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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, 2026
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: | (844) | 487-8478 |
| | | |
| Not Applicable |
| (Former name, former address and former fiscal year, if changed since last report) |
_________________________________________________________________
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, 2026, 1,245,879,275 shares of the registrant’s common stock, $5 par value, were outstanding.
| | | | | | | | | | |
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| TABLE OF CONTENTS | |
| TRUIST FINANCIAL CORPORATION | |
| FORM 10-Q | |
| March 31, 2026 | |
| | | Page No. | |
| PART I - Financial Information | |
| | Glossary of Defined Terms | | |
| | Forward-Looking Statements and Other Terms | | |
| Item 1. | | Financial Statements | | |
| | Consolidated Balance Sheets (Unaudited) | | |
| | Consolidated Statements of Income (Unaudited) | | |
| | Consolidated Statements of Comprehensive Income (Unaudited) | | |
| | Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) | | |
| | Consolidated Statements of Cash Flows (Unaudited) | | |
| | Notes to Consolidated Financial Statements (Unaudited) | | |
| | Note 1. Basis of Presentation | | |
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| | Note 2. Securities Financing Activities | | |
| | Note 3. Investment Securities | | |
| | Note 4. Loans and ACL | | |
| | Note 5. Goodwill and Other Intangible Assets | | |
| | Note 6. Loan Servicing | | |
| | Note 7. Other Assets and Liabilities | | |
| | Note 8. Borrowings | | |
| | Note 9. Shareholders’ Equity | | |
| | Note 10. AOCI | | |
| | | | |
| | Note 11. Benefit Plans | | |
| | Note 12. Commitments and Contingencies | | |
| | Note 13. Fair Value Disclosures | | |
| | Note 14. Derivative Financial Instruments | | |
| | Note 15. Computation of EPS | | |
| | Note 16. Operating Segments | | |
| | | | |
| Item 2. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | |
| | Executive Overview | | |
| | Analysis of Results of Operations | | |
| | Analysis of Financial Condition | | |
| | Risk Management | | |
| | Liquidity | | |
| | Capital | | |
| | Share Repurchase Activity | | |
| | Regulatory and Supervisory Update | | |
| | Critical Accounting Estimates | | |
| Item 3. | | Quantitative and Qualitative Disclosures About Market Risk | | |
| Item 4. | | Controls and Procedures | | |
| PART II - Other Information | |
| Item 1. | | Legal Proceedings | | |
| Item 1A. | | Risk Factors | | |
| Item 2. | | Unregistered Sales of Equity Securities and Use of Proceeds | | |
| Item 3. | | Defaults Upon Senior Securities | | |
| Item 4. | | Mine Safety Disclosures | | |
| Item 5. | | Other Information | | |
| Item 6. | | Exhibits | | |
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Glossary of Defined Terms
The following terms may be used throughout this report, including the consolidated financial statements and related notes.
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| Term | Definition |
ACL | Allowance for credit losses |
AFS | Available-for-sale |
Agency MBS | Mortgage-backed securities issued by a U.S. government agency or GSE |
| AI | Artificial intelligence, including machine learning and other types of artificial intelligence |
| ALCO | Asset and Liability Committee |
ALLL | Allowance for loan and lease losses |
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AOCI | Accumulated other comprehensive income (loss) |
ATM | Automated teller machine |
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| Board | Board of Directors of Truist Financial Corporation |
| BRC | Joint Risk Committee of the Boards of Directors of Truist Financial Corporation and Truist Bank |
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CCAR | Comprehensive Capital Analysis and Review |
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CDI | Core deposit intangible |
CEO | Chief Executive Officer of Truist Financial Corporation |
CET1 | Common equity tier 1 |
CFO | Chief Financial Officer of Truist Financial Corporation |
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| CODM | Chief Operating Decision Maker |
Company | Truist Financial Corporation and its subsidiaries (interchangeable with “Truist” below) |
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CRE | Commercial real estate |
| |
| CSBB | Consumer and Small Business Banking, an operating segment |
DIF | Deposit Insurance Fund administered by the FDIC |
| |
| DTA | Deferred tax asset |
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| |
EPS | Earnings per common share |
| ERC | Enterprise Risk Committee |
| |
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| EVE | Economic value of equity |
Exchange Act | Securities Exchange Act of 1934, as amended |
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FDIC | Federal Deposit Insurance Corporation |
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FHLB | Federal Home Loan Bank |
FHLMC | Federal Home Loan Mortgage Corporation |
| |
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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 |
| GDP | Gross Domestic Product |
| |
GSE | U.S. government-sponsored enterprise |
| |
HFI | Held for investment |
HQLA | High-quality liquid assets |
HTM | Held-to-maturity |
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IPV | Independent price verification |
| |
| IRR | Interest rate risk |
IRS | Internal Revenue Service |
| |
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, 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 |
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NA | Not applicable |
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NII | Net interest income |
NIM - TE | Net interest margin, computed on a TE basis |
NM | Not meaningful |
NPA | Nonperforming asset |
NPL | Nonperforming loan |
NSFR | Net stable funding ratio |
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OAS | Option adjusted spread |
| OCC | Office of the Comptroller of the Currency |
OCI | Other comprehensive income (loss) |
| |
OPEB | Other post-employment benefit |
OREO | Other real estate owned |
OT&C | Other, Treasury, and Corporate |
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Parent Company | Truist Financial Corporation, the parent company of Truist Bank and other subsidiaries |
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PCD | Purchased credit deteriorated loans |
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REIT | Real estate investment trust |
RMO | Risk Management Organization |
| ROTCE | Return on average tangible common equity, a non-GAAP measure |
ROU assets | Right-of-use assets |
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Truist Financial Corporation 1
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| Term | Definition |
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, a non-GAAP measure |
TE | Taxable-equivalent |
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TMRO | Treasury & Market Risk Oversight |
| TRS | Total Return Swap |
Truist | Truist Financial Corporation and its subsidiaries (interchangeable with the “Company” above) |
| Truist Bank | Truist Bank, a North Carolina-chartered bank |
U.S. | United States of America |
| |
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 |
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 current 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:
•changes in monetary, fiscal, and trade laws or policies, including tariffs or interest rates;
•evolving political, geopolitical, business, social, economic, and market conditions at the local, regional, national, and international levels;
•our ability to effectively address economic, business, or market deterioration, slowdowns or disruptions;
•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;
•changes in business and consumer sentiment, preferences, or behavior, including spending, borrowing, or saving by businesses or households;
•negative market perceptions of our investment portfolio or its value;
•our ability to manage credit risk, including in connection with the loans that we originate or purchase;
•the credit, liquidity, or other financial condition of our clients, counterparties, service providers, or competitors;
•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;
•our ability to manage any unexpected outflows of uninsured deposits and, in such a circumstance, to access substitute funding, and avoid selling investment securities or other assets at an unfavorable time or at a loss;
•changes in our credit ratings and the related effects on our funding costs, ability to attract or retain funding, and relationships with clients and counterparties;
•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;
•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 keep pace with changes in technology, including technology-driven products and services relating to AI, that affect us or our clients, counterparties, service providers, or competitors or to maintain rights or interests in associated intellectual property;
•our ability to manage system failures or disruptions affecting operations, communications, or other systems or processes;
•our ability to identify, assess, monitor, 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;
•the performance, availability, and resilience 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;
•the adequacy and effectiveness of our corporate governance, risk-management framework, compliance programs, and internal controls over financial reporting, including our ability to identify, assess, monitor, and mitigate risks, remediate lapses or deficiencies in financial reporting, and make appropriate estimates;
•our ability to develop, maintain, and market our products or services and to manage risks and unanticipated costs or liabilities associated with those products or services;
•our ability to satisfactorily and profitably perform loan servicing and similar obligations;
•the legal, regulatory, and supervisory environment, including changes in financial services legislation, regulation, policies, or government leadership or personnel;
•U.S. and international regulatory capital and liquidity requirements and standards and their effects on our capital and liquidity levels, ratios, buffers, and targets, and our ability to pay or increase dividends, repurchase shares, or take other capital actions;
•our ability to address 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, disputes, or rulings to which we are or may be subject (either directly or indirectly through our ownership interests in other entities) and our ability to absorb and address any damages or other remedies that are sought or awarded and any collateral consequences;
•our ability to execute strategic and operational plans, including with respect to accelerating growth, improving profitability, investing in talent, technology, and risk infrastructure, maintaining expense, credit, and risk discipline, and returning capital to shareholders;
•our ability to innovate, to anticipate the needs of current or future clients, or to make timely and effective technology investments and enhancements to meet client expectations;
•our ability to compete successfully, to increase or maintain market share in changing competitive environments, or to address pricing or other competitive pressures, including competition from banks and nonbanks and the effects of digital assets, cryptocurrencies, stablecoins, tokenization, and other emerging products, services, and technologies relating to deposits, lending, and payments;
•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, which may include regulatory approvals and conditions;
•the efficacy of our methods or models in assessing business strategies or opportunities or in valuing, measuring, estimating, monitoring, or managing positions or risk;
•evolving accounting standards and policies and related changes to interpretations;
•damage to our brand or negative public opinion or adverse publicity affecting us, our leaders, or our service providers, including the impact on our relationships with clients, teammates, and other stakeholders;
•our ability to attract, hire, and retain key teammates and to engage in adequate succession planning;
•our ability to identify, assess, monitor, and mitigate the risk of fraud or misconduct by internal or external parties, including potential losses that may result;
•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;
•natural or other disasters, calamities, and conflicts, including terrorist events, cyber-warfare, and pandemics that impact us or our clients, teammates, or service providers; and
•other assumptions, risks, or uncertainties described in the Company’s Annual Report on Form 10-K or subsequent 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 | | | | | | | | | | | | | | | | | |
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Unaudited (Dollars in millions, except per share data, shares in thousands) | Mar 31, 2026 | | Dec 31, 2025 | | | | | | |
| Assets | | | | | | | | | |
| Cash and due from banks | $ | 4,294 | | | $ | 4,967 | | | | | | | |
| Interest-bearing deposits with banks | 31,903 | | | 31,410 | | | | | | | |
| Securities borrowed or purchased under agreements to resell | 4,047 | | | 3,200 | | | | | | | |
| Trading assets at fair value | 5,235 | | | 5,790 | | | | | | | |
| AFS securities at fair value | 65,430 | | | 65,042 | | | | | | | |
HTM securities (fair value of $38,207 and $39,130, respectively) | 46,436 | | | 47,186 | | | | | | | |
LHFS (including $1,899 and $1,622 at fair value, respectively) | 2,174 | | | 1,883 | | | | | | | |
Loans and leases (including $10 and $11 at fair value, respectively) | 329,238 | | | 328,595 | | | | | | | |
| ALLL | (5,026) | | | (5,030) | | | | | | | |
| Loans and leases, net of ALLL | 324,212 | | | 323,565 | | | | | | | |
| Premises and equipment | 3,145 | | | 3,172 | | | | | | | |
| Goodwill | 17,125 | | | 17,125 | | | | | | | |
| CDI and other intangible assets | 1,192 | | | 1,256 | | | | | | | |
| Loan servicing rights at fair value | 4,112 | | | 3,972 | | | | | | | |
Other assets (including $1,717 and $1,725 at fair value, respectively) | 39,670 | | | 38,970 | | | | | | | |
| | | | | | | | | |
| Total assets | $ | 548,975 | | | $ | 547,538 | | | | | | | |
| Liabilities | | | | | | | | | |
| Noninterest-bearing deposits | $ | 105,460 | | | $ | 105,092 | | | | | | | |
Interest-bearing deposits (including $624 and $639 at fair value, respectively) | 298,621 | | | 295,306 | | | | | | | |
Short-term borrowings (including $3,067 and $2,394 at fair value, respectively) | 27,441 | | | 27,839 | | | | | | | |
| Long-term debt | 41,622 | | | 41,963 | | | | | | | |
Other liabilities (including $1,891 and $1,797 at fair value, respectively) | 11,617 | | | 12,149 | | | | | | | |
| | | | | | | | | |
| Total liabilities | 484,761 | | | 482,349 | | | | | | | |
| Shareholders’ Equity | | | | | | | | | |
| Preferred stock | 4,916 | | | 4,916 | | | | | | | |
Common stock, $5 par value | 6,229 | | | 6,312 | | | | | | | |
| Additional paid-in capital | 32,610 | | | 33,663 | | | | | | | |
| Retained earnings | 26,796 | | | 26,067 | | | | | | | |
| AOCI, net of deferred income taxes | (6,337) | | | (5,769) | | | | | | | |
| | | | | | | | | |
| Total shareholders’ equity | 64,214 | | | 65,189 | | | | | | | |
| Total liabilities and shareholders’ equity | $ | 548,975 | | | $ | 547,538 | | | | | | | |
| Common shares outstanding | 1,245,879 | | | 1,262,470 | | | | | | | |
| Common shares authorized | 2,000,000 | | | 2,000,000 | | | | | | | |
| Preferred shares outstanding | 176 | | | 176 | | | | | | | |
| 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
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Unaudited (Dollars in millions, except per share data, shares in thousands) | | Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | | | |
| Interest Income | | | | | | | | | | |
| Interest and fees on loans and leases | | $ | 4,599 | | | $ | 4,493 | | | | | | | |
| Interest on securities | | 849 | | | 975 | | | | | | | |
| Interest on other earning assets | | 407 | | | 520 | | | | | | | |
| Total interest income | | 5,855 | | | 5,988 | | | | | | | |
| Interest Expense | | | | | | | | | | |
| Interest on deposits | | 1,525 | | | 1,736 | | | | | | | |
| Interest on long-term debt | | 445 | | | 409 | | | | | | | |
| Interest on other borrowings | | 286 | | | 336 | | | | | | | |
| Total interest expense | | 2,256 | | | 2,481 | | | | | | | |
| Net Interest Income | | 3,599 | | | 3,507 | | | | | | | |
| Provision for credit losses | | 479 | | | 458 | | | | | | | |
| Net Interest Income After Provision for Credit Losses | | 3,120 | | | 3,049 | | | | | | | |
| Noninterest Income | | | | | | | | | | |
| Wealth management income | | 370 | | | 344 | | | | | | | |
| Card and treasury management fees | | 338 | | | 333 | | | | | | | |
| Investment banking and trading income | | 372 | | | 273 | | | | | | | |
| Other deposit revenue | | 120 | | | 117 | | | | | | | |
| Mortgage banking income | | 133 | | | 108 | | | | | | | |
| Lending related fees | | 118 | | | 95 | | | | | | | |
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| Securities gains (losses) | | — | | | (1) | | | | | | | |
| Other income | | 102 | | | 123 | | | | | | | |
| Total noninterest income | | 1,553 | | | 1,392 | | | | | | | |
| Noninterest Expense | | | | | | | | | | |
| Personnel expense | | 1,727 | | | 1,604 | | | | | | | |
| Professional fees and outside processing | | 313 | | | 364 | | | | | | | |
| Software expense | | 230 | | | 230 | | | | | | | |
| Net occupancy expense | | 179 | | | 168 | | | | | | | |
| Equipment expense | | 85 | | | 82 | | | | | | | |
| Marketing and customer development | | 79 | | | 75 | | | | | | | |
| Amortization of intangibles | | 64 | | | 75 | | | | | | | |
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| Regulatory costs | | 68 | | | 69 | | | | | | | |
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| Other expense | | 238 | | | 239 | | | | | | | |
| Total noninterest expense | | 2,983 | | | 2,906 | | | | | | | |
| Earnings | | | | | | | | | | |
Income before income taxes | | 1,690 | | | 1,535 | | | | | | | |
Provision for income taxes | | 209 | | | 274 | | | | | | | |
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| Net income | | 1,481 | | | 1,261 | | | | | | | |
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| Preferred stock dividends and other | | 104 | | | 104 | | | | | | | |
Net income available to common shareholders | | $ | 1,377 | | | $ | 1,157 | | | | | | | |
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| Basic EPS | | $ | 1.10 | | | $ | 0.88 | | | | | | | |
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| Diluted EPS | | 1.09 | | | 0.87 | | | | | | | |
| Basic weighted average shares outstanding | | 1,248,628 | | | 1,307,457 | | | | | | | |
| Diluted weighted average shares outstanding | | 1,266,572 | | | 1,324,339 | | | | | | | |
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 (Dollars in millions) | | | Three Months Ended March 31, |
| | | | 2026 | | 2025 | | |
| Net income | | | | | $ | 1,481 | | | $ | 1,261 | | | |
| OCI, net of tax: | | | | | | | | | |
| Net change in net pension and postretirement costs | | | | | (6) | | | 5 | | | |
| Net change in cash flow hedges | | | | | (399) | | | 429 | | | |
| Net change in AFS securities | | | | | (211) | | | 478 | | | |
| Net change in HTM securities | | | | | 47 | | | 50 | | | |
| Other, net | | | | | 1 | | | 1 | | | |
| Total OCI, net of tax | | | | | (568) | | | 963 | | | |
| Total comprehensive income | | | | | $ | 913 | | | $ | 2,224 | | | |
| Income Tax Effect of Items Included in OCI: | | | | | | | | | |
| Net change in net pension and postretirement costs | | | | | $ | (2) | | | $ | 1 | | | |
| Net change in cash flow hedges | | | | | (124) | | | 133 | | | |
| Net change in AFS securities | | | | | (65) | | | 149 | | | |
| Net change in HTM securities | | | | | 14 | | | 15 | | | |
| | | | | | | | | |
| Total income taxes related to OCI | | | | | $ | (177) | | | $ | 298 | | | |
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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Unaudited (Dollars in millions, shares in thousands) | Shares of Common Stock | | Preferred Stock | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | AOCI | | | | Total Shareholders’ Equity | |
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| Balance, January 1, 2025 | 1,315,936 | | | $ | 5,907 | | | $ | 6,580 | | | $ | 35,628 | | | $ | 23,777 | | | $ | (8,213) | | | | | $ | 63,679 | | |
| Net income | — | | | — | | | — | | | — | | | 1,261 | | | — | | | | | 1,261 | | |
| OCI | — | | | — | | | — | | | — | | | — | | | 963 | | | | | 963 | | |
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| Issued in connection with equity awards, net | 4,858 | | | — | | | 24 | | | (83) | | | (3) | | | — | | | | | (62) | | |
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| Repurchase of common stock, including excise tax | (11,255) | | | — | | | (56) | | | (447) | | | — | | | — | | | | | (503) | | |
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| Cash dividends declared on common stock | — | | | — | | | — | | | — | | | (679) | | | — | | | | | (679) | | |
| Cash dividends declared on preferred stock | — | | | — | | | — | | | — | | | (104) | | | — | | | | | (104) | | |
| Equity-based compensation expense | — | | | — | | | — | | | 80 | | | — | | | — | | | | | 80 | | |
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| Balance, March 31, 2025 | 1,309,539 | | | $ | 5,907 | | | $ | 6,548 | | | $ | 35,178 | | | $ | 24,252 | | | $ | (7,250) | | | | | $ | 64,635 | | |
| Balance, January 1, 2026 | 1,262,470 | | | $ | 4,916 | | | $ | 6,312 | | | $ | 33,663 | | | $ | 26,067 | | | $ | (5,769) | | | | | $ | 65,189 | | |
| Net income | — | | | — | | | — | | | — | | | 1,481 | | | — | | | | | 1,481 | | |
| OCI | — | | | — | | | — | | | — | | | — | | | (568) | | | | | (568) | | |
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| Issued in connection with equity awards, net | 5,560 | | | — | | | 28 | | | (106) | | | (3) | | | — | | | | | (81) | | |
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| Repurchase of common stock, including excise tax | (22,151) | | | — | | | (111) | | | (1,032) | | | — | | | — | | | | | (1,143) | | |
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| Cash dividends declared on common stock | — | | | — | | | — | | | — | | | (645) | | | — | | | | | (645) | | |
| Cash dividends declared on preferred stock | — | | | — | | | — | | | — | | | (104) | | | — | | | | | (104) | | |
| Equity-based compensation expense | — | | | — | | | — | | | 85 | | | — | | | — | | | | | 85 | | |
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| Balance, March 31, 2026 | 1,245,879 | | | $ | 4,916 | | | $ | 6,229 | | | $ | 32,610 | | | $ | 26,796 | | | $ | (6,337) | | | | | $ | 64,214 | | |
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The accompanying notes are an integral part of these consolidated financial statements.
