document

Exhibit 10.8

EIGHTH AMENDMENT<br><br>TO THE<br><br>TRUIST FINANCIAL CORPORATION PENSION PLAN<br><br>(October 1, 2020 Restatement)

WHEREAS, Truist Financial Corporation (the “Company”) sponsors the Truist Financial Corporation Pension Plan (the “Plan”) was originally adopted effective as of October 1, 1944;

WHEREAS, the Plan was most recently restated effective as of October 1, 2020;

WHEREAS, the Company desires to amend the Plan to reflect the sale of Truist Insurance Holdings to an unrelated third party in a stock transaction as provided in the February 20, 2024 Equity Interest Purchase Agreement;

WHEREAS, under Section 7.2.1 of the Plan, an officer who is an Executive Manager of the Company has the authority to amend the Plan if the financial impact on the Company of such amendment is below the Sarbanes Oxley materiality threshold as determined by the Company’s Chief Financial Officer (or officer with similar authority);

WHEREAS, the Plan is to be amended to reflect the sale of Truist Insurance Holdings to a third party in a stock transaction; and

WHEREAS, it has been determined that the financial impact on the Company of this amendment is below the Sarbanes Oxley materiality threshold.

NOW, THEREFORE, that effective as of the Closing of the transaction, as provided in Section 2.03 of the February 20, 2024 equity purchase agreement, the Plan is hereby amended in the respects hereinafter set forth:

1.    A new Section 3.6 is added to the Plan to read as follows:

3.6    Truist Insurance Holdings 2024 Sale: For participants who will cease to be active participants solely due to the sale of Truist Insurance Holdings, such participants shall be fully vested in their accrued benefit under the Plan.

2.    Exhibit A of the Plan is amended to remove Truist Insurance Holdings and its participating subsidiaries from the Plan’s list of Participating Employers.

BE IT FURTHER RESOLVED, that effective as of the date hereof, that the appropriate officers of the Company are hereby empowered to approve or authorize, as the case may be, such further action and the preparation, execution, and delivery of all such instruments and documents, and each of them hereby is, authorized to take all further action and to execute and deliver such further instruments and documents, in the name of the Company, with such modifications not materially affecting their provisions as he or she may deem necessary or appropriate in order to fully carry out the intent and accomplish the purpose of the foregoing amendments.

1 of 2

* * * *

Executed on this 30th day of April, 2024.

TRUIST FINANCIAL CORPORATION

By: /s/ Michael B. Maguire

Title: Chief Financial Officer

2 of 2

Document

Exhibit 10.9

EIGHTH AMENDMENT<br><br>TO THE<br><br>TRUIST FINANCIAL CORPORATION 401(K) SAVINGS PLAN<br><br>(August 1, 2020 Restatement)

WHEREAS, Truist Financial Corporation (the “Company”) sponsors the Truist Financial Corporation 401(k) Savings Plan (the “Plan”), formerly named the BB&T Corporation 401(k) Savings Plan, was originally adopted effective as of July 1, 1982;

WHEREAS, the Plan was most recently restated effective as of August 1, 2020;

WHEREAS, Company desires to amend the Plan to reflect the sale of Truist Insurance Holdings to an unrelated third party in a stock transaction as provided in the February 20, 2024 Equity Interest Purchase Agreement;

WHEREAS, under Section 9.3 of the Plan, an officer who is an Executive Manager of the Company has the authority to amend the Plan to, among other things, provide for the merger of another plan into the Plan, and make any other amendment if the financial impact on the Company of such amendment is below the Sarbanes Oxley materiality threshold as determined by the Company’s Chief Financial Officer (or officer with similar authority); and

WHEREAS, it has been determined that the financial impact on the Company of this amendment is below the Sarbanes Oxley materiality threshold.

NOW, THEREFORE, the Plan is hereby amended in the respects hereinafter set forth, effective as of the Closing of the transaction, as provided in Section 2.03 of the February 20, 2024 Equity Interest Purchase Agreement:

1.    Section 2.1.4(h) of the Plan shall be deleted.

2.    Section 2.2.1(c) shall be deleted.

3.    Section 2.2.7 is amended to read as follows:

2.2.7    QSLOB testing. The plan shall be subject to the nondiscrimination testing described in Sections 2.2.2 – 2.2.6. Effective August 1, 2020, the portion of the plan covering employees of the operations of the former SunTrust Banks, Inc. shall be treated as a qualified separate line of business, as defined in Section 414(r) of the Code, separate from the portion of the plan covering the employees of all other participating employers.

4.    Appendix B of the Plan is amended to remove Truist Insurance Holdings and its participating subsidiaries from the Plan’s list of Participating Employers.

BE IT FURTHER RESOLVED, that effective as of the date hereof, that the appropriate officers of the Company are hereby empowered to approve or authorize, as the case may be, such further action

and the preparation, execution, and delivery of all such instruments and documents, and each of them hereby is, authorized to take all further action and to execute and deliver such further instruments and documents, in the name of the Company, with such modifications not materially affecting their provisions as he or she may deem necessary or appropriate in order to fully carry out the intent and accomplish the purpose of the foregoing amendments.

* * * *

Executed on this 30th day of April, 2024.

TRUIST FINANCIAL CORPORATION

By: /s/ Michael B. Maguire

Title: Chief Financial Officer

2

Document

Exhibit 31.1

CERTIFICATIONS

I, William H. Rogers Jr., certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Truist Financial Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 9, 2024

/s/ William H. Rogers Jr.
William H. Rogers Jr.
Chairman and Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATIONS

I, Michael B. Maguire, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Truist Financial Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 9, 2024

/s/ Michael B. Maguire
Michael B. Maguire
Senior Executive Vice President and
Chief Financial Officer

Document

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of Truist Financial Corporation (the "Company"), do hereby certify that:

1.    The Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2024 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2024

/s/ William H. Rogers Jr.
William H. Rogers Jr.
Chairman and Chief Executive Officer
/s/ Michael B. Maguire
Michael B. Maguire
Senior Executive Vice President and
Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Truist Financial Corporation and will be retained by Truist Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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