Truist Financial Corporation 7
CONSOLIDATED STATEMENTS OF CASH FLOWS
TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES | | | | | | | | | | | | | | | |
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Unaudited (Dollars in millions) | | Three Months Ended March 31, |
| 2026 | | 2025 | | | |
| Cash Flows From Operating Activities: | | | | | | | |
| Net income | | $ | 1,481 | | | $ | 1,261 | | | | |
| Adjustments to reconcile net income to net cash from operating activities: | | | | | | | |
| Provision for credit losses | | 479 | | | 458 | | | | |
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| Depreciation | | 129 | | | 145 | | | | |
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| Amortization of intangibles | | 64 | | | 75 | | | | |
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| Net change in operating assets and liabilities: | | | | | | | |
| LHFS | | (277) | | | 316 | | | | |
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| Pension asset | | (85) | | | (72) | | | | |
| Derivative assets and liabilities | | 45 | | | (613) | | | | |
| Trading assets | | 555 | | | (738) | | | | |
Investments in affordable housing projects and other qualified tax credits(1) | | (203) | | | 48 | | | | |
Other assets and other liabilities(1) | | (1,121) | | | (324) | | | | |
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| Other, net | | (388) | | | 190 | | | | |
Net cash flows from operating activities | | 679 | | | 746 | | | | |
| Cash Flows From Investing Activities: | | | | | | | |
| Proceeds from sales of AFS securities | | 52 | | | 722 | | | | |
| Proceeds from maturities, calls and paydowns of AFS securities | | 4,026 | | | 3,906 | | | | |
| Purchases of AFS securities | | (4,800) | | | (4,143) | | | | |
| Proceeds from maturities, calls and paydowns of HTM securities | | 816 | | | 833 | | | | |
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| Originations of loans and leases, net of principal collected | | (1,414) | | | (2,445) | | | | |
| Purchases of loans and leases | | — | | | (500) | | | | |
| Sales of loans and leases | | 231 | | | 174 | | | | |
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| Net cash received (paid) for securities borrowed or purchased under agreements to resell | | (847) | | | (260) | | | | |
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| Other, net | | (1) | | | 82 | | | | |
Net cash flows from investing activities | | (1,937) | | | (1,631) | | | | |
| Cash Flows From Financing Activities: | | | | | | | |
| Net change in deposits | | 3,683 | | | 13,212 | | | | |
| Net change in short-term borrowings | | (406) | | | (5,462) | | | | |
| Proceeds from issuance of long-term debt | | 22,811 | | | 552 | | | | |
| Repayment of long-term debt | | (23,053) | | | (3,669) | | | | |
| Repurchase of common stock | | (1,134) | | | (500) | | | | |
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| Cash dividends paid on common stock | | (645) | | | (679) | | | | |
| Cash dividends paid on preferred stock | | (104) | | | (104) | | | | |
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| Other, net | | (74) | | | (62) | | | | |
Net cash flows from financing activities | | 1,078 | | | 3,288 | | | | |
| Net Change in Cash and Cash Equivalents | | (180) | | | 2,403 | | | | |
| Cash and Cash Equivalents of Continuing and Discontinued Operations, January 1 | | 36,377 | | | 39,768 | | | | |
| Cash and Cash Equivalents of Continuing and Discontinued Operations, March 31 | | $ | 36,197 | | | $ | 42,171 | | | | |
| Supplemental Disclosure of Cash Flow Information: | | | | | | | |
| Net cash paid (received) during the period for: | | | | | | | |
| Interest expense | | $ | 2,259 | | | $ | 2,378 | | | | |
| Income taxes | | (25) | | | 38 | | | | |
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(1)Prior period balances have been conformed to current period presentation.
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, 2025 should be referred to in connection with these unaudited interim consolidated financial statements. There were no changes to the Company’s accounting policies from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025 that could have a material effect on the Company’s financial statements.
Reclassifications
Certain amounts reported in prior periods’ consolidated financial statements have been reclassified to conform to the current presentation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in accordance with GAAP requires management to make estimates that are used in arriving at the carrying value of assets and liabilities, and amounts reported for revenues and expenses. Certain of these estimates are considered critical because they require the use of difficult, complex, or subjective judgments, which are sensitive to changes in key assumptions or inputs. Actual results could differ from those estimates. Estimates that are particularly susceptible to significant change include the ACL; fair value measurement; goodwill; income taxes; and pension and postretirement benefit obligations.
Truist Financial Corporation 9
Changes in Accounting Principles and Effects of New Accounting Standards
The following table provides a summary of significant accounting standards adopted during the current year and standards not yet adopted:
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Standard / Effective Date | Description | Effects on the Financial Statements |
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| Standards Not Yet Adopted |
Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract / January 1, 2027
| Refines the scope of derivatives by adding a scope exception from derivative accounting for contracts that (i) are not exchange traded and (ii) have underlyings based on operations or activities specific to one of the parties to the contract. However, contracts based on certain underlyings or features would not qualify for the scope exception. Clarifies that the revenue guidance applies initially to share-based noncash consideration (e.g., shares, share options or other equity instruments) received from a customer for the transfer of goods or services. Permits a prospective or modified retrospective basis transition approach. Early adoption is permitted. | Truist is evaluating the impact of this standard on its financial statements. |
| Hedge Accounting Improvements / January 1, 2027 | The standard (i) permits designation of variable price elements of forecasted purchases or sales of nonfinancial assets as hedged items, provided they are clearly and closely related to the underlying asset, (ii) allows individual transactions with similar risk exposures to be grouped for hedge accounting, (iii) permits entities to continue hedge accounting when a borrower transitions to a new interest rate index and/or tenor for choose-your-rate debt instruments, as long as the hedging instrument remains highly effective in offsetting the cash flows attributable to the revised hedged risk, (iv) allows entities, for the written option test, to assume that certain terms of the hedging instrument match those of the forecasted transaction, and (v) requires that any basis adjustments to foreign-currency-denominated debt related to fair value hedges of interest rate risk be excluded from net investment hedge effectiveness assessments. Early adoption is permitted. | Truist is evaluating the impact of this standard on its financial statements. |
Purchased Loans / January 1, 2027 | Requires loans (excluding credit cards) acquired without credit deterioration and classified as seasoned to be treated as purchased seasoned loans and accounted for using the gross-up method at purchase. Under the gross-up method, estimated credit losses at the purchase date are recorded by an offsetting gross-up adjustment to the purchase price of the purchased loans. All non-PCD loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other non-PCD loans (excluding credit cards) are seasoned if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans. Requires prospective application. Early adoption is permitted. | Truist is evaluating the impact of this standard on its financial statements. |
Expense Disaggregation Disclosures / December 31, 2027 | Introduces new requirements to disclose more detailed information about certain types of expenses not already presented in separate expense captions in the Consolidated Statements of Income, including employee compensation, depreciation, intangible asset amortization, and selling expenses. Banks that present a caption for salaries and benefits under SEC rules would be permitted to retain their current definition. Permits either a prospective or retrospective transition approach. | Truist is evaluating the impact of this standard on its disclosures. This standard relates to footnote disclosures only. |
Internal-Use Software / January 1, 2028
| Eliminates references to prescriptive and sequential software development stages and requires eligible cost capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. In evaluating probable-to-complete, requires consideration of any significant development uncertainty. Permits a prospective, a modified transition for in-process projects, or a retrospective transition approach. | Truist is evaluating the impact of this standard on its financial statements. |
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10 Truist Financial Corporation
NOTE 2. 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 business to finance clients’ purchases of securities. 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.
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 12. Commitments and Contingencies” for additional information related to pledged securities.
The agreements that govern the Company's securities financing transactions provide for a right of setoff in the event of default or bankruptcy with respect to either party to such transactions. The following table presents the Company's securities financing transactions, including those executed under master netting (or similar) arrangements. Refer to “Note 14. Derivative Financial Instruments“ for information about the Company's derivative instruments subject to master netting (or similar) arrangements.
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| | | | | | March 31, 2026 | | | | | | December 31, 2025 |
| (Dollars in millions) | | | | | | Amount in Consolidated Balance Sheets(1) | | | | Received/Pledged Financial Instruments(2) | | Net Amount | | | | | | Amount in Consolidated Balance Sheets | | Amount Not Offset in Consolidated Balance Sheets | | Received/Pledged Financial Instruments(2) | | Net Amount |
| Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
| Securities purchased under agreements to resell | | | | | | $ | 1,564 | | | | | $ | (1,558) | | | $ | 6 | | | | | | | $ | 1,313 | | | $ | (78) | | | $ | (1,223) | | | $ | 12 | |
| Securities borrowed | | | | | 2,483 | | | | | (2,364) | | | 119 | | | | | | 1,887 | | | — | | | (1,835) | | | 52 | |
| Total securities borrowed or purchased under agreements to resell | | | | | $ | 4,047 | | | | | $ | (3,922) | | | $ | 125 | | | | | | $ | 3,200 | | | $ | (78) | | | $ | (3,058) | | | $ | 64 | |
| Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
| Securities sold under agreements to repurchase | | | | | | $ | (1,800) | | | | | $ | 1,800 | | | $ | — | | | | | | | $ | (3,103) | | | $ | 78 | | | $ | 3,025 | | | $ | — | |
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(1)As of March 31, 2026, there were no securities financing transactions subject to legally enforceable master netting arrangements that were eligible for balance sheet netting.
(2)The fair value of received/pledged financial instruments is limited to the carrying amount of the associated asset or liability. The fair value of collateral received that was permitted to be resold or repledged was $3.9 billion as of March 31, 2026 and $3.1 billion as of December 31, 2025. Of the fair value of collateral permitted to be resold or repledged, the fair value of securities repledged or resold was $2.7 billion as of March 31, 2026 and $2.2 billion as of December 31, 2025.
The following table presents additional information related to the Company’s securities sold under agreements to repurchase, by collateral type and remaining contractual maturity:
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| March 31, 2026 | | December 31, 2025 |
| (Dollars in millions) | Overnight and Continuous | | Up to 30 days | | | | Total | | Overnight and Continuous | | Up to 30 days | | | | Total |
| U.S. Treasury | $ | — | | | $ | — | | | | | $ | — | | | $ | 78 | | | $ | — | | | | | $ | 78 | |
State and Municipal | 49 | | | — | | | | | 49 | | | 100 | | | — | | | | | 100 | |
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Agency MBS – residential | — | | | 199 | | | | | 199 | | | — | | | 298 | | | | | 298 | |
| Corporate and other debt securities | 301 | | | 1,251 | | | | | 1,552 | | | 300 | | | 2,327 | | | | | 2,627 | |
| Total securities sold under agreements to repurchase | $ | 350 | | | $ | 1,450 | | | | | $ | 1,800 | | | $ | 478 | | | $ | 2,625 | | | | | $ | 3,103 | |
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Truist Financial Corporation 11
NOTE 3. Investment Securities
The following tables summarize the Company’s AFS and HTM securities:
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March 31, 2026 (Dollars in millions) | | Amortized Cost | | Gross Unrealized | | Net unrealized gains (losses) | | Fair Value | | | |
| | Gains | | Losses | | | | | |
| AFS securities: | | | | | | | | | | | | | |
| U.S. Treasury | | $ | 13,142 | | | $ | 63 | | | $ | (40) | | | $ | 23 | | | $ | 13,165 | | | | |
| GSE | | 470 | | | 5 | | | (24) | | | (19) | | | 451 | | | | |
| Agency MBS – residential | | 52,173 | | | 166 | | | (4,165) | | | (3,999) | | | 48,174 | | | | |
| Agency MBS – commercial | | 3,738 | | | 7 | | | (587) | | | (580) | | | 3,158 | | | | |
| States and political subdivisions | | 347 | | | 11 | | | (15) | | | (4) | | | 343 | | | | |
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| Collateralized loan obligations | | 125 | | | — | | | — | | | — | | | 125 | | | | |
| Other | | 14 | | | — | | | — | | | — | | | 14 | | | | |
| Total AFS securities, excluding portfolio level basis adjustments | | 70,009 | | | 252 | | | (4,831) | | | (4,579) | | | 65,430 | | | | |
Portfolio level basis adjustments(1) | | 34 | | | | | | | (34) | | | — | | | | |
| Total AFS securities | | $ | 70,043 | | | $ | 252 | | | $ | (4,831) | | | $ | (4,613) | | | $ | 65,430 | | | | |
| HTM securities: | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Agency MBS – residential | | $ | 46,436 | | | $ | — | | | $ | (8,229) | | | $ | (8,229) | | | $ | 38,207 | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
December 31, 2025 (Dollars in millions) | | Amortized Cost | | Gross Unrealized | | Net unrealized gains (losses) | | Fair Value | | | |
| | Gains | | Losses | | | | | |
| AFS securities: | | | | | | | | | | | | | |
| U.S. Treasury | | $ | 12,727 | | | $ | 89 | | | $ | (24) | | | $ | 65 | | | $ | 12,792 | | | | |
| GSE | | 481 | | | 4 | | | (25) | | | (21) | | | 460 | | | | |
| Agency MBS – residential | | 51,971 | | | 272 | | | (4,017) | | | (3,745) | | | 48,226 | | | | |
| Agency MBS – commercial | | 3,762 | | | 12 | | | (574) | | | (562) | | | 3,200 | | | | |
| States and political subdivisions | | 347 | | | 13 | | | (10) | | | 3 | | | 350 | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Other | | 14 | | | — | | | — | | | — | | | 14 | | | | |
| Total AFS securities, excluding portfolio level basis adjustments | | 69,302 | | | 390 | | | (4,650) | | | (4,260) | | | 65,042 | | | | |
Portfolio level basis adjustments(1) | | 77 | | | | | | (77) | | — | | | |
| Total AFS securities | | $ | 69,379 | | | $ | 390 | | | $ | (4,650) | | | $ | (4,337) | | | $ | 65,042 | | | | |
| HTM securities: | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Agency MBS – residential | | $ | 47,186 | | | $ | — | | | $ | (8,056) | | | $ | (8,056) | | | $ | 39,130 | | | | |
| | | | | | | | | | | | | |
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| | | | | | | | | | | | | |
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| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
(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 14. Derivative Financial Instruments.”
The amortized cost and estimated fair value of the securities portfolio by contractual maturity are shown in the following table. The expected lives 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, 2026 (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 | $ | 4,712 | | | $ | 7,651 | | | $ | 37 | | | $ | 742 | | | $ | 13,142 | | | $ | 4,736 | | | $ | 7,681 | | | $ | 36 | | | $ | 712 | | | $ | 13,165 | | | |
| GSE | — | | | — | | | 5 | | | 465 | | | 470 | | | — | | | — | | | 4 | | | 447 | | | 451 | | | |
| Agency MBS – residential | — | | | — | | | 51 | | | 52,122 | | | 52,173 | | | — | | | — | | | 51 | | | 48,123 | | | 48,174 | | | |
| Agency MBS – commercial | — | | | 534 | | | 419 | | | 2,785 | | | 3,738 | | | — | | | 535 | | | 418 | | | 2,205 | | | 3,158 | | | |
| States and political subdivisions | 2 | | | 81 | | | 172 | | | 92 | | | 347 | | | 2 | | | 83 | | | 169 | | | 89 | | | 343 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Collateralized loan obligations | — | | | — | | | — | | | 125 | | | 125 | | | — | | | — | | | — | | | 125 | | | 125 | | | |
| Other | 7 | | | — | | | 7 | | | — | | | 14 | | | 7 | | | — | | | 7 | | | — | | | 14 | | | |
| Total AFS securities | $ | 4,721 | | | $ | 8,266 | | | $ | 691 | | | $ | 56,331 | | | $ | 70,009 | | | $ | 4,745 | | | $ | 8,299 | | | $ | 685 | | | $ | 51,701 | | | $ | 65,430 | | | |
| HTM securities: | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Agency MBS – residential | $ | — | | | $ | — | | | $ | — | | | $ | 46,436 | | | $ | 46,436 | | | $ | — | | | $ | — | | | $ | — | | | $ | 38,207 | | | $ | 38,207 | | | |
| | | | | | | | | | | | | | | | | | | | | |
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12 Truist Financial Corporation
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, 2026 (Dollars in millions) | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
| AFS securities: | | | | | | | | | | | |
| U.S. Treasury | $ | 2,737 | | | $ | (33) | | | $ | 229 | | | $ | (7) | | | $ | 2,966 | | | $ | (40) | |
| GSE | 60 | | | — | | | 213 | | | (24) | | | 273 | | | (24) | |
| Agency MBS – residential | 11,322 | | | (79) | | | 24,131 | | | (4,086) | | | 35,453 | | | (4,165) | |
| Agency MBS – commercial | 432 | | | (4) | | | 2,019 | | | (583) | | | 2,451 | | | (587) | |
| States and political subdivisions | 195 | | | (15) | | | 9 | | | — | | | 204 | | | (15) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Other | — | | | — | | | 13 | | | — | | | 13 | | | — | |
| Total | $ | 14,746 | | | $ | (131) | | | $ | 26,614 | | | $ | (4,700) | | | $ | 41,360 | | | $ | (4,831) | |
| HTM securities: | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Agency MBS – residential | $ | — | | | $ | — | | | $ | 38,207 | | | $ | (8,229) | | | $ | 38,207 | | | $ | (8,229) | |
| | | | | | | | | | | |
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| | | | | | | | | | | |
| | | | | | | | | | | |
| Less than 12 months | | 12 months or more | | Total |
December 31, 2025 (Dollars in millions) | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
| | | | | | | | | | | |
| AFS securities: | | | | | | | | | | | |
| U.S. Treasury | $ | 704 | | | $ | (16) | | | $ | 432 | | | $ | (8) | | | $ | 1,136 | | | $ | (24) | |
| GSE | 65 | | | (1) | | | 228 | | | (24) | | | 293 | | | (25) | |
| Agency MBS – residential | 2,882 | | | (8) | | | 24,986 | | | (4,009) | | | 27,868 | | | (4,017) | |
| Agency MBS – commercial | 227 | | | (2) | | | 2,093 | | | (572) | | | 2,320 | | | (574) | |
| States and political subdivisions | 158 | | | (10) | | | 31 | | | — | | | 189 | | | (10) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Other | 7 | | | — | | | 7 | | | — | | | 14 | | | — | |
| Total | $ | 4,043 | | | $ | (37) | | | $ | 27,777 | | | $ | (4,613) | | | $ | 31,820 | | | $ | (4,650) | |
| HTM securities: | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Agency MBS – residential | $ | — | | | $ | — | | | $ | 39,130 | | | $ | (8,056) | | | $ | 39,130 | | | $ | (8,056) | |
| | | | | | | | | | | |
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At March 31, 2026 and December 31, 2025, no ACL was established for AFS or HTM securities. Substantially all of the unrealized losses on the securities portfolio 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. The Company does not expect to incur any credit losses on investment securities.
Truist Financial Corporation 13
NOTE 4. 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Accruing | | Nonperforming | | |
March 31, 2026 (Dollars in millions) | | Current | | 30-89 Days Past Due | | 90 Days Or More Past Due(1) | | Without an ALLL | | With an ALLL | | Total |
| Commercial: | | | | | | | | | | | | |
| Commercial and industrial | | $ | 168,245 | | | $ | 260 | | | $ | 4 | | | $ | 12 | | | $ | 726 | | | $ | 169,247 | |
| CRE | | 24,384 | | | 42 | | | — | | | — | | | 21 | | | 24,447 | |
| Commercial construction | | 7,587 | | | 10 | | | — | | | — | | | 23 | | | 7,620 | |
| | | | | | | | | | | | |
| Consumer: | | | | | | | | | | | | |
| Residential mortgage | | 54,862 | | | 556 | | | 648 | | | 4 | | | 227 | | | 56,297 | |
| Home equity | | 9,468 | | | 57 | | | 7 | | | 1 | | | 100 | | | 9,633 | |
| Indirect auto | | 24,091 | | | 508 | | | — | | | 1 | | | 454 | | | 25,054 | |
| Other consumer | | 31,758 | | | 240 | | | 26 | | | — | | | 73 | | | 32,097 | |
| | | | | | | | | | | | |
| Credit card | | 4,698 | | | 70 | | | 75 | | | — | | | — | | | 4,843 | |
| | | | | | | | | | | | |
| Total | | $ | 325,093 | | | $ | 1,743 | | | $ | 760 | | | $ | 18 | | | $ | 1,624 | | | $ | 329,238 | |
(1)Includes government guaranteed loans of $609 million in the residential mortgage portfolio. |
| | | | | | | | | | | | |
| | Accruing | | Nonperforming | | |
December 31, 2025 (Dollars in millions) | | Current | | 30-89 Days Past Due | | 90 Days Or More Past Due(1) | | Without an ALLL | | With an ALLL | | Total |
| Commercial: | | | | | | | | | | | | |
| Commercial and industrial | | $ | 166,839 | | | $ | 127 | | | $ | 3 | | | $ | 5 | | | $ | 834 | | | $ | 167,808 | |
| CRE | | 23,648 | | | 25 | | | — | | | — | | | 47 | | | 23,720 | |
| Commercial construction | | 7,706 | | | 36 | | | — | | | — | | | 41 | | | 7,783 | |
| | | | | | | | | | | | |
| Consumer: | | | | | | | | | | | | |
| Residential mortgage | | 55,338 | | | 686 | | | 570 | | | 6 | | | 207 | | | 56,807 | |
| Home equity | | 9,544 | | | 69 | | | 7 | | | 1 | | | 98 | | | 9,719 | |
| Indirect auto | | 24,713 | | | 679 | | | — | | | — | | | 267 | | | 25,659 | |
| Other consumer | | 31,801 | | | 281 | | | 28 | | | — | | | 71 | | | 32,181 | |
| | | | | | | | | | | | |
| Credit card | | 4,765 | | | 77 | | | 76 | | | — | | | — | | | 4,918 | |
| | | | | | | | | | | | |
| Total | | $ | 324,354 | | | $ | 1,980 | | | $ | 684 | | | $ | 12 | | | $ | 1,565 | | | $ | 328,595 | |
(1)Includes government guaranteed loans of $532 million in the residential mortgage portfolio. |
14 Truist Financial Corporation
The following tables present the amortized cost basis of loans by origination year and credit quality indicator:
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As of / for the three months ended March 31, 2026 (Dollars in millions) | Amortized Cost Basis by Origination Year | | Revolving Credit | | Loans Converted to Term | | Other(1) | | | |
| 2026 | | 2025 | | 2024 | | 2023 | | 2022 | | Prior | | | | | Total | |
| Commercial: | | | | | | | | | | | | | | | | | | | | |
| Commercial and industrial: | | | | | | | | | | | | | | | | | | | | |
| Pass | $ | 10,676 | | | $ | 36,205 | | | $ | 11,436 | | | $ | 7,141 | | | $ | 12,177 | | | $ | 21,151 | | | $ | 65,540 | | | $ | — | | | $ | (240) | | | $ | 164,086 | | |
| Special mention | 13 | | | 369 | | | 131 | | | 146 | | | 181 | | | 378 | | | 449 | | | — | | | — | | | 1,667 | | |
| Substandard | 49 | | | 481 | | | 308 | | | 476 | | | 342 | | | 442 | | | 658 | | | — | | | — | | | 2,756 | | |
| Nonperforming | — | | | 119 | | | 100 | | | 64 | | | 105 | | | 71 | | | 279 | | | — | | | — | | | 738 | | |
| Total | 10,738 | | | 37,174 | | | 11,975 | | | 7,827 | | | 12,805 | | | 22,042 | | | 66,926 | | | — | | | (240) | | | 169,247 | | |
| Gross charge-offs | 3 | | | 17 | | | 36 | | | 2 | | | 2 | | | 5 | | | 77 | | | | | | | 142 | | |
| CRE: | | | | | | | | | | | | | | | | | | | | |
| Pass | 2,800 | | | 7,777 | | | 1,088 | | | 1,384 | | | 3,175 | | | 5,024 | | | 1,091 | | | — | | | (92) | | | 22,247 | | |
| Special mention | 18 | | | 50 | | | 1 | | | 45 | | | 57 | | | 417 | | | — | | | — | | | — | | | 588 | | |
| Substandard | — | | | 342 | | | 158 | | | 310 | | | 417 | | | 296 | | | 68 | | | — | | | — | | | 1,591 | | |
| Nonperforming | — | | | 1 | | | — | | | 1 | | | 3 | | | 16 | | | — | | | — | | | — | | | 21 | | |
| Total | 2,818 | | | 8,170 | | | 1,247 | | | 1,740 | | | 3,652 | | | 5,753 | | | 1,159 | | | — | | | (92) | | | 24,447 | | |
| Gross charge-offs | — | | | — | | | — | | | — | | | — | | | 7 | | | — | | | — | | | — | | | 7 | | |
| Commercial construction: | | | | | | | | | | | | | | | | | | | | |
| Pass | 189 | | | 1,594 | | | 632 | | | 958 | | | 444 | | | 86 | | | 1,878 | | | — | | | — | | | 5,781 | | |
| Special mention | 31 | | | 109 | | | — | | | 19 | | | 241 | | | 2 | | | 39 | | | — | | | — | | | 441 | | |
| Substandard | 110 | | | 93 | | | — | | | 353 | | | 808 | | | 7 | | | 4 | | | — | | | — | | | 1,375 | | |
| Nonperforming | — | | | — | | | — | | | — | | | — | | | — | | | 23 | | | — | | | — | | | 23 | | |
| Total | 330 | | | 1,796 | | | 632 | | | 1,330 | | | 1,493 | | | 95 | | | 1,944 | | | — | | | — | | | 7,620 | | |
| Gross charge-offs | — | | | — | | | — | | | — | | | — | | | — | | | 17 | | | — | | | — | | | 17 | | |
| | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Consumer: | | | | | | | | | | | | | | | | | | | | |
| Residential mortgage: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Current | 943 | | | 5,517 | | | 3,673 | | | 2,286 | | | 11,546 | | | 30,897 | | | — | | | — | | | — | | | 54,862 | | |
| 30 - 89 days past due | — | | | 16 | | | 11 | | | 28 | | | 54 | | | 447 | | | — | | | — | | | — | | | 556 | | |
| 90 days or more past due | — | | | 10 | | | 44 | | | 103 | | | 79 | | | 412 | | | — | | | — | | | — | | | 648 | | |
| Nonperforming | — | | | 3 | | | 5 | | | 11 | | | 44 | | | 168 | | | — | | | — | | | — | | | 231 | | |
| Total | 943 | | | 5,546 | | | 3,733 | | | 2,428 | | | 11,723 | | | 31,924 | | | — | | | — | | | — | | | 56,297 | | |
| Gross charge-offs | — | | | — | | | — | | | — | | | — | | | 1 | | | — | | | — | | | — | | | 1 | | |
| Home equity: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Current | — | | | — | | | — | | | — | | | — | | | — | | | 6,593 | | | 2,875 | | | — | | | 9,468 | | |
| 30 - 89 days past due | — | | | — | | | — | | | — | | | — | | | — | | | 42 | | | 15 | | | — | | | 57 | | |
| 90 days or more past due | — | | | — | | | — | | | — | | | — | | | — | | | 5 | | | 2 | | | — | | | 7 | | |
| Nonperforming | — | | | — | | | — | | | — | | | — | | | — | | | 34 | | | 67 | | | — | | | 101 | | |
| Total | — | | | — | | | — | | | — | | | — | | | — | | | 6,674 | | | 2,959 | | | — | | | 9,633 | | |
| Gross charge-offs | — | | | — | | | — | | | — | | | — | | | — | | | 3 | | | — | | | — | | | 3 | | |
| Indirect auto: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Current | 2,328 | | | 10,692 | | | 5,158 | | | 1,678 | | | 2,581 | | | 1,655 | | | — | | | — | | | (1) | | | 24,091 | | |
| 30 - 89 days past due | 3 | | | 125 | | | 102 | | | 69 | | | 99 | | | 110 | | | — | | | — | | | — | | | 508 | | |
| | | | | | | | | | | | | | | | | | | | |
| Nonperforming | — | | | 43 | | | 58 | | | 78 | | | 124 | | | 152 | | | — | | | — | | | — | | | 455 | | |
| Total | 2,331 | | | 10,860 | | | 5,318 | | | 1,825 | | | 2,804 | | | 1,917 | | | — | | | — | | | (1) | | | 25,054 | | |
| Gross charge-offs | — | | | 29 | | | 30 | | | 30 | | | 35 | | | 34 | | | — | | | — | | | — | | | 158 | | |
| Other consumer: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Current | 3,153 | | | 10,884 | | | 5,305 | | | 3,528 | | | 3,079 | | | 2,934 | | | 2,842 | | | 29 | | | 4 | | | 31,758 | | |
| 30 - 89 days past due | 5 | | | 65 | | | 47 | | | 50 | | | 34 | | | 30 | | | 6 | | | 3 | | | — | | | 240 | | |
| 90 days or more past due | — | | | 6 | | | 6 | | | 7 | | | 3 | | | 2 | | | 2 | | | — | | | — | | | 26 | | |
| Nonperforming | — | | | 20 | | | 14 | | | 12 | | | 11 | | | 16 | | | — | | | — | | | — | | | 73 | | |
| Total | 3,158 | | | 10,975 | | | 5,372 | | | 3,597 | | | 3,127 | | | 2,982 | | | 2,850 | | | 32 | | | 4 | | | 32,097 | | |
| Gross charge-offs | 10 | | | 54 | | | 39 | | | 37 | | | 21 | | | 16 | | | 7 | | | — | | | — | | | 184 | | |
| Credit card: | | | | | | | | | | | | | | | | | | | | |
| Current | — | | | — | | | — | | | — | | | — | | | — | | | 4,665 | | | 33 | | | — | | | 4,698 | | |
| 30 - 89 days past due | — | | | — | | | — | | | — | | | — | | | — | | | 66 | | | 4 | | | — | | | 70 | | |
| 90 days or more past due | — | | | — | | | — | | | — | | | — | | | — | | | 70 | | | 5 | | | — | | | 75 | | |
| | | | | | | | | | | | | | | | | | | | |
| Total | — | | | — | | | — | | | — | | | — | | | — | | | 4,801 | | | 42 | | | — | | | 4,843 | | |
| Gross charge-offs | — | | | — | | | — | | | — | | | — | | | — | | | 68 | | | 3 | | | — | | | 71 | | |
| Total | $ | 20,318 | | | $ | 74,521 | | | $ | 28,277 | | | $ | 18,747 | | | $ | 35,604 | | | $ | 64,713 | | | $ | 84,354 | | | $ | 3,033 | | | $ | (329) | | | $ | 329,238 | | |
| Gross charge-offs | $ | 13 | | | $ | 100 | | | $ | 105 | | | $ | 69 | | | $ | 58 | | | $ | 63 | | | $ | 172 | | | $ | 3 | | | $ | — | | | $ | 583 | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Truist Financial Corporation 15
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of / for the year ended December 31, 2025 (Dollars in millions) | Amortized Cost Basis by Origination Year | | Revolving Credit | | Loans Converted to Term | | Other(1) | | | |
| 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | Prior | | | | | Total | |
| Commercial: | | | | | | | | | | | | | | | | | | | | |
| Commercial and industrial: | | | | | | | | | | | | | | | | | | | | |
| Pass | $ | 42,084 | | | $ | 12,725 | | | $ | 8,296 | | | $ | 13,476 | | | $ | 7,558 | | | $ | 14,854 | | | $ | 63,555 | | | $ | — | | | $ | (233) | | | $ | 162,315 | | |
| Special mention | 401 | | | 153 | | | 136 | | | 180 | | | 309 | | | 113 | | | 621 | | | — | | | — | | | 1,913 | | |
| Substandard | 351 | | | 391 | | | 476 | | | 383 | | | 254 | | | 262 | | | 624 | | | — | | | — | | | 2,741 | | |
| Nonperforming | 77 | | | 112 | | | 64 | | | 144 | | | 12 | | | 53 | | | 377 | | | — | | | — | | | 839 | | |
| Total | 42,913 | | | 13,381 | | | 8,972 | | | 14,183 | | | 8,133 | | | 15,282 | | | 65,177 | | | — | | | (233) | | | 167,808 | | |
| Gross charge-offs | 45 | | | 96 | | | 70 | | | 28 | | | 1 | | | 9 | | | 212 | | | — | | | — | | | 461 | | |
| CRE: | | | | | | | | | | | | | | | | | | | | |
| Pass | 8,621 | | | 1,300 | | | 1,548 | | | 3,233 | | | 1,797 | | | 3,510 | | | 1,103 | | | — | | | (84) | | | 21,028 | | |
| Special mention | 26 | | | 11 | | | 61 | | | 181 | | | 211 | | | 121 | | | — | | | — | | | — | | | 611 | | |
| Substandard | 376 | | | 153 | | | 311 | | | 460 | | | 150 | | | 449 | | | 135 | | | — | | | — | | | 2,034 | | |
| Nonperforming | 4 | | | 1 | | | 1 | | | 13 | | | 6 | | | 22 | | | — | | | — | | | — | | | 47 | | |
| Total | 9,027 | | | 1,465 | | | 1,921 | | | 3,887 | | | 2,164 | | | 4,102 | | | 1,238 | | | — | | | (84) | | | 23,720 | | |
| Gross charge-offs | 6 | | | 42 | | | 14 | | | 8 | | | — | | | 77 | | | — | | | — | | | — | | | 147 | | |
| Commercial construction: | | | | | | | | | | | | | | | | | | | | |
| Pass | 1,398 | | | 581 | | | 1,070 | | | 531 | | | 158 | | | 20 | | | 1,844 | | | — | | | — | | | 5,602 | | |
| Special mention | 112 | | | — | | | 40 | | | 252 | | | 32 | | | 2 | | | 36 | | | — | | | — | | | 474 | | |
| Substandard | 175 | | | 32 | | | 348 | | | 1,020 | | | 91 | | | — | | | — | | | — | | | — | | | 1,666 | | |
| Nonperforming | — | | | — | | | — | | | — | | | — | | | — | | | 41 | | | — | | | — | | | 41 | | |
| Total | 1,685 | | | 613 | | | 1,458 | | | 1,803 | | | 281 | | | 22 | | | 1,921 | | | — | | | — | | | 7,783 | | |
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| Consumer: | | | | | | | | | | | | | | | | | | | | |
| Residential mortgage: | | | | | | | | | | | | | | | | | | | | |
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| Current | 5,724 | | | 3,947 | | | 2,420 | | | 11,747 | | | 14,453 | | | 17,047 | | | — | | | — | | | — | | | 55,338 | | |
| 30 - 89 days past due | 20 | | | 14 | | | 35 | | | 81 | | | 68 | | | 468 | | | — | | | — | | | — | | | 686 | | |
| 90 or more days past due | 6 | | | 34 | | | 90 | | | 61 | | | 34 | | | 345 | | | — | | | — | | | — | | | 570 | | |
| Nonperforming | — | | | 5 | | | 6 | | | 37 | | | 35 | | | 130 | | | — | | | — | | | — | | | 213 | | |
| Total | 5,750 | | | 4,000 | | | 2,551 | | | 11,926 | | | 14,590 | | | 17,990 | | | — | | | — | | | — | | | 56,807 | | |
| Gross charge-offs | — | | | 1 | | | 1 | | | 2 | | | 2 | | | — | | | — | | | — | | | — | | | 6 | | |
| Home equity: | | | | | | | | | | | | | | | | | | | | |
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| Current | — | | | — | | | — | | | — | | | — | | | — | | | 6,575 | | | 2,969 | | | — | | | 9,544 | | |
| 30 - 89 days past due | — | | | — | | | — | | | — | | | — | | | — | | | 52 | | | 17 | | | — | | | 69 | | |
| 90 days or more past due | — | | | — | | | — | | | — | | | — | | | — | | | 5 | | | 2 | | | — | | | 7 | | |
| Nonperforming | — | | | — | | | — | | | — | | | — | | | — | | | 33 | | | 66 | | | — | | | 99 | | |
| Total | — | | | — | | | — | | | — | | | — | | | — | | | 6,665 | | | 3,054 | | | — | | | 9,719 | | |
| Gross charge-offs | — | | | — | | | — | | | — | | | — | | | — | | | 9 | | | 1 | | | — | | | 10 | | |
| Indirect auto: | | | | | | | | | | | | | | | | | | | | |
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| Current | 11,752 | | | 5,780 | | | 1,933 | | | 3,075 | | | 1,430 | | | 750 | | | — | | | — | | | (7) | | | 24,713 | | |
| 30 - 89 days past due | 123 | | | 139 | | | 106 | | | 142 | | | 80 | | | 89 | | | — | | | — | | | — | | | 679 | | |
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| Nonperforming | 29 | | | 53 | | | 46 | | | 65 | | | 38 | | | 36 | | | — | | | — | | | — | | | 267 | | |
| Total | 11,904 | | | 5,972 | | | 2,085 | | | 3,282 | | | 1,548 | | | 875 | | | — | | | — | | | (7) | | | 25,659 | | |
| Gross charge-offs | 30 | | | 101 | | | 122 | | | 163 | | | 72 | | | 103 | | | — | | | — | | | — | | | 591 | | |
| Other consumer: | | | | | | | | | | | | | | | | | | | | |
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| Current | 12,416 | | | 5,975 | | | 3,947 | | | 3,415 | | | 1,446 | | | 1,791 | | | 2,780 | | | 27 | | | 4 | | | 31,801 | | |
| 30 - 89 days past due | 66 | | | 60 | | | 66 | | | 44 | | | 17 | | | 19 | | | 7 | | | 2 | | | — | | | 281 | | |
| 90 days or more past due | 4 | | | 7 | | | 11 | | | 4 | | | — | | | — | | | 2 | | | — | | | — | | | 28 | | |
| Nonperforming | 13 | | | 12 | | | 14 | | | 12 | | | 9 | | | 11 | | | — | | | — | | | — | | | 71 | | |
| Total | 12,499 | | | 6,054 | | | 4,038 | | | 3,475 | | | 1,472 | | | 1,821 | | | 2,789 | | | 29 | | | 4 | | | 32,181 | | |
| Gross charge-offs | 98 | | | 138 | | | 159 | | | 110 | | | 47 | | | 51 | | | 30 | | | — | | | — | | | 633 | | |
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| Credit card: | | | | | | | | | | | | | | | | | | | | |
| Current | — | | | — | | | — | | | — | | | — | | | — | | | 4,733 | | | 32 | | | — | | | 4,765 | | |
| 30 - 89 days past due | — | | | — | | | — | | | — | | | — | | | — | | | 73 | | | 4 | | | — | | | 77 | | |
| 90 days or more past due | — | | | — | | | — | | | — | | | — | | | — | | | 72 | | | 4 | | | — | | | 76 | | |
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| Total | — | | | — | | | — | | | — | | | — | | | — | | | 4,878 | | | 40 | | | — | | | 4,918 | | |
| Gross charge-offs | — | | | — | | | — | | | — | | | — | | | — | | | 246 | | | 14 | | | — | | | 260 | | |
| Total | $ | 83,778 | | | $ | 31,485 | | | $ | 21,025 | | | $ | 38,556 | | | $ | 28,188 | | | $ | 40,092 | | | $ | 82,668 | | | $ | 3,123 | | | $ | (320) | | | $ | 328,595 | | |
| Gross charge-offs | $ | 179 | | | $ | 378 | | | $ | 366 | | | $ | 311 | | | $ | 122 | | | $ | 240 | | | $ | 497 | | | $ | 15 | | | $ | — | | | $ | 2,108 | | |
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(1)Includes certain deferred fees and costs and other adjustments.
16 Truist Financial Corporation
ACL
The following tables present activity in the ACL:
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| (Dollars in millions) | | Balance at Jan 1, 2025 | | Charge-Offs | | Recoveries | | Provision (Benefit) | | Other | | Balance at Mar 31, 2025 |
| Commercial: | | | | | | | | | | | | |
| Commercial and industrial | | $ | 1,284 | | | $ | (102) | | | $ | 24 | | | $ | 100 | | | $ | 1 | | | $ | 1,307 | |
| CRE | | 643 | | | (70) | | | 7 | | | 24 | | | — | | | 604 | |
| Commercial construction | | 257 | | | — | | | — | | | 23 | | | — | | | 280 | |
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| Consumer: | | | | | | | | | | | | |
| Residential mortgage | | 204 | | | (1) | | | 2 | | | 22 | | | — | | | 227 | |
| Home equity | | 89 | | | (2) | | | 4 | | | 2 | | | — | | | 93 | |
| Indirect auto | | 955 | | | (154) | | | 25 | | | 129 | | | — | | | 955 | |
| Other consumer | | 994 | | | (154) | | | 30 | | | 119 | | | — | | | 989 | |
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| Credit card | | 431 | | | (74) | | | 11 | | | 47 | | | — | | | 415 | |
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| ALLL | | 4,857 | | | (557) | | | 103 | | | 466 | | | 1 | | | 4,870 | |
| RUFC | | 304 | | | — | | | — | | | (8) | | | — | | | 296 | |
| ACL | | $ | 5,161 | | | $ | (557) | | | $ | 103 | | | $ | 458 | | | $ | 1 | | | $ | 5,166 | |
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| (Dollars in millions) | | Balance at Jan 1, 2026 | | Charge-Offs | | Recoveries | | Provision (Benefit) | | Other | | Balance at Mar 31, 2026 |
| Commercial: | | | | | | | | | | | | |
| Commercial and industrial | | $ | 1,326 | | | $ | (142) | | | $ | 16 | | | $ | 184 | | | $ | — | | | $ | 1,384 | |
| CRE | | 476 | | | (7) | | | 3 | | | (16) | | | — | | | 456 | |
| Commercial construction | | 246 | | | (17) | | | 1 | | | (31) | | | — | | | 199 | |
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| Consumer: | | | | | | | | | | | | |
| Residential mortgage | | 198 | | | (1) | | | 2 | | | (1) | | | — | | | 198 | |
| Home equity | | 84 | | | (3) | | | 3 | | | (2) | | | — | | | 82 | |
| Indirect auto | | 1,036 | | | (158) | | | 25 | | | 133 | | | — | | | 1,036 | |
| Other consumer | | 1,238 | | | (184) | | | 33 | | | 171 | | | — | | | 1,258 | |
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| Credit card | | 426 | | | (71) | | | 9 | | | 49 | | | — | | | 413 | |
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| ALLL | | 5,030 | | | (583) | | | 92 | | | 487 | | | — | | | 5,026 | |
| RUFC | | 317 | | | — | | | — | | | (8) | | | — | | | 309 | |
| ACL | | $ | 5,347 | | | $ | (583) | | | $ | 92 | | | $ | 479 | | | $ | — | | | $ | 5,335 | |
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The commercial ALLL decreased $9 million and the consumer and credit card ALLL increased $5 million, in the three months ended March 31, 2026. The decrease in the commercial ALLL primarily reflects a decrease in the reserve rates related to CRE and commercial construction that was partially offset by a modest increase in reserve rates for the commercial and industrial portfolio and loan growth. The increase in the consumer and credit card ALLL was primarily driven by a modest increase to the reserve rate related to the other consumer portfolio that was partially offset by lower loan balances in certain consumer loan 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 unemployment trends, U.S. real GDP, corporate credit spreads, property values, home price indices, and used car prices.
The overall economic forecast considers a third-party baseline macroeconomic forecast, adjusted to reflect Truist’s interest rate outlook. Management also considers third-party optimistic and pessimistic macro-economic scenarios to capture uncertainty in the economic environment. For the March 31, 2026 ACL, the scenario weightings remain unchanged from December 31, 2025, at 40% baseline, 30% optimistic, and 30% pessimistic. While the scenario weightings were unchanged, the underlying macroeconomic forecasts are dynamic and evolve with current and expected economic conditions. Emerging or evolving risks not fully captured by the quantitative models and scenario weightings are reflected through incremental qualitative adjustments, including elevated macroeconomic and geopolitical uncertainty during the period. The economic forecasts informing the quantitative ACL estimate as of March 31, 2026 assumed low single-digit GDP growth and a mid-to-high single-digit unemployment rate over the reasonable and supportable forecast period.
Quantitative models have inherent limitations in estimating expected losses, particularly in periods of rapidly changing macroeconomic conditions and forecasts. The March 31, 2026 ACL estimate includes qualitative adjustments reflecting management’s judgment regarding expected future credit losses for current and expected events or risks that are not fully captured by the loss forecasting models. Refer to “Note 1. Basis of Presentation” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information.
Truist Financial Corporation 17
NPAs
The following table presents a summary of NPAs and residential mortgage loans in the process of foreclosure:
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| (Dollars in millions) | Mar 31, 2026 | | Dec 31, 2025 | | |
| Nonperforming loans and leases HFI | $ | 1,642 | | | $ | 1,577 | | | |
| Nonperforming LHFS | 79 | | | — | | | |
| Foreclosed real estate | 6 | | | 3 | | | |
| Other foreclosed property | 58 | | | 53 | | | |
| Total NPAs | $ | 1,785 | | | $ | 1,633 | | | |
| Residential mortgage loans in the process of foreclosure | $ | 274 | | | $ | 247 | | | |
18 Truist Financial Corporation
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.
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| Renewals | | Term Extensions | | Interest Rate Adjustments | | Capitalizations | | Payment Delays | | | | Combination - Capitalization and Term Extension | | | | | | Other | | | | | | | | | |
Three Months Ended March 31, 2026 (Dollars in millions) | Amount | | Financial Effect | | Amount | | Financial Effect | | Amount | | Financial Effect | | Amount | | Amount | | Financial Effect | | | | Amount | | Financial Effect | | | | | | Amount | | Total Modified Loans | | Percentage of Total Class of Financing Receivable | | | | | |
| Commercial: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial and industrial | $ | 257 | | | 7 months | | $ | — | | | | | $ | — | | | | | $ | — | | | $ | 1 | | | 6 months | | | | $ | — | | | | | | | | | $ | 19 | | | $ | 277 | | | 0.16 | % | | | | | |
| CRE | 51 | | | 20 months | | — | | | | | — | | | | | — | | | — | | | | | | | — | | | | | | | | | — | | | 51 | | | 0.21 | | | | | | |
| Commercial construction | 261 | | | 16 months | | — | | | | | — | | | | | — | | | — | | | | | | | — | | | | | | | | | — | | | 261 | | | 3.43 | | | | | | |
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| Residential mortgage | — | | | | | 18 | | | 87 months | | — | | | | | 19 | | | 58 | | | 8 months | | | | 83 | | | 96 months | | | | | | 26 | | | 204 | | | 0.36 | | | | | | |
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| Indirect auto | — | | | | | 14 | | | 28 months | | — | | | | | — | | | 553 | | | 9 months | | | | — | | | | | | | | | 9 | | | 576 | | | 2.30 | | | | | | |
| Other consumer | — | | | | | 10 | | | 30 months | | — | | | | | — | | | — | | | | | | | — | | | | | | | | | 1 | | | 11 | | | 0.03 | | | | | | |
| Credit card | — | | | | | — | | | | | 9 | | | (15) | % | | — | | | — | | | | | | | — | | | | | | | | | 1 | | | 10 | | | 0.21 | | | | | | |
| Total | $ | 569 | | | | | $ | 42 | | | | | $ | 9 | | | | | $ | 19 | | | $ | 612 | | | | | | | $ | 83 | | | | | | | | | $ | 56 | | | $ | 1,390 | | | 0.42 | | | | | | |
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| Renewals | | Term Extensions | | Interest Rate Adjustments | | Capitalizations | | Payment Delays | | | | Combination - Capitalization and Term Extension | | | | | | Other | | | | | | | | | |
Three Months Ended March 31, 2025 (Dollars in millions) | Amount | | Financial Effect | | Amount | | Financial Effect | | Amount | | Financial Effect | | Amount | | Amount | | Financial Effect | | | | Amount | | Financial Effect | | | | | | Amount | | Total Modified Loans | | Percentage of Total Class of Financing Receivable | | | | | |
| Commercial: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial and industrial | $ | 283 | | | 7 months | | $ | — | | | | | $ | — | | | | | $ | — | | | $ | 46 | | | 6 months | | | | $ | — | | | | | | | | | $ | — | | | $ | 329 | | | 0.21 | % | | | | | |
| CRE | 223 | | | 18 months | | — | | | | | — | | | | | — | | | — | | | | | | | — | | | | | | | | | — | | | 223 | | | 1.14 | | | | | | |
| Commercial construction | 38 | | | 12 months | | — | | | | | — | | | | | — | | | — | | | | | | | — | | | | | | | | | — | | | 38 | | | 0.43 | | | | | | |
| Consumer: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential mortgage | — | | | | | 19 | | | 90 months | | — | | | | | 34 | | | 36 | | | 7 months | | | | 83 | | | 99 months | | | | | | 21 | | | 193 | | | 0.34 | | | | | | |
| Home equity | — | | | | | — | | | | | — | | | | | — | | | — | | | | | | | — | | | | | | | | | 1 | | | 1 | | | 0.01 | | | | | | |
| Indirect auto | — | | | | | 5 | | | 26 months | | — | | | | | — | | | 624 | | | 8 months | | | | — | | | | | | | | | 8 | | | 637 | | | 2.70 | | | | | | |
| Other consumer | — | | | | | 9 | | | 25 months | | — | | | | | — | | | — | | | | | | | — | | | | | | | | | 1 | | | 10 | | | 0.03 | | | | | | |
| Credit card | — | | | | | — | | | | | 8 | | | (17) | % | | — | | | — | | | | | | | — | | | | | | | | | — | | | 8 | | | 0.17 | | | | | | |
| Total | $ | 544 | | | | | $ | 33 | | | | | $ | 8 | | | | | $ | 34 | | | $ | 706 | | | | | | | $ | 83 | | | | | | | | | $ | 31 | | | $ | 1,439 | | | 0.47 | | | | | | |
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Truist Financial Corporation 19
The tables above exclude trial modifications totaling $189 million and $55 million as of March 31, 2026 and 2025, 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, 2026 and 2025, Truist had $437 million and $330 million, respectively, in unfunded commitments to lend additional funds to borrowers experiencing financial difficulty for which Truist has modified the terms of the loans in the ways described above during the twelve months preceding March 31, 2026 and 2025, 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 ACL is adjusted by the same amount.
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, or charge-offs that occurred subsequent to modification.
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| Payment Status | | |
March 31, 2026 (Dollars in millions) | Current | | 30-89 Days Past Due | | 90 Days or More Past Due | | Total | | |
| Commercial: | | | | | | | | | |
| Commercial and industrial | $ | 763 | | | $ | 156 | | | $ | 22 | | | $ | 941 | | | |
| CRE | 371 | | | 37 | | | 2 | | | 410 | | | |
| Commercial construction | 470 | | | 3 | | | — | | | 473 | | | |
| Consumer: | | | | | | | | | |
| Residential mortgage | 347 | | | 100 | | | 205 | | | 652 | | | |
| Home equity | 5 | | | — | | | — | | | 5 | | | |
| Indirect auto | 1,013 | | | 185 | | | 60 | | | 1,258 | | | |
| Other consumer | 33 | | | 3 | | | — | | | 36 | | | |
| Credit card | 18 | | | 3 | | | 4 | | | 25 | | | |
| Total | $ | 3,020 | | | $ | 487 | | | $ | 293 | | | $ | 3,800 | | | |
| Total nonaccrual loans included above | $ | 466 | | | $ | 76 | | | $ | 149 | | | $ | 691 | | | |
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| Payment Status | | |
March 31, 2025 (Dollars in millions) | Current | | 30-89 Days Past Due | | 90 Days or More Past Due | | Total | | |
| Commercial: | | | | | | | | | |
| Commercial and industrial | $ | 950 | | | $ | 13 | | | $ | 55 | | | $ | 1,018 | | | |
| CRE | 447 | | | — | | | — | | | 447 | | | |
| Commercial construction | 108 | | | — | | | — | | | 108 | | | |
| Consumer: | | | | | | | | | |
| Residential mortgage | 343 | | | 92 | | | 136 | | | 571 | | | |
| Home equity | 5 | | | — | | | — | | | 5 | | | |
| Indirect auto | 1,090 | | | 162 | | | 61 | | | 1,313 | | | |
| Other consumer | 31 | | | 2 | | | 1 | | | 34 | | | |
| Credit card | 19 | | | 3 | | | 3 | | | 25 | | | |
| Total | $ | 2,993 | | | $ | 272 | | | $ | 256 | | | $ | 3,521 | | | |
| Total nonaccrual loans included above | $ | 306 | | | $ | 43 | | | $ | 154 | | | $ | 503 | | | |
20 Truist Financial Corporation
The following table provides the amortized cost basis of financing receivables that were modified in the last twelve months and were in payment default at period end:
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March 31, 2026 (Dollars in millions) | Renewals | | Term Extensions | | Interest Rate Adjustments | | Capitalizations | | Payment Delays | | | | Combination - Capitalization and Term Extension | | | | | | Other | | Total | | |
| Commercial: | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial and industrial | $ | 22 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | — | | | | | | | $ | — | | | $ | 22 | | | |
| CRE | 2 | | | — | | | — | | | — | | | — | | | | | — | | | | | | | — | | | 2 | | | |
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| Consumer: | | | | | | | | | | | | | | | | | | | | | | | |
| Residential mortgage | — | | | 14 | | | — | | | 19 | | | 111 | | | | | 57 | | | | | | | 4 | | | 205 | | | |
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| Indirect auto | — | | | 1 | | | — | | | — | | | 56 | | | | | — | | | | | | | 3 | | | 60 | | | |
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| Credit card | — | | | — | | | 3 | | | — | | | — | | | | | — | | | | | | | 1 | | | 4 | | | |
| Total | $ | 24 | | | $ | 15 | | | $ | 3 | | | $ | 19 | | | $ | 167 | | | | | $ | 57 | | | | | | | $ | 8 | | | $ | 293 | | | |
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March 31, 2025 (Dollars in millions) | Renewals | | Term Extensions | | Interest Rate Adjustments | | Capitalizations | | Payment Delays | | Combination - Capitalization and Term Extension | | Other | | Total | | | | | | |
| Commercial: | | | | | | | | | | | | | | | | | | | | | |
| Commercial and industrial | $ | 55 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 55 | | | | | | | |
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| Consumer: | | | | | | | | | | | | | | | | | | | | | |
| Residential mortgage | — | | | 14 | | | — | | | 5 | | | 77 | | | 34 | | | 6 | | | 136 | | | | | | | |
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| Indirect auto | — | | | 1 | | | — | | | — | | | 58 | | | — | | | 2 | | | 61 | | | | | | | |
| Other consumer | — | | | 1 | | | — | | | — | | | — | | | — | | | — | | | 1 | | | | | | | |
| Credit card | — | | | — | | | 3 | | | — | | | — | | | — | | | — | | | 3 | | | | | | | |
| Total | $ | 55 | | | $ | 16 | | | $ | 3 | | | $ | 5 | | | $ | 135 | | | $ | 34 | | | $ | 8 | | | $ | 256 | | | | | | | |
Unearned Income, Discounts, and Net Deferred Loan Fees and Costs
The following table presents additional information about loans and leases:
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| (Dollars in millions) | Mar 31, 2026 | | Dec 31, 2025 | | |
| Unearned income, discounts, and net deferred loan fees and costs | $ | 493 | | | $ | 509 | | | |
Truist Financial Corporation 21
NOTE 5. Goodwill and Other Intangible Assets
The Company monitored events and circumstances during the period from January 1, 2026 to March 31, 2026, 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 October 1, 2025 quantitative impairment test, and the sensitivity of the October 1, 2025 quantitative results to changes in assumptions as of March 31, 2026. 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, 2026.
Refer to “Note 7. Goodwill and Other Intangible Assets” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on goodwill, including the Company's most recent annual quantitative test. Refer to “Note 16. Operating Segments” for additional information on segments.
The following table, which excludes fully amortized intangibles, presents information for identifiable intangible assets:
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| | | March 31, 2026 | | December 31, 2025 |
| (Dollars in millions) | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| CDI | | $ | 2,175 | | | $ | (1,764) | | | $ | 411 | | | $ | 2,242 | | | $ | (1,796) | | | $ | 446 | |
Other, primarily client relationship intangibles | | 1,437 | | | (656) | | | 781 | | | 1,437 | | | (627) | | | 810 | |
| Total | | $ | 3,612 | | | $ | (2,420) | | | $ | 1,192 | | | $ | 3,679 | | | $ | (2,423) | | | $ | 1,256 | |
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22 Truist Financial Corporation
NOTE 6. 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:
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| (Dollars in millions) | | Mar 31, 2026 | | Dec 31, 2025 | | | |
| UPB of residential mortgage loan servicing portfolio | | $ | 291,256 | | | $ | 285,966 | | | | |
UPB of residential mortgage loans serviced for others, primarily agency conforming fixed rate | | 233,870 | | | 228,383 | | | | |
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| | As of / For the Three Months Ended March 31, | |
(Dollars in millions) | | 2026 | | 2025 | | | |
| UPB of residential mortgage loans sold from LHFS | | $ | 3,558 | | | $ | 2,508 | | | | |
| Pre-tax gains recognized on mortgage loans sold and held for sale | | 21 | | | 15 | | | | |
| Servicing fees recognized from mortgage loans serviced for others | | 165 | | | 154 | | | | |
Approximate weighted average servicing fee on the outstanding balance of residential mortgage loans serviced for others | | 0.29 | % | | 0.28 | % | | | |
| Weighted average interest rate on mortgage loans serviced for others | | 3.77 | | | 3.68 | | | | |
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The following table presents a roll forward of residential MSRs recorded at fair value:
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| (Dollars in millions) | | 2026 | | 2025 | | |
| Residential MSRs, carrying value, January 1 | | $ | 3,724 | | | $ | 3,431 | | | |
| Acquired | | 131 | | | — | | | |
| Additions | | 85 | | | 53 | | | |
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Change in fair value due to changes in valuation inputs or assumptions | | 13 | | | (49) | | | |
| Realization of expected net servicing cash flows, passage of time, and other | | (85) | | | (69) | | | |
| Residential MSRs, carrying value, March 31 | | $ | 3,868 | | | $ | 3,366 | | | |
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The sensitivity of the fair value of the Company’s residential MSRs to changes in key assumptions is presented in the following table. The sensitivity calculations below are hypothetical and should not be considered predictive of future performance. 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, 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.
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| March 31, 2026 | | December 31, 2025 |
| Range | | Weighted Average | | Range | | Weighted Average |
| (Dollars in millions) | Min | | Max | | | Min | | Max | |
| Prepayment speed | 6.2 | % | | 11.4 | % | | 7.3 | % | | 6.1 | % | | 13.9 | % | | 7.2 | % |
| Effect on fair value of a 10% increase | | | | | $ | (111) | | | | | | | $ | (107) | |
| Effect on fair value of a 20% increase | | | | | (215) | | | | | | | (208) | |
| OAS | 0.9 | % | | 12.1 | % | | 4.1 | % | | 1.4 | % | | 12.2 | % | | 4.4 | % |
| Effect on fair value of a 10% increase | | | | | $ | (72) | | | | | | | $ | (75) | |
| Effect on fair value of a 20% increase | | | | | (142) | | | | | | | (146) | |
| Composition of loans serviced for others: | | | | | | | | | | |
| Fixed-rate residential mortgage loans | | | | | 99.7 | % | | | | | | 99.7 | % |
Adjustable-rate residential mortgage loans | | | | | 0.3 | | | | | | | 0.3 | |
| Total | | | | | 100.0 | % | | | | | | 100.0 | % |
| Weighted average life | | | | | 7.5 years | | | | | | 7.6 years |
Truist Financial Corporation 23
Commercial Mortgage Activities
The following tables summarize commercial mortgage servicing activities:
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| (Dollars in millions) | Mar 31, 2026 | | Dec 31, 2025 | | |
| UPB of CRE mortgages serviced for others | $ | 26,146 | | | $ | 26,152 | | | |
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| Commercial MSRs at fair value | 225 | | | 228 | | | |
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| Three Months Ended March 31, |
(Dollars in millions) | 2026 | | 2025 | | |
CRE mortgages originated | $ | 417 | | | $ | 90 | | | |
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NOTE 7. Other Assets and Liabilities
Lessee Operating Leases
The Company leases certain assets, consisting primarily of real estate, and assesses at contract inception whether a contract is, or contains, a lease. Finance leases where the Company is a lessee are not material to the Company’s financial statements for all periods presented. The following tables present additional information on operating leases, excluding leases related to the lease financing businesses:
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| (Dollars in millions) | Mar 31, 2026 | | Dec 31, 2025 |
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| ROU assets | $ | 1,032 | | | | | $ | 1,045 | | | |
| Lease liabilities | 1,252 | | | | | 1,276 | | | |
| Weighted average remaining term | 6.7 years | | | | 6.7 years | | |
| Weighted average discount rate | 3.9 | % | | | | 3.8 | % | | |
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| | | Three Months Ended March 31, |
| (Dollars in millions) | | | | | 2026 | | 2025 | | |
| Operating lease costs | | | | | $ | 70 | | | $ | 68 | | | |
Lessor Operating Leases
The Company’s two primary lessor businesses are equipment financing and structured real estate with income recorded in Other 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.
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| (Dollars in millions) | | | Mar 31, 2026 | | Dec 31, 2025 |
Assets held under operating leases(1)(2) | | | $ | 1,751 | | | $ | 1,838 | |
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| Accumulated depreciation | | | (531) | | | (527) | |
| Net | | | $ | 1,220 | | | $ | 1,311 | |
(1)Includes certain land parcels subject to operating leases that have indefinite lives.
(2)Excludes operating leases held-for-sale that totaled $22 million and $4 million at March 31, 2026 and December 31, 2025, respectively.
24 Truist Financial Corporation
NOTE 8. Borrowings
Short-Term Borrowings
The types of short-term borrowings that have been, or may be, used by the Company include Federal funds purchased, securities sold under repurchase agreements, master notes, commercial paper, short-term bank notes, and short-term FHLB advances. The carrying value of FHLB advances classified as short-term borrowings was $22.1 billion at March 31, 2026 and December 31, 2025. Additionally, securities sold short, which are used for client-related trading activities, are classified as Short-term borrowings in the Consolidated Balance Sheets. Refer to “Note 13. Fair Value Disclosures” for additional information on securities sold short and “Note 2. Securities Financing Activities” for information on securities sold under repurchase agreements.
Long-Term Debt
The types of long-term debt that have been, or may be, used by the Company include fixed and floating rate senior and subordinated notes and FHLB advances, which are typically prepayable and may be used for short-term liquidity management. The majority of long-term debt is redeemable at our option at one or more dates prior to contractual maturity. The following table presents a summary of long-term debt:
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| (Dollars in millions) | | | | | | | | | | | Mar 31, 2026 | | Dec 31, 2025 |
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| Truist Financial Corporation: | | | | | | | | | | | | | |
| Fixed rate senior notes | | | | | | | | | | | $ | 20,015 | | | $ | 20,093 | |
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| Fixed rate subordinated notes | | | | | | | | | | | 1,604 | | | 1,818 | |
| Capital notes | | | | | | | | | | | 640 | | | 639 | |
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| Truist Bank: | | | | | | | | | | | | | |
| Fixed rate senior notes | | | | | | | | | | | 5,644 | | | 4,476 | |
| Floating rate senior notes | | | | | | | | | | | 848 | | | 499 | |
| Fixed rate subordinated notes | | | | | | | | | | | 3,545 | | | 3,553 | |
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Floating rate FHLB advances | | | | | | | | | | | 7,900 | | | 9,450 | |
Other long-term debt(1) | | | | | | | | | | | 1,426 | | | 1,435 | |
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| Total long-term debt | | | | | | | | | | | $ | 41,622 | | | $ | 41,963 | |
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(1)Includes debt associated with finance leases and tax credit investments.
Truist Financial Corporation 25
NOTE 9. Shareholders’ Equity
Dividend Activity
The following table presents total dividends declared per share of common and preferred stock:
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| (Dollars in millions, except per share data) | | | | | Dividends Per Share | | | | | | Aggregate Dividends |
| | Three Months Ended March 31, | | | | Three Months Ended March 31, |
| | | | 2026 | | 2025 | | | | | | | | 2026 | | 2025 | | |
| Common stock | | | | | $ | 0.52 | | | $ | 0.52 | | | | | | | | | $ | 645 | | | $ | 679 | | | |
| Preferred stock: | | | | | | | | | | | | | | | | | | | |
| Series I | | | | | 1,141 | | | 1,302 | | | | | | | | | 2 | | | 2 | | | |
| Series J | | | | | 1,170 | | | 1,331 | | | | | | | | | 1 | | | 1 | | | |
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| Series N | | | | | 834 | | | 834 | | | | | | | | | 56 | | | 56 | | | |
| Series O | | | | | 328 | | | 328 | | | | | | | | | 8 | | | 8 | | | |
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| Series Q | | | | | 638 | | | 638 | | | | | | | | | 26 | | | 26 | | | |
| Series R | | | | | 297 | | | 297 | | | | | | | | | 11 | | | 11 | | | |
| Total preferred stock | | | | | | | | | | | | | | | $ | 104 | | | $ | 104 | | | |
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Common Stock
In December 2025, Truist announced that its Board authorized the repurchase of up to $10.0 billion of common stock effective immediately with no expiration date, replacing the previous repurchase authority from June 2024, as part of Truist’s overall capital distribution strategy. For the three months ended March 31, 2026, the Company repurchased $1.1 billion of common stock, including excise tax, which represented 22.2 million shares, through open market repurchases under the December 2025 repurchase plan. Repurchased shares revert to the status of authorized and unissued shares upon repurchase. At March 31, 2026, Truist had remaining authorization to repurchase up to $8.9 billion of common stock under the December 2025 repurchase plan.
26 Truist Financial Corporation
NOTE 10. 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 previously transferred from AFS securities.
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| (Dollars in millions) | Pension and OPEB Costs | | Cash Flow Hedges | | AFS Securities | | HTM Securities | | Other, net | | Total |
| AOCI balance, January 1, 2025 | $ | (648) | | | $ | (861) | | | $ | (4,573) | | | $ | (2,125) | | | $ | (6) | | | $ | (8,213) | |
| OCI before reclassifications, net of tax | 5 | | | 358 | | | 543 | | | — | | | 1 | | | 907 | |
| | | | | | | | | | | |
| Amounts reclassified from AOCI: | | | | | | | | | | | |
| Before tax | — | | | 93 | | | (85) | | | 65 | | | — | | | 73 | |
| Tax effect | — | | | 22 | | | (20) | | | 15 | | | — | | | 17 | |
| Amounts reclassified, net of tax | — | | | 71 | | | (65) | | | 50 | | | — | | | 56 | |
| Total OCI, net of tax | 5 | | | 429 | | | 478 | | | 50 | | | 1 | | | 963 | |
| AOCI balance, March 31, 2025 | $ | (643) | | | $ | (432) | | | $ | (4,095) | | | $ | (2,075) | | | $ | (5) | | | $ | (7,250) | |
| AOCI balance, January 1, 2026 | $ | (381) | | | $ | (173) | | | $ | (3,306) | | | $ | (1,909) | | | $ | — | | | $ | (5,769) | |
| OCI before reclassifications, net of tax | (8) | | | (427) | | | (197) | | | — | | | 1 | | | (631) | |
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| Amounts reclassified from AOCI: | | | | | | | | | | | |
| Before tax | 2 | | | 37 | | | (18) | | | 61 | | | — | | | 82 | |
| Tax effect | — | | | 9 | | | (4) | | | 14 | | | — | | | 19 | |
| Amounts reclassified, net of tax | 2 | | | 28 | | | (14) | | | 47 | | | — | | | 63 | |
| Total OCI, net of tax | (6) | | | (399) | | | (211) | | | 47 | | | 1 | | | (568) | |
| AOCI balance, March 31, 2026 | $ | (387) | | | $ | (572) | | | $ | (3,517) | | | $ | (1,862) | | | $ | 1 | | | $ | (6,337) | |
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Primary income statement location of amounts reclassified from AOCI | Other expense | | Net interest income | | Securities gains (losses) and Interest on securities | | Interest on securities | | Other income | | |
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Truist Financial Corporation 27
NOTE 11. 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 | 2026 | | 2025 | | | | |
Service cost | Personnel expense | $ | 75 | | | $ | 68 | | | | | |
| Interest cost | Other expense | 122 | | | 114 | | | | | |
| Estimated return on plan assets | Other expense | (267) | | | (243) | | | | | |
| | | | | | | | |
| Net periodic (benefit) cost | | $ | (70) | | | $ | (61) | | | | | |
Truist may make contributions to the qualified pension plan up to the maximum amount deductible for federal income tax purposes.
Refer to “Note 15. Benefit Plans” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional discussion of Truist’s benefit plans.
28 Truist Financial Corporation
NOTE 12. 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. Refer to “Note 16. Commitments and Contingencies” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional discussion of Truist’s tax credit and certain equity investments, total return swaps, and other commitments.
Tax Credit and Certain Equity Investments
The following table summarizes certain tax credit and equity investments:
| | | | | | | | | | | | | | |
| (Dollars in millions) | Balance Sheet Location | Mar 31, 2026 | | Dec 31, 2025 |
Investments in affordable housing projects, other qualified tax credits and other community development investments: | | | | |
| Carrying amount | Other assets | $ | 8,253 | | | $ | 8,049 | |
| Amount of future funding commitments included in carrying amount | Other liabilities | 2,629 | | | 2,531 | |
| Lending exposure | Loans and leases for funded amounts | 2,295 | | | 2,341 | |
| | | | |
| Renewable energy investments: | | | | |
| Carrying amount | Other assets | 789 | | | 736 | |
| Amount of future funding commitments not included in carrying amount | NA | 1,017 | | | 719 | |
| SBIC and certain other equity method investments: | | | | |
| Carrying amount | Other assets | 1,097 | | | 1,015 | |
| Amount of future funding commitments not included in carrying amount | NA | 611 | | | 626 | |
The following table presents a summary of tax credits and amortization expense associated with the Company’s tax credit investment activity.
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| | | | Three Months Ended March 31, |
| (Dollars in millions) | Income Statement Location | | | | | 2026 | | 2025 | | |
| Tax credits: | | | | | | | | | | |
Investments in affordable housing projects, other qualified tax credits, and other community development investments(1) | Provision for income taxes | | | | | $ | 225 | | | $ | 211 | | | |
| Amortization and other changes in carrying amount: | | | | | | | | | | |
| Investments in affordable housing projects and other qualified tax credits | Provision for income taxes | | | | | $ | 200 | | | $ | 188 | | | |
| Other community development investments | Other noninterest income | | | | | 2 | | | 2 | | | |
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(1)Excludes renewable energy investment tax credits. These credits are recorded as a reduction to the carrying value of the underlying investments.
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 letters of credit and financial guarantee arrangements.
Truist Financial Corporation 29
The following is a summary of selected notional amounts of off-balance sheet financial instruments:
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| (Dollars in millions) | Mar 31, 2026 | Dec 31, 2025 |
| Commitments to extend, originate, or purchase credit and other commitments | $ | 225,575 | | | $ | 230,007 | |
| Residential mortgage loans sold with recourse | 138 | | | 138 | |
| Maximum recourse exposure from mortgage loans sold with recourse liability | 92 | | | 91 | |
| Indemnification, recourse, and repurchase reserves | 18 | | | 18 | |
| CRE mortgages serviced for others covered by recourse provisions | 9,479 | | | 9,421 | |
| Maximum recourse exposure | 2,811 | | | 2,786 | |
| Recorded reserves related to CRE mortgages recourse exposure | 10 | | | 10 | |
Other loans serviced for others covered by recourse provisions | 2,876 | | | 2,803 | |
| Maximum recourse exposure | 77 | | | 80 | |
Letters of credit and financial guarantees | 10,035 | | | 9,347 | |
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Total Return Swaps
The Company enters into TRS transactions with third-party clients, whereby a VIE purchases reference assets identified by a client.
The following table provides a summary of the TRS transactions with the associated VIE reference assets, which include trading loans and bonds:
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| (Dollars in millions) | | Mar 31, 2026 | | Dec 31, 2025 |
| Total return swaps: | | | | |
| VIE assets | | $ | 2,173 | | | $ | 2,117 | |
| Trading loans and bonds | | 1,956 | | | 1,909 | |
| VIE liabilities | | 229 | | | 285 | |
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 Federal Reserve are subject to applicable asset discounts when determining borrowing capacity. The Company has capacity for secured financing from both the Federal Reserve 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:
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| (Dollars in millions) | | Mar 31, 2026 | | Dec 31, 2025 |
| Pledged securities | | $ | 35,466 | | | $ | 40,144 | |
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| Pledged loans: | | | | |
| Federal Reserve | | 109,166 | | | 108,214 | |
| FHLB | | 75,291 | | | 74,767 | |
| Unused borrowing capacity: | | | | |
Federal Reserve | | 85,236 | | | 84,160 | |
| FHLB | | 24,416 | | | 23,464 | |
30 Truist Financial Corporation
Legal Proceedings and Other Legal Matters
Truist is routinely named as a defendant in or a party to numerous actual or threatened legal proceedings and other matters and is 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 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 the matter 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.
Truist also provides estimates of reasonably possible losses, including for disclosed matters, when potential losses become reasonably possible and the amount of loss can be reasonably estimated. The Company estimates reasonably possible losses, in excess of amounts accrued, of up to approximately $150 million in the aggregate as of March 31, 2026. 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 a legal proceeding 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 sought a return of up to $452 million in paid overdraft fees plus prejudgment interest, which based on this amount of claimed fees would have been estimated at approximately $470 million as of March 31, 2026.
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 separately appealed to the Georgia Court of Appeals, which affirmed the order in part and reversed it in part on February 20, 2025. Truist’s petitions seeking further review by the Georgia Supreme Court and the U.S. Supreme Court were denied. As a result of all of these rulings, the amount of paid overdraft fees and prejudgment interest at issue in the case was reduced.
On January 20, 2026, without any admission of liability or wrongdoing, Truist entered into a settlement agreement with the class to resolve the case. Under the settlement, which is subject to court approval, Truist will contribute up to $240 million to a settlement fund that will be used to pay fees and expenses of class counsel, costs of settlement administration, an incentive payment for the class representative, and valid claims submitted by class members. The court granted preliminary approval of the settlement on January 23, 2026, and scheduled a hearing on final approval for May 26, 2026.
32 Truist Financial Corporation
NOTE 13. 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:
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March 31, 2026 (Dollars in millions) | | Total | | Level 1 | | Level 2 | | Level 3 | | Netting Adjustments(1) | |
| Assets: | | | | | | | | | | | |
| Trading assets: | | | | | | | | | | | |
| U.S. Treasury | | $ | 109 | | | $ | — | | | $ | 109 | | | $ | — | | | $ | — | | |
| GSE | | 42 | | | — | | | 42 | | | — | | | — | | |
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| States and political subdivisions | | 189 | | | — | | | 189 | | | — | | | — | | |
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| Corporate and other debt securities | | 1,752 | | | — | | | 1,752 | | | — | | | — | | |
| Loans | | 2,123 | | | — | | | 2,123 | | | — | | | — | | |
| Equity securities | | 1,020 | | | 1,020 | | | — | | | — | | | — | | |
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| Total trading assets | | 5,235 | | | 1,020 | | | 4,215 | | | — | | | — | | |
| AFS securities: | | | | | | | | | | | |
| U.S. Treasury | | 13,165 | | | — | | | 13,165 | | | — | | | — | | |
| GSE | | 451 | | | — | | | 451 | | | — | | | — | | |
| Agency MBS – residential | | 48,174 | | | — | | | 48,174 | | | — | | | — | | |
| Agency MBS – commercial | | 3,158 | | | — | | | 3,158 | | | — | | | — | | |
| States and political subdivisions | | 343 | | | — | | | 343 | | | — | | | — | | |
| Collateralized loan obligations | | 125 | | | — | | | 125 | | | — | | | — | | |
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| Other | | 14 | | | — | | | 14 | | | — | | | — | | |
| Total AFS securities | | 65,430 | | | — | | | 65,430 | | | — | | | — | | |
| LHFS | | 1,899 | | | — | | | 1,899 | | | — | | | — | | |
| Loans and leases | | 10 | | | — | | | — | | | 10 | | | — | | |
| Loan servicing rights at fair value | | 4,112 | | | — | | | — | | | 4,112 | | | — | | |
| Other assets: | | | | | | | | | | | |
| Derivative assets | | 1,366 | | | 986 | | | 2,279 | | | 7 | | | (1,906) | | |
| Equity securities | | 351 | | | 275 | | | 76 | | | — | | | — | | |
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| Total assets | | $ | 78,403 | | | $ | 2,281 | | | $ | 73,899 | | | $ | 4,129 | | | $ | (1,906) | | |
| Liabilities: | | | | | | | | | | | |
| Interest-bearing deposits: | | | | | | | | | | | |
| Brokered time deposits | | $ | 624 | | | $ | — | | | $ | 624 | | | $ | — | | | $ | — | | |
| Short-term borrowings: | | | | | | | | | | | |
| Securities sold short | | 2,849 | | | 1,513 | | | 1,336 | | | — | | | — | | |
| Other trading liabilities | | 218 | | | — | | | 218 | | | — | | | — | | |
| Other liabilities: | | | | | | | | | | | |
| Derivative liabilities | | 1,891 | | | 582 | | | 4,008 | | | 42 | | | (2,741) | | |
| Total liabilities | | $ | 5,582 | | | $ | 2,095 | | | $ | 6,186 | | | $ | 42 | | | $ | (2,741) | | |
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Truist Financial Corporation 33
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December 31, 2025 (Dollars in millions) | | Total | | Level 1 | | Level 2 | | Level 3 | | Netting Adjustments(1) | |
| Assets: | | | | | | | | | | | |
| Trading assets: | | | | | | | | | | | |
| U.S. Treasury | | $ | 244 | | | $ | — | | | $ | 244 | | | $ | — | | | $ | — | | |
| GSE | | 42 | | | — | | | 42 | | | — | | | — | | |
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| States and political subdivisions | | 301 | | | — | | | 301 | | | — | | | — | | |
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| Corporate and other debt securities | | 1,970 | | | — | | | 1,970 | | | — | | | — | | |
| Loans | | 2,168 | | | — | | | 2,168 | | | — | | | — | | |
| Equity securities | | 1,065 | | | 1,065 | | | — | | | — | | | — | | |
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| Total trading assets | | 5,790 | | | 1,065 | | | 4,725 | | | — | | | — | | |
| AFS securities: | | | | | | | | | | | |
| U.S. Treasury | | 12,792 | | | — | | | 12,792 | | | — | | | — | | |
| GSE | | 460 | | | — | | | 460 | | | — | | | — | | |
| Agency MBS – residential | | 48,226 | | | — | | | 48,226 | | | — | | | — | | |
| Agency MBS – commercial | | 3,200 | | | — | | | 3,200 | | | — | | | — | | |
| States and political subdivisions | | 350 | | | — | | | 350 | | | — | | | — | | |
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| Other | | 14 | | | — | | | 14 | | | — | | | — | | |
| Total AFS securities | | 65,042 | | | — | | | 65,042 | | | — | | | — | | |
| LHFS | | 1,622 | | | — | | | 1,622 | | | — | | | — | | |
| Loans and leases | | 11 | | | — | | | — | | | 11 | | | — | | |
| Loan servicing rights at fair value | | 3,972 | | | — | | | — | | | 3,972 | | | — | | |
| Other assets: | | | | | | | | | | | |
| Derivative assets | | 1,343 | | | 1,157 | | | 1,961 | | | 4 | | | (1,779) | | |
| Equity securities | | 382 | | | 293 | | | 89 | | | — | | | — | | |
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| Total assets | | $ | 78,162 | | | $ | 2,515 | | | $ | 73,439 | | | $ | 3,987 | | | $ | (1,779) | | |
| Liabilities: | | | | | | | | | | | |
| Interest-bearing deposits: | | | | | | | | | | | |
| Brokered time deposits | | $ | 639 | | | $ | — | | | $ | 639 | | | $ | — | | | $ | — | | |
| Short-term borrowings: | | | | | | | | | | | |
| Securities sold short | | 2,185 | | | 652 | | | 1,533 | | | — | | | — | | |
| Other trading liabilities | | 209 | | | — | | | 209 | | | — | | | — | | |
| Other liabilities: | | | | | | | | | | | |
| Derivative liabilities | | 1,797 | | | 623 | | | 3,959 | | | 33 | | | (2,818) | | |
| Total liabilities | | $ | 4,830 | | | $ | 1,275 | | | $ | 6,340 | | | $ | 33 | | | $ | (2,818) | | |
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(1)Refer to “Note 14. Derivative Financial Instruments” for additional discussion on netting adjustments.
At March 31, 2026 and December 31, 2025, investments totaling $646 million and $622 million, respectively, have been excluded from the tables above as they are valued based on net asset value as a practical expedient. These investments primarily consist of certain SBIC funds.
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” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2025.
34 Truist Financial Corporation
Activity for Level 3 assets and liabilities is summarized below:
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Three Months Ended March 31, 2026 and 2025 (Dollars in millions) | | | | | Loans and Leases | | Loan Servicing Rights | | Net Derivatives | | | |
| Balance at January 1, 2025 | | | | | $ | 13 | | | $ | 3,708 | | | $ | (41) | | | | |
| Total realized and unrealized gains (losses): | | | | | | | | | | | | |
| Included in earnings | | | | | — | | | (56) | | | 6 | | | | |
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| Issuances | | | | | — | | | 57 | | | 4 | | | | |
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| Settlements | | | | | (1) | | | (81) | | | (2) | | | | |
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| Balance at March 31, 2025 | | | | | $ | 12 | | | $ | 3,628 | | | $ | (33) | | | | |
| Balance at January 1, 2026 | | | | | $ | 11 | | | $ | 3,972 | | | $ | (29) | | | | |
| Total realized and unrealized gains (losses): | | | | | | | | | | | | |
| Included in earnings | | | | | — | | | 16 | | | 1 | | | | |
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| Purchases | | | | | — | | | 131 | | | — | | | | |
| Issuances | | | | | — | | | 93 | | | (17) | | | | |
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| Settlements | | | | | (1) | | | (100) | | | 10 | | | | |
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| Balance at March 31, 2026 | | | | | $ | 10 | | | $ | 4,112 | | | $ | (35) | | | | |
| Change in unrealized gains (losses) included in earnings for the period, attributable to assets and liabilities still held at March 31, 2026 | | | | | $ | — | | | $ | 16 | | | $ | (17) | | | | |
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Primary income statement location of realized gains (losses) included in earnings | | | | | Other income | | Mortgage banking income | | Mortgage banking income and other income | | | |
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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:
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| | | March 31, 2026 | | December 31, 2025 |
| (Dollars in millions) | | Fair Value | | UPB | | Difference | | Fair Value | | UPB | | Difference |
| Trading loans | | $ | 2,123 | | | $ | 2,212 | | | $ | (89) | | | $ | 2,168 | | | $ | 2,230 | | | $ | (62) | |
LHFS | | 1,899 | | | 1,894 | | | 5 | | | 1,622 | | | 1,592 | | | 30 | |
| Loans and leases | | 10 | | | 11 | | | (1) | | | 11 | | | 12 | | | (1) | |
| Brokered time deposits | | 624 | | | 630 | | | (6) | | | 639 | | | 642 | | | (3) | |
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Nonrecurring Fair Value Measurements
The following table provides information about certain assets measured at fair value on a nonrecurring basis held as of period end with valuation adjustments recorded during the period. The carrying values represent end of period values, which approximate the fair value.
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| (Dollars in millions) | Fair Value Hierarchy | | Mar 31, 2026 | | | | Dec 31, 2025 | | |
| Carrying value: | | | | | | | | | |
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| LHFS | Level 3 | | — | | | | | 4 | | | |
Loans and leases(1) | Level 3 | | 291 | | | | | 468 | | | |
| Other | Level 3 | | 49 | | | | | 65 | | | |
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(1)Total loans and leases measured at fair value on a nonrecurring basis still held as of period end were $535 million and $599 million at March 31, 2026 and December 31, 2025, respectively.
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.
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| | Three Months Ended March 31, |
| (Dollars in millions) | | 2026 | | 2025 | | |
| Valuation adjustments: | | | | | | |
| LHFS | | $ | (41) | | | $ | (40) | | | |
| Loans and leases | | (251) | | | (220) | | | |
| Other | | (61) | | | (87) | | | |
Truist Financial Corporation 35
LHFS with valuation adjustments in the table above consist primarily of residential mortgages and commercial loans that are valued using market prices and measured at LOCOM.
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 Statements of Income. Refer to “Note 1. Basis of Presentation” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2025 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, as applicable. Partnership investments are measured by discounting 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:
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| | | March 31, 2026 | | December 31, 2025 |
| (Dollars in millions) | Fair Value Hierarchy | | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
| Financial assets: | | | | | | | | | |
| HTM securities | Level 2 | | $ | 46,436 | | | $ | 38,207 | | | $ | 47,186 | | | $ | 39,130 | |
| Loans and leases, net of ALLL | Level 3 | | 324,202 | | | 320,718 | | | 323,554 | | | 320,018 | |
| Financial liabilities: | | | | | | | | | |
| Time deposits | Level 2 | | 39,038 | | | 38,916 | | | 37,793 | | | 37,723 | |
| Long-term debt | Level 2 | | 41,622 | | | 41,869 | | | 41,963 | | | 42,451 | |
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The carrying value of the RUFC, which approximates the fair value, was $309 million and $317 million at March 31, 2026 and December 31, 2025, respectively. Cash and due from banks, interest-bearing deposits with banks, securities borrowed or purchased under agreements to resell, and short-term borrowings are reflected in the Consolidated Balance Sheets at cost, which approximates the fair value due to the short-term nature of these instruments and their limited inherent credit risk.
36 Truist Financial Corporation
NOTE 14. Derivative Financial Instruments
Impact of Derivatives on the Consolidated Balance Sheets
The following table presents the gross notional or contractual amounts and estimated fair value of derivative instruments employed by the Company:
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| March 31, 2026 | | December 31, 2025 | | | | | | | | |
| | Notional or Contractual Amount | | Fair Value | | Notional or Contractual Amount | | Fair Value | | | | | | | | |
| (Dollars in millions) | | Assets | | Liabilities | | | Assets | | Liabilities | | | | | | | | |
| Cash flow hedges: | | | | | | | | | | | | | | | | | | | |
| Interest rate contracts: | | | | | | | | | | | | | | | | | | | |
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| Swaps hedging commercial loans | $ | 89,782 | | | $ | 4 | | | $ | — | | | $ | 97,135 | | | $ | — | | | $ | — | | | | | | | | | |
| Fair value hedges: | | | | | | | | | | | | | | | | | | | |
| Interest rate contracts: | | | | | | | | | | | | | | | | | | | |
| Swaps hedging long-term debt | 28,283 | | | 2 | | | — | | | 27,033 | | | — | | | — | | | | | | | | | |
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| Swaps hedging AFS securities | 21,934 | | | 2 | | | — | | | 26,751 | | | — | | | — | | | | | | | | | |
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| Total | 50,217 | | | 4 | | | — | | | 53,784 | | | — | | | — | | | | | | | | | |
| Not designated as hedges: | | | | | | | | | | | | | | | | | | | |
| Client-related and other risk management: | | | | | | | | | | | | | | | | | | | |
| Interest rate contracts: | | | | | | | | | | | | | | | | | | | |
| Swaps | 185,479 | | | 437 | | | (975) | | | 185,861 | | | 516 | | | (944) | | | | | | | | | |
| Written options | 11,071 | | | 1 | | | (20) | | | 10,577 | | | 2 | | | (18) | | | | | | | | | |
| Purchased options | 6,655 | | | 15 | | | — | | | 8,558 | | | 15 | | | — | | | | | | | | | |
| Futures and forwards | 2,878 | | | 1 | | | (4) | | | 2,636 | | | 2 | | | (14) | | | | | | | | | |
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| Foreign exchange contracts: | | | | | | | | | | | | | | | | | | | |
| Swaps | 15,698 | | | 434 | | | (368) | | | 13,647 | | | 450 | | | (382) | | | | | | | | | |
| Futures and forwards | 27,798 | | | 368 | | | (341) | | | 27,008 | | | 338 | | | (335) | | | | | | | | | |
| Other | 3,190 | | | 37 | | | (34) | | | 2,820 | | | 35 | | | (33) | | | | | | | | | |
| Equity contracts: | | | | | | | | | | | | | | | | | | | |
| Written options | 27,132 | | | 18 | | | (1,933) | | | 26,600 | | | 12 | | | (2,278) | | | | | | | | | |
| Purchased options | 13,623 | | | 1,146 | | | (145) | | | 12,485 | | | 1,358 | | | (121) | | | | | | | | | |
| Other | 2,314 | | | 44 | | | (50) | | | 1,386 | | | 11 | | | (59) | | | | | | | | | |
| Commodity contracts | 11,429 | | | 649 | | | (632) | | | 8,340 | | | 322 | | | (302) | | | | | | | | | |
| Credit contracts: | | | | | | | | | | | | | | | | | | | |
| Credit default swaps | 1,934 | | | 2 | | | (6) | | | 900 | | | — | | | — | | | | | | | | | |
| Total return swaps | 1,960 | | | 53 | | | — | | | 1,835 | | | 31 | | | (7) | | | | | | | | | |
| Risk participation agreements | 9,268 | | | — | | | (2) | | | 8,863 | | | — | | | (2) | | | | | | | | | |
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| Total | 320,429 | | | 3,205 | | | (4,510) | | | 311,516 | | | 3,092 | | | (4,495) | | | | | | | | | |
| MSRs and mortgage banking: | | | | | | | | | | | | | | | | | | | |
| Interest rate contracts: | | | | | | | | | | | | | | | | | | | |
| Swaps | 13,626 | | | 1 | | | — | | | 11,035 | | | — | | | — | | | | | | | | | |
| Written options | 1,018 | | | 12 | | | — | | | 1,288 | | | 14 | | | — | | | | | | | | | |
| Purchased options | 9,067 | | | 13 | | | (88) | | | 10,465 | | | 10 | | | (118) | | | | | | | | | |
| Interest rate lock commitments | 1,947 | | | 7 | | | (29) | | | 960 | | | 4 | | | (2) | | | | | | | | | |
When issued securities, forward rate agreements, forward commitments, and futures | 8,756 | | | 26 | | | (5) | | | 7,807 | | | 2 | | | — | | | | | | | | | |
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| Total | 34,414 | | | 59 | | | (122) | | | 31,555 | | | 30 | | | (120) | | | | | | | | | |
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| Total derivatives not designated as hedges | 354,843 | | | 3,264 | | | (4,632) | | | 343,071 | | | 3,122 | | | (4,615) | | | | | | | | | |
| Total derivatives | $ | 494,842 | | | 3,272 | | | (4,632) | | | $ | 493,990 | | | 3,122 | | | (4,615) | | | | | | | | | |
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Amounts subject to master netting arrangements and exchange traded derivatives | | | (1,732) | | | 1,732 | | | | | (1,585) | | | 1,585 | | | | | | | | | |
Cash collateral (received) posted for amounts subject to master netting arrangements | | | (174) | | | 1,009 | | | | | (194) | | | 1,233 | | | | | | | | | |
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Net amount in the Consolidated Balance Sheets | | | $ | 1,366 | | | $ | (1,891) | | | | | $ | 1,343 | | | $ | (1,797) | | | | | | | | | |
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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. GAAP does not permit netting of non-cash collateral balances in the Consolidated Balance Sheets. Refer to “Note 2. Securities Financing Activities“ for information about the Company's securities financing transactions subject to master netting (or similar) arrangements.
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March 31, 2026 (Dollars in millions) | Gross Amount | | Amount Offset | | Net Amount in Consolidated Balance Sheets | | Held/Pledged Financial Instruments(1) | | Net Amount |
| Derivative assets: | | | | | | | | | |
| Derivatives subject to master netting arrangement or similar arrangement | $ | 2,129 | | | $ | (1,330) | | | $ | 799 | | | $ | — | | | $ | 799 | |
| Derivatives not subject to master netting arrangement or similar arrangement | 157 | | | — | | | 157 | | | — | | | 157 | |
| Exchange traded derivatives | 986 | | | (576) | | | 410 | | | — | | | 410 | |
| Total derivative assets | $ | 3,272 | | | $ | (1,906) | | | $ | 1,366 | | | $ | — | | | $ | 1,366 | |
| Derivative liabilities: | | | | | | | | | |
| Derivatives subject to master netting arrangement or similar arrangement | $ | (3,183) | | | $ | 2,163 | | | $ | (1,020) | | | $ | 44 | | | $ | (976) | |
| Derivatives not subject to master netting arrangement or similar arrangement | (867) | | | — | | | (867) | | | — | | | (867) | |
| Exchange traded derivatives | (582) | | | 578 | | | (4) | | | — | | | (4) | |
| Total derivative liabilities | $ | (4,632) | | | $ | 2,741 | | | $ | (1,891) | | | $ | 44 | | | $ | (1,847) | |
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December 31, 2025 (Dollars in millions) | Gross Amount | | Amount Offset | | Net Amount in Consolidated Balance Sheets | | Held/Pledged Financial Instruments(1) | | Net Amount |
| Derivative assets: | | | | | | | | | |
| Derivatives subject to master netting arrangement or similar arrangement | $ | 1,836 | | | $ | (1,157) | | | $ | 679 | | | $ | — | | | $ | 679 | |
| Derivatives not subject to master netting arrangement or similar arrangement | 129 | | | — | | | 129 | | | — | | | 129 | |
| Exchange traded derivatives | 1,157 | | | (622) | | | 535 | | | — | | | 535 | |
| Total derivative assets | $ | 3,122 | | | $ | (1,779) | | | $ | 1,343 | | | $ | — | | | $ | 1,343 | |
| Derivative liabilities: | | | | | | | | | |
| Derivatives subject to master netting arrangement or similar arrangement | $ | (3,171) | | | $ | 2,196 | | | $ | (975) | | | $ | 77 | | | $ | (898) | |
| Derivatives not subject to master netting arrangement or similar arrangement | (821) | | | — | | | (821) | | | — | | | (821) | |
| Exchange traded derivatives | (623) | | | 622 | | | (1) | | | — | | | (1) | |
| Total derivative liabilities | $ | (4,615) | | | $ | 2,818 | | | $ | (1,797) | | | $ | 77 | | | $ | (1,720) | |
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(1)The fair value of held/pledged financial instruments is limited to the carrying amount of the associated derivative asset or liability.
The following table presents the carrying amount of hedged items in fair value hedging relationships:
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| | March 31, 2026 | | December 31, 2025 |
| | Carrying Amount of the Hedged Assets and Liabilities(1) | | Cumulative basis adjustment increasing (decreasing) the carrying amount | | Carrying Amount of the Hedged Assets and Liabilities(1) | | Cumulative basis adjustment increasing (decreasing) the carrying amount |
| (Dollars in millions) | | | Items Currently Designated | | Discontinued Hedges | | | Items Currently Designated | | Discontinued Hedges |
AFS securities(2) | | $ | 36,952 | | | $ | 24 | | | $ | (28) | | | $ | 38,608 | | | $ | 104 | | | $ | 13 | |
| Loans and leases | | 175 | | | — | | | 3 | | | 179 | | | — | | | 3 | |
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| Long-term debt | | 29,121 | | | (91) | | | (333) | | | 28,194 | | | 70 | | | (375) | |
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(1)Carrying value shown represents amortized cost.
(2)As of March 31, 2026, closed portfolios of securities hedged under the portfolio layer method had an amortized cost of $18.0 billion, of which $12.6 billion was designated as the hedged item. As of December 31, 2025, closed portfolios of securities hedged under the portfolio layer method had an amortized cost of $27.4 billion, of which $16.4 billion was designated as the hedged item. 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 and hedges not designated under the portfolio-layer method.
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 the impact on NII related to fair value hedges:
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| | | Three Months Ended March 31, | |
| (Dollars in millions) | | | | | 2026 | | 2025 | | | |
Investment securities: | | | | | | | | | | |
Amounts related to settlements(1) | | | | | $ | 15 | | | $ | 79 | | | | |
| Recognized on derivatives | | | | | 121 | | | (392) | | | | |
Recognized on hedged items | | | | | (121) | | | 393 | | | | |
Interest income gain (loss) recognized(2) | | | | | 15 | | | 80 | | | | |
| Loans and leases: | | | | | | | | | | |
Amounts related to settlements(1) | | | | | — | | | (1) | | | | |
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Long-term debt: | | | | | | | | | | |
Amounts related to settlements(1) | | | | | (27) | | | (64) | | | | |
| Recognized on derivatives | | | | | (173) | | | 152 | | | | |
Recognized on hedged items | | | | | 172 | | | (153) | | | | |
| Interest expense gain (loss) recognized | | | | | (28) | | | (65) | | | | |
Net interest income gain (loss) recognized, total | | | | | $ | (13) | | | $ | 14 | | | | |
(1)Includes amounts related to active and terminated hedges. Prior period balances have been conformed to current period presentation.
(2)Includes income recognized from securities with terminated hedges that were reclassified to HTM of $8 million and $9 million for the three months ended March 31, 2026, and 2025, respectively. The income recognized was offset by the amortization of the fair value mark. Refer to “Note 3. Investment Securities” for additional information on the hedge basis adjustment.
The following table summarizes amounts related to cash flow hedges, which consist of interest rate contracts:
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| | | Three Months Ended March 31, |
| (Dollars in millions) | | | | | 2026 | | 2025 | | |
| Pre-tax gain (loss) recognized in OCI: | | | | | | | | | |
| Commercial loans | | | | | $ | (560) | | | 469 | | | |
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| Pre-tax gain (loss) reclassified from AOCI into interest income: | | | | | | | | | |
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| Commercial loans | | | | | (37) | | | (93) | | | |
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Truist Financial Corporation 39
The following table presents information about the Company’s cash flow and fair value hedges:
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| (Dollars in millions) | | Mar 31, 2026 | | Dec 31, 2025 | | |
| Cash flow hedges: | | | | | | |
| Net unrecognized after-tax gain (loss) on active hedges recorded in AOCI | | $ | (440) | | | $ | (42) | | | |
Net unrecognized after-tax gain (loss) on terminated hedges recorded in AOCI (to be recognized in earnings through 2030) | | (132) | | | (131) | | | |
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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 | | 4 years | | 5 years | | |
| Fair value hedges: | | | | | | |
Unrecognized pre-tax net gain (loss) on terminated hedges(1) | | $ | 19 | | | $ | (56) | | | |
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(1)Includes deferred gains that are recorded in AOCI as a result of the reclassification to HTM of previously hedged securities of $327 million at March 31, 2026 and $335 million at December 31, 2025.
Of the after-tax net loss on active and terminated cash flow hedges in OCI as of March 31, 2026, losses of $233 million after-tax are expected to be reclassified into earnings in the next 12 months.
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 and for purposes of facilitating client trades.
The following table presents pre-tax gains (losses) recognized in income for derivative instruments not designated as hedges:
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| | | | Three Months Ended March 31, |
| (Dollars in millions) | Income Statement Location | | | | | 2026 | | 2025 | | |
| Client-related and other risk management: | | | | | | | | | |
| Interest rate contracts | Investment banking and trading income and other income | | | | | $ | 33 | | | $ | 11 | | | |
| Foreign exchange contracts | Investment banking and trading income and other income | | | | | 66 | | | (49) | | | |
| Equity contracts | Investment banking and trading income, other income, and personnel expense | | | | | 38 | | | 53 | | | |
| Credit contracts | Investment banking and trading income and other income | | | | | 15 | | | 14 | | | |
| Commodity contracts | Investment banking and trading income | | | | | 4 | | | 3 | | | |
| MSRs and mortgage banking: | | | | | | | | | | |
| Interest rate contracts | Mortgage banking income | | | | | 11 | | | 37 | | | |
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| Total | | | | | | $ | 167 | | | $ | 69 | | | |
40 Truist Financial Corporation
Credit Derivative Instruments
As part of the Company’s investment banking and capital markets business, the Company enters into contracts that are, in form or substance, written guarantees; specifically, risk participation agreements and TRS. The Company also seeks to economically transfer certain credit risks by entering into 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 clients 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, 2026, the remaining terms on these risk participations ranged from less than one year to nine 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. Refer to “Note 12. Commitments and Contingencies” for additional information on the Company’s TRS contracts.
The Company’s credit default swaps economically hedge credit risk associated with certain loans and leases.
The following table presents additional information related to interest rate derivative risk participation agreements and total return swaps:
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| (Dollars in millions) | Mar 31, 2026 | | Dec 31, 2025 |
| Risk participation agreements: | | | |
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Maximum potential amount of exposure | $ | 454 | | | $ | 554 | |
| Total return swaps: | | | |
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| Cash received for variation margin | 53 | | | 31 | |
| Cash and other collateral received for initial margin | 517 | | | 471 | |
Truist Financial Corporation 41
NOTE 15. Computation of EPS
Basic and diluted EPS calculations are presented in the following table:
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| | | | Three Months Ended March 31, |
| (Dollars in millions, except per share data, shares in thousands) | | | | | 2026 | | 2025 | | |
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Net income available to common shareholders | | | | | $ | 1,377 | | | $ | 1,157 | | | |
| Weighted average number of common shares | | | | | 1,248,628 | | | 1,307,457 | | | |
Effect of dilutive outstanding equity-based awards | | | | | 17,944 | | | 16,882 | | | |
| Weighted average number of diluted common shares | | | | | 1,266,572 | | | 1,324,339 | | | |
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| Basic EPS | | | | | $ | 1.10 | | | $ | 0.88 | | | |
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| Diluted EPS | | | | | 1.09 | | | 0.87 | | | |
| Anti-dilutive awards | | | | | — | | | — | | | |
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42 Truist Financial Corporation
NOTE 16. Operating Segments
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. The Chairman and CEO is the Truist CODM. The CODM regularly reviews segment net income and its significant components in comparison to expected results as part of evaluating segment performance and optimizing resource allocation. In this regular review, segment net income typically excludes amortization of intangibles and goodwill impairment which are separately presented in the table below, as applicable.
Consumer and Small Business Banking
CSBB serves retail, premier, and small business clients, providing checking, money market, savings, time and other deposits, payment services, and lending solutions through digital banking, an extensive network of community banking branches, ATMs, virtual service centers, and other channels. Lending solutions include credit cards, personal and unsecured loans originated through the branch network and digital channels; national 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, outdoor power equipment, and home improvement; and real estate lending providing residential mortgages through retail, direct, and correspondent channels, and home equity loans delivered through the branch network.
Wholesale Banking
WB provides a comprehensive set of products, solutions, and advisory services to commercial, corporate, institutional, and wealth clients. Banking expertise and product capabilities are delivered through a combination of regional coverage across the Truist footprint and national industry coverage for real estate, investment banking, and capital markets clients. WB works with clients to meet their core banking needs, including traditional and specialized credit solutions and commercial payments to manage deposits, liquidity, payables, and receivables. Through investment banking capabilities, clients have full access to strategic advisory services, debt and equity capital markets, leveraged finance, and securitizations, with distribution channels and market making across both fixed income and equity markets. WB also invests in certain affordable housing, New Market Tax Credit, and renewable energy tax credit investments. Refer to “Note 12. Commitments and Contingencies” for additional information on these investments. The wealth business delivers asset management, trust, brokerage, and investment management, as well as specialized commercial products, while aligning closely with regional and industry banking coverage.
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 bank-owned real estate assets, as well as the Company’s functional activities such as finance, enterprise risk, legal, and enterprise technology, data, and operations, among others. Additionally, OT&C houses intersegment eliminations, including intersegment net referral fees and residual interest rate risk.
Truist promotes revenue growth by bringing the full breadth and depth of Truist’s products and services to meet clients’ financial needs. The objective is to deepen client relationships and deliver 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 Truist’s 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 other financial institutions. 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 GAAP creates certain differences, which are reflected as residuals in OT&C. Business segment reporting conventions include 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.
Truist Financial Corporation 43
In the first quarter of 2026, the Company’s net intersegment interest income and expense methodology was enhanced to reflect a change to funds transfer pricing. Prior period results were revised to conform to the current allocation methodology. As a result of this methodology change, CSBB net interest income decreased $29 million for the three months ended March 31, 2025, with an offsetting increase in OT&C net interest income. For the same reason, WB net interest income decreased $97 million for the three months ended March 31, 2025, with an offsetting increase in OT&C net interest income.
Noninterest income includes inter-segment referral fees, as well as federal and state tax credits that are grossed up for the WB segment on a pre-tax equivalent basis, related primarily to certain community development investments with the offset 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.) with the offset 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.
44 Truist Financial Corporation
The following table presents results by segment:
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Three Months Ended March 31, (Dollars in millions) | CSBB | | WB | | | | OT&C(1) | | Total | | | | | | | | | | |
| 2026 | | 2025 | | 2026 | | 2025 | | | | | | 2026 | | 2025 | | 2026 | | 2025 | | | | | | | | | | |
| Net interest income (expense) | $ | 1,605 | | | $ | 1,435 | | | $ | 1,922 | | | $ | 1,883 | | | | | | | $ | 72 | | | $ | 189 | | | $ | 3,599 | | | $ | 3,507 | | | | | | | | | | | |
| Net intersegment interest income (expense) | 891 | | | 813 | | | (416) | | | (381) | | | | | | | (475) | | | (432) | | | — | | | — | | | | | | | | | | | |
| Segment net interest income (expense) | 2,496 | | | 2,248 | | | 1,506 | | | 1,502 | | | | | | | (403) | | | (243) | | | 3,599 | | | 3,507 | | | | | | | | | | | |
| Allocated provision for credit losses | 374 | | | 327 | | | 105 | | | 132 | | | | | | | — | | | (1) | | | 479 | | | 458 | | | | | | | | | | | |
| Noninterest income | 529 | | | 503 | | | 1,068 | | | 947 | | | | | | | (44) | | | (58) | | | 1,553 | | | 1,392 | | | | | | | | | | | |
| Personnel expense | 433 | | | 434 | | | 612 | | | 557 | | | | | | | 682 | | | 613 | | | 1,727 | | | 1,604 | | | | | | | | | | | |
| Amortization of intangibles | 34 | | | 39 | | | 30 | | | 36 | | | | | | | — | | | — | | | 64 | | | 75 | | | | | | | | | | | |
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Other direct noninterest expense(2) | 293 | | | 287 | | | 187 | | | 193 | | | | | | | 712 | | | 747 | | | 1,192 | | | 1,227 | | | | | | | | | | | |
| Total direct noninterest expense | 760 | | | 760 | | | 829 | | | 786 | | | | | | | 1,394 | | | 1,360 | | | 2,983 | | | 2,906 | | | | | | | | | | | |
| Expense Allocations | 920 | | | 903 | | | 521 | | | 517 | | | | | | | (1,441) | | | (1,420) | | | — | | | — | | | | | | | | | | | |
| Total noninterest expense | 1,680 | | | 1,663 | | | 1,350 | | | 1,303 | | | | | | | (47) | | | (60) | | | 2,983 | | | 2,906 | | | | | | | | | | | |
| Income (loss) before income taxes from continuing operations | 971 | | | 761 | | | 1,119 | | | 1,014 | | | | | | | (400) | | | (240) | | | 1,690 | | | 1,535 | | | | | | | | | | | |
| Provision (benefit) for income taxes | 238 | | | 185 | | | 231 | | | 201 | | | | | | | (260) | | | (112) | | | 209 | | | 274 | | | | | | | | | | | |
| Segment net income (loss) from continuing operations | $ | 733 | | | $ | 576 | | | $ | 888 | | | $ | 813 | | | | | | | $ | (140) | | | $ | (128) | | | $ | 1,481 | | | $ | 1,261 | | | | | | | | | | | |
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Identifiable assets (period end) of continuing operations(3) | $ | 152,954 | | | $ | 147,673 | | | $ | 226,805 | | | $ | 209,019 | | | | | | | $ | 169,216 | | | $ | 179,207 | | | $ | 548,975 | | | $ | 535,899 | | | | | | | | | | | |
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(1)As described above, includes the Company’s investment securities portfolio, most long-term debt, derivative instruments used for balance sheet hedging, short-term liquidity and funding activities, balance sheet risk management, most bank-owned real estate assets, as well as functional activities such as finance, enterprise risk, legal, and enterprise technology, data, and operations. Additionally, OT&C includes intersegment eliminations, including for residual interest rate risk, intersegment net referral fees, and expense allocations. May also include financial data from business units below the quantitative and qualitative thresholds requiring disclosure.
(2)Other direct noninterest expense within the table above includes expenses for net occupancy, equipment, professional fees and outside processing, regulatory costs, and other expenses.
(3)For the purpose of presenting identifiable assets of continuing operations by segment, the majority of the ALLL resides in OT&C which is consistent with the CODM’s review of segment loan portfolios on a gross basis.
Truist Financial Corporation 45
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management’s discussion and analysis of the financial condition and operating results of Truist, which should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements in this Form 10-Q, as well as with Truist’s Annual Report on Form 10-K for the year ended December 31, 2025.
A description of certain factors that may affect our future results and risk factors is set forth in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Executive Overview
We delivered strong earnings in the first quarter of 2026, with diluted EPS increasing 25% from the first quarter of 2025, driven by disciplined execution against our strategic priorities and continued momentum across the franchise.
We continued to build new client relationships, grow in attractive markets, and generate high‑quality loan and deposit growth that is translating into improved profitability.
We also maintained strong asset quality metrics, returned capital to shareholders at an accelerated pace, and continued to invest in scalable technology to better serve our clients and operate more efficiently.
During the first quarter of 2026, we returned $1.8 billion of capital to our common shareholders through $645 million of common stock dividends and $1.1 billion in common share repurchases. As of March 31, 2026, we had $8.9 billion remaining under our $10.0 billion common share repurchase authorization.
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| Table 1: Earnings Highlights | | | |
| (Dollars in millions) | Three Months Ended March 31, | | Change | | | | | | | | |
| 2026 | | 2025 | | 2026 vs. 2025 | | | | | | | | | | |
| Net interest income | $ | 3,599 | | | $ | 3,507 | | | $ | 92 | | | | | | | | | | | |
TE adjustment(1) | 45 | | | 48 | | | (3) | | | | | | | | | | | |
Net interest income - TE(1) | 3,644 | | | 3,555 | | | 89 | | | | | | | | | | | |
| Noninterest income | 1,553 | | | 1,392 | | | 161 | | | | | | | | | | | |
| Total revenue | 5,152 | | | 4,899 | | | 253 | | | | | | | | | | | |
Total revenue - TE(1) | 5,197 | | | 4,947 | | | 250 | | | | | | | | | | | |
| Noninterest expense | 2,983 | | | 2,906 | | | 77 | | | | | | | | | | | |
Income before income taxes | 1,690 | | | 1,535 | | | 155 | | | | | | | | | | | |
Provision for income taxes | 209 | | | 274 | | | (65) | | | | | | | | | | | |
| Net income | 1,481 | | | 1,261 | | | 220 | | | | | | | | | | | |
Net income available to common shareholders | 1,377 | | | 1,157 | | | 220 | | | | | | | | | | | |
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| Diluted earnings per common share | $ | 1.09 | | | $ | 0.87 | | | $ | 0.22 | | | | | | | | | | | |
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| Common shareholders’ equity per common share | 47.60 | | | 44.85 | | | 2.75 | | | | | | | | | | | |
TBVPS(1) | 33.19 | | | 30.95 | | | 2.24 | | | | | | | | | | | |
| Return on average common shareholders’ equity | 9.3 | % | | 8.1 | % | | 120 bps | | | | | | | | | | |
ROTCE(1) | 13.8 | | | 12.3 | | | 150 bps | | | | | | | | | | |
NIM - TE(1) | 3.02 | | | 3.01 | | | 1 bp | | | | | | | | | | |
(1)Represents a non-GAAP measure. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are included in the “Non-GAAP Financial Measures” section of this report or within the table above for TE measures. NIM – TE is calculated using net interest income on a TE basis to determine the total yield on interest-earning assets.
Net income available to common shareholders was $1.4 billion for the first quarter of 2026, an increase of 19% compared to the first quarter of 2025.
Total TE revenue was up 5.1% compared to the first quarter of 2025.
•Taxable-equivalent net interest income increased $89 million, or 2.5%, compared to the first quarter of 2025, driven by fixed-rate asset repricing and loan growth, partially offset by fixed-rate liability repricing. NIM - TE was 3.02%, up one basis point compared to the first quarter of 2025.
•Noninterest income increased $161 million, or 12%, compared to the first quarter of 2025, driven by increases in investment banking and trading income, wealth management income, and mortgage banking income.
46 Truist Financial Corporation
Noninterest expense was up $77 million, or 2.6%, compared to the first quarter of 2025 primarily due to higher personnel expense, partially offset by lower professional fees and outside processing expense.
The effective tax rate was 12.4% for the three months ended March 31, 2026, compared to 17.9% for the three months ended March 31, 2025. The lower effective tax rate was driven by discrete tax benefits and tax credit activity.
Asset quality:
•Nonperforming loans and leases HFI were 0.50% of loans and leases HFI at March 31, 2026, up two basis points compared to December 31, 2025.
•Loans 90 days or more past due and still accruing totaled $760 million at March 31, 2026, up two basis points as a percentage of loans and leases HFI compared to December 31, 2025. Excluding government guaranteed loans, the ratio of loans 90 days or more past due and still accruing was 0.05% as a percentage of loans and leases HFI at March 31, 2026, flat compared to December 31, 2025.
•The ACL was $5.3 billion and included $5.0 billion for the ALLL and $309 million for the reserve for unfunded commitments. The ALLL as a percentage of loans and leases HFI was 1.53%, flat compared to December 31, 2025.
•The provision for credit losses was $479 million compared to $458 million for the first quarter of 2025.
•NCOs as a percentage of loans and leases were 61 basis points, up one basis point compared to the first quarter of 2025.
Capital and liquidity:
•Truist’s preliminary CET1 ratio was 10.8% as of March 31, 2026, flat compared to December 31, 2025 as capital returned to shareholders was largely offset by current quarter earnings.
•Truist declared common dividends of $0.52 per share during the first quarter of 2026 and repurchased $1.1 billion of common stock. For the first quarter of 2026, the dividend payout ratio was 47%, and the total payout ratio was 129%.
•Truist’s average consolidated LCR was 110% for the three months ended March 31, 2026, relative to the regulatory minimum of 100%.
Truist Financial Corporation 47
Analysis of Results of Operations
Net Interest Income and NIM - TE
Taxable-equivalent net interest income increased $89 million, or 2.5%, compared to the first quarter of 2025, driven by fixed-rate asset repricing and loan growth, partially offset by fixed-rate liability repricing. NIM - TE was 3.02%, up one basis point compared to the first quarter of 2025. Amounts presented on a TE basis represent a non-GAAP measure. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are included within the “Executive Overview” section of this report. NIM – TE is calculated using net interest income on a TE basis to determine the total yield on interest-earning assets.
•Average earning assets increased $10.1 billion, or 2.1%, primarily due to an increase in average total loans of $21.4 billion, or 7.0%, partially offset by a decline in average securities of $7.9 billion, or 6.4%, and average other earning assets (primarily cash at the Federal Reserve) of $3.5 billion, or 9.1%.
•The yield on the average total loan portfolio was 5.71%, down 26 basis points. The yield on the average securities portfolio was 2.93%, down 23 basis points.
•Average deposits increased $6.7 billion, or 1.7%, average short-term borrowings increased $337 million, or 1.1%, and average long-term debt increased $4.7 billion, or 15%.
•The average cost of total deposits was 1.55%, down 24 basis points. The average cost of short-term borrowings was 3.78%, down 71 basis points. The average cost of long-term debt was 4.80%, down 25 basis points.
The major components of net interest income - TE 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 2: Taxable-Equivalent Net Interest Income and Rate / Volume Analysis |
Three Months Ended March 31, (Dollars in millions) | Average Balances(1) | | Annualized Yield/Rate(2) | | Income/Expense(2) | | Incr. (Decr.) | | Change due to |
| 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | | | Rate | | Volume |
| Assets | | | | | | | | | | | | | | | | | |
| AFS and HTM securities at amortized cost: | | | | | | | | | | | | | | | | | |
| U.S. Treasury | $ | 13,138 | | | $ | 14,867 | | | 4.48 | % | | 5.19 | % | | $ | 145 | | | $ | 191 | | | $ | (46) | | | $ | (25) | | | $ | (21) | |
| GSE | 474 | | | 462 | | | 3.98 | | | 3.75 | | | 5 | | | 4 | | | 1 | | | 1 | | | — | |
| Agency MBS | 102,089 | | | 108,345 | | | 2.73 | | | 2.87 | | | 696 | | | 777 | | | (81) | | | (37) | | | (44) | |
| States and political subdivisions | 347 | | | 370 | | | 4.30 | | | 4.20 | | | 3 | | | 4 | | | (1) | | | — | | | (1) | |
| | | | | | | | | | | | | | | | | |
| Other | 70 | | | 17 | | | 1.65 | | | 4.72 | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | |
| Total securities | 116,118 | | | 124,061 | | | 2.93 | | | 3.16 | | | 849 | | | 976 | | | (127) | | | (61) | | | (66) | |
| Interest earning trading assets | 5,807 | | | 5,628 | | | 5.09 | | | 5.72 | | | 74 | | | 80 | | | (6) | | | (8) | | | 2 | |
Other earning assets(3) | 35,457 | | | 38,997 | | | 3.77 | | | 4.53 | | | 333 | | | 441 | | | (108) | | | (70) | | | (38) | |
| Loans and leases, net of unearned income: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Commercial and industrial | 166,636 | | | 155,214 | | | 5.30 | | | 5.70 | | | 2,179 | | | 2,184 | | | (5) | | | (160) | | | 155 | |
| CRE | 24,165 | | | 19,832 | | | 5.64 | | | 6.12 | | | 339 | | | 302 | | | 37 | | | (25) | | | 62 | |
| Commercial Construction | 7,845 | | | 8,734 | | | 6.21 | | | 6.84 | | | 117 | | | 145 | | | (28) | | | (13) | | | (15) | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Residential mortgage | 56,458 | | | 55,658 | | | 4.13 | | | 4.04 | | | 582 | | | 562 | | | 20 | | | 12 | | | 8 | |
| Home equity | 9,666 | | | 9,569 | | | 6.99 | | | 7.48 | | | 167 | | | 177 | | | (10) | | | (12) | | | 2 | |
| Indirect auto | 25,342 | | | 23,248 | | | 7.08 | | | 7.19 | | | 443 | | | 412 | | | 31 | | | (6) | | | 37 | |
| Other consumer | 32,053 | | | 29,291 | | | 8.38 | | | 8.33 | | | 662 | | | 602 | | | 60 | | | 4 | | | 56 | |
| | | | | | | | | | | | | | | | | |
| Credit card | 4,857 | | | 4,849 | | | 10.79 | | | 11.60 | | | 129 | | | 138 | | | (9) | | | (9) | | | — | |
| | | | | | | | | | | | | | | | | |
| Total loans and leases HFI | 327,022 | | | 306,395 | | | 5.71 | | | 5.97 | | | 4,618 | | | 4,522 | | | 96 | | | (209) | | | 305 | |
| LHFS | 1,950 | | | 1,133 | | | 5.24 | | | 5.93 | | | 26 | | | 17 | | | 9 | | | (2) | | | 11 | |
| Total loans and leases | 328,972 | | | 307,528 | | | 5.71 | | | 5.97 | | | 4,644 | | | 4,539 | | | 105 | | | (211) | | | 316 | |
| Total earning assets | 486,354 | | | 476,214 | | | 4.90 | | | 5.12 | | | 5,900 | | | 6,036 | | | (136) | | | (350) | | | 214 | |
| Nonearning assets | 57,767 | | | 55,416 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Total assets | $ | 544,121 | | | $ | 531,630 | | | | | | | | | | | | | | | |
| Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | | | |
| Interest-bearing deposits: | | | | | | | | | | | | | | | | | |
| Interest-checking | $ | 120,110 | | | $ | 109,208 | | | 2.09 | | | 2.37 | | | 619 | | | 640 | | | (21) | | | (80) | | | 59 | |
| Money market and savings | 136,106 | | | 136,897 | | | 1.81 | | | 2.20 | | | 609 | | | 743 | | | (134) | | | (130) | | | (4) | |
| Time deposits | 39,337 | | | 40,204 | | | 3.06 | | | 3.56 | | | 297 | | | 353 | | | (56) | | | (49) | | | (7) | |
| | | | | | | | | | | | | | | | | |
| Total interest-bearing deposits | 295,553 | | | 286,309 | | | 2.09 | | | 2.46 | | | 1,525 | | | 1,736 | | | (211) | | | (259) | | | 48 | |
| Short-term borrowings | 30,669 | | | 30,332 | | | 3.78 | | | 4.49 | | | 286 | | | 336 | | | (50) | | | (54) | | | 4 | |
| Long-term debt | 37,141 | | | 32,418 | | | 4.80 | | | 5.05 | | | 445 | | | 409 | | | 36 | | | (21) | | | 57 | |
| Total interest-bearing liabilities | 363,363 | | | 349,059 | | | 2.51 | | | 2.88 | | | 2,256 | | | 2,481 | | | (225) | | | (334) | | | 109 | |
| Noninterest-bearing deposits | 103,371 | | | 105,895 | | | | | | | | | | | | | | | |
| Other liabilities | 12,593 | | | 12,643 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Shareholders’ equity | 64,794 | | | 64,033 | | | | | | | | | | | | | | | |
| Total liabilities and shareholders’ equity | $ | 544,121 | | | $ | 531,630 | | | | | | | | | | | | | | | |
| Average interest-rate spread | | | | | 2.39 | % | | 2.24 | % | | | | | | | | | | |
NIM/net interest income - TE(2) | | | | | 3.02 | % | | 3.01 | % | | $ | 3,644 | | | $ | 3,555 | | | $ | 89 | | | $ | (16) | | | $ | 105 | |
Less: TE adjustment | | | | | | | | | 45 | | | 48 | | | | | | | |
| Net interest income | | | | | | | | | $ | 3,599 | | | $ | 3,507 | | | | | | | |
| Memo: Total deposits | $ | 398,924 | | | $ | 392,204 | | | 1.55 | % | | 1.79 | % | | $ | 1,525 | | | $ | 1,736 | | | $ | (211) | | | | | |
(1)Represents daily average balances. Unrealized gains and losses on AFS securities are included in nonearning assets. Active hedge basis adjustments for fair value hedges are included in nonearning assets and other liabilities.
(2)Amounts related to interest income and yields are on a TE basis, which represents a non-GAAP measure, utilizing the federal income tax rate of 21% for the periods presented. Interest income includes certain fees, deferred costs, and dividends. A reconciliation of net interest income - TE to net interest income is included within the table above. NIM – TE is calculated using net interest income on a TE basis to determine the total yield on interest-earning assets. 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.
(3)Includes cash equivalents, interest-bearing deposits with banks, FHLB stock, and other earning assets.
Truist Financial Corporation 49
Noninterest Income
Noninterest income is a significant driver of Truist’s financial results. The Company has diversified its sources of revenue to reduce its 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 the components of Truist’s noninterest income:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table 3: Noninterest Income | |
| | | | | Three Months Ended March 31, | | | | Change | |
| (Dollars in millions) | | | | | | | 2026 | | 2025 | | | | 2026 vs. 2025 | | | |
| Wealth management income | | | | | | | $ | 370 | | | $ | 344 | | | | | 7.6 | % | | | |
Card and treasury management fees | | | | | | | 338 | | | 333 | | | | | 1.5 | | | | |
| Investment banking and trading income | | | | | | | 372 | | | 273 | | | | | 36.3 | | | | |
Other deposit revenue | | | | | | | 120 | | | 117 | | | | | 2.6 | | | | |
| Mortgage banking income | | | | | | | 133 | | | 108 | | | | | 23.1 | | | | |
| Lending related fees | | | | | | | 118 | | | 95 | | | | | 24.2 | | | | |
| Securities gains (losses) | | | | | | | — | | | (1) | | | | | NM | | | |
Other income | | | | | | | 102 | | | 123 | | | | | (17.1) | | | | |
| Total noninterest income | | | | | | | $ | 1,553 | | | $ | 1,392 | | | | | 11.6 | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Noninterest income was up $161 million, or 12%, compared to the first quarter of 2025.
•Investment banking and trading income increased primarily due to higher trading income and capital markets activity.
•Wealth management income increased primarily due to higher assets under management.
•Mortgage banking income increased primarily due to higher commercial and residential production revenues.
Noninterest Expense
The following table provides the components of Truist’s noninterest expense:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table 4: Noninterest Expense | |
| | | | | Three Months Ended March 31, | | | | Change | |
| (Dollars in millions) | | | | | | | 2026 | | 2025 | | | | 2026 vs. 2025 | | | |
Personnel expense | | | | | | | $ | 1,727 | | | $ | 1,604 | | | | | 7.7 | % | | | |
Professional fees and outside processing | | | | | | | 313 | | | 364 | | | | | (14.0) | | | | |
| Software expense | | | | | | | 230 | | | 230 | | | | | — | | | | |
Net occupancy expense | | | | | | | 179 | | | 168 | | | | | 6.5 | | | | |
| Equipment expense | | | | | | | 85 | | | 82 | | | | | 3.7 | | | | |
| Marketing and customer development | | | | | | | 79 | | | 75 | | | | | 5.3 | | | | |
| Amortization of intangibles | | | | | | | 64 | | | 75 | | | | | (14.7) | | | | |
| Regulatory costs | | | | | | | 68 | | | 69 | | | | | (1.4) | | | |
| | | | | | | | | | | | | | | | |
Other expense | | | | | | | 238 | | | 239 | | | | | (0.4) | | | | |
| Total noninterest expense | | | | | | | $ | 2,983 | | | $ | 2,906 | | | | | 2.6 | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Noninterest expense was up $77 million, or 2.6%, compared to the first quarter of 2025.
•Personnel expense increased primarily due to increased salaries, incentives, and employee benefits related to hiring.
•Professional fees and outside processing expense decreased primarily due to the completion of various projects.
50 Truist Financial Corporation
Income Taxes
The following table provides information about the effective tax rate for the first quarter of 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table 5: Effective Tax Rate |
| Three Months Ended March 31, | | Change | | | | |
| (Dollars in millions) | 2026 | | 2025 | | 2026 vs. 2025 | | | | | | | | | | |
| Income before income taxes | $ | 1,690 | | | $ | 1,535 | | | 10.1 | % | | | | | | | | | | |
| Provision for income taxes | 209 | | | 274 | | | (23.7) | | | | | | | | | | | |
| Effective tax rate | 12.4 | % | | 17.9 | % | | (550) bps | | | | | | | | | | |
| | | | | | | | | | | | | | | |
During 2026, the IRS concluded its examination of the Company’s federal income tax returns for the 2022 tax year, with no material adjustments or impact on the Company’s financial position or results of operations. The effective tax rate was 12.4% for the three months ended March 31, 2026 compared to 17.9% for the three months ended March 31, 2025. The lower effective tax rate was driven by discrete tax benefits and tax credit activity.
Segment Results
Truist operates and measures business activity across two reportable segments: Consumer and Small Business Banking (CSBB) and Wholesale Banking (WB), with functional activities included in Other, Treasury, and Corporate (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. Refer to “Note 16. Operating Segments” for additional information on the Company’s reportable segments.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table 6: Net Income from Continuing Operations by Reportable Segment |
| | Three Months Ended March 31, | | | | Change | | | | | | | | |
| (Dollars in millions) | 2026 | | 2025 | | | | 2026 vs. 2025 | | | | | | | | | | | | | | | | | | | | | | |
| Consumer and Small Business Banking | $ | 733 | | | $ | 576 | | | | | 27.3 | % | | | | | | | | | | | | | | | | | | | | | | |
| Wholesale Banking | 888 | | | 813 | | | | | 9.2 | | | | | | | | | | | | | | | | | | | | | | | |
| Other, Treasury & Corporate | (140) | | | (128) | | | | | 9.4 | | | | | | | | | | | | | | | | | | | | | | | |
| Truist Financial Corporation | $ | 1,481 | | | $ | 1,261 | | | | | 17.4 | | | | | | | | | | | | | | | | | | | | | | | |
Consumer and Small Business Banking
CSBB net income was $733 million for the first quarter of 2026, an increase of $157 million compared to the first quarter of 2025.
•Segment net interest income increased $248 million primarily driven by higher spreads on deposits.
•The allocated provision for credit losses increased $47 million reflecting increased charge-offs and an allowance build in the current quarter.
•Noninterest income increased $26 million primarily due to increases in residential mortgage income.
•Noninterest expense increased $17 million driven by higher enterprise technology, corporate risk management, and regulatory costs, partially offset by lower enterprise operations charges.
CSBB average loans and leases HFI increased $5.3 billion, or 4.1%, for the first quarter of 2026 compared to the first quarter of 2025, primarily due to higher indirect lending in the prime auto and Service Finance portfolios and increased real estate lending driven by residential mortgage and mortgage warehouse lending.
CSBB average total deposits increased $2.8 billion, or 1.3%, for the first quarter of 2026 compared to the first quarter of 2025, primarily driven by increases in money market and savings and noninterest-bearing deposits, partially offset by decreases in interest checking and time deposits.
Truist Financial Corporation 51
Wholesale Banking
WB net income was $888 million for the first quarter of 2026, an increase of $75 million compared to the first quarter of 2025.
•Segment net interest income was flat primarily due to higher deposit spreads and higher loan and deposit balances, partially offset by lower loan yields.
•The allocated provision for credit losses decreased $27 million, which reflects a higher net reserve release.
•Noninterest income increased $121 million driven by higher income from investment banking and trading activity, wealth management, and lending related fees, partially offset by decreased income from certain equity and other investments.
•Noninterest expense increased $47 million primarily due to higher revenue-related incentives.
WB average loans HFI increased $15.4 billion, or 8.6%, for the first quarter of 2026 compared to the first quarter of 2025, primarily due to increases in average commercial and industrial loan balances.
WB average total deposits increased $2.3 billion, or 1.6%, for the first quarter of 2026 compared to the first quarter of 2025, primarily due to increases in interest checking balances, partially offset by declines in average money market and savings and noninterest-bearing deposits.
Other, Treasury & Corporate
OT&C generated a net loss of $140 million in the first quarter of 2026, compared to a net loss of $128 million in the first quarter of 2025.
•OT&C net interest income decreased $160 million primarily due to a decline in interest income on cash balances and securities resulting from lower balances and yields in those portfolios as well as higher inter-segment funding costs for deposits driven by higher segment deposit balances, partially offset by funding charges primarily on loan balances to other segments.
•Noninterest income increased $14 million primarily due to an increase in tax equivalent offset activity related to tax credit investments in the WB segment.
•Noninterest expense increased $13 million primarily due to increased salaries driven by higher investments in talent in the technology and risk management functions and a loss on the early extinguishment of long-term debt, partially offset by lower professional fees and outside processing expenses.
52 Truist Financial Corporation
Analysis of Financial Condition
Investment Activities
The securities portfolio totaled $111.9 billion at March 31, 2026, compared to $112.2 billion at December 31, 2025. U.S. Treasury, GSE, and agency MBS represented 99.6% and 99.7% of the total securities portfolio at March 31, 2026 and December 31, 2025, respectively. The majority of the portfolio is agency MBS.
•The decrease in 2026 was driven by paydowns, maturities, and sales of $4.9 billion, partially offset by purchases of $4.8 billion.
•As of March 31, 2026, 40% of the investment securities portfolio at amortized cost was classified as held-to-maturity, excluding portfolio-level basis adjustments associated with certain AFS securities compared to 41% at December 31, 2025.
•As of March 31, 2026, approximately 4.3% of the securities portfolio was variable rate, excluding the impact of swaps, compared to 3.7% as of December 31, 2025.
•The effective duration of the AFS securities portfolio was 4.4 years at both March 31, 2026 and December 31, 2025, excluding the impact of swaps, or 3.2 years at March 31, 2026 and 2.9 years at December 31, 2025, including the impact of swaps. The effective duration of the HTM securities portfolio was 7.4 years at March 31, 2026, and 7.5 years at December 31, 2025.
Lending Activities
The following table presents the composition of average loans and leases:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table 7: Average Loans and Leases |
| | Three Months Ended |
| (Dollars in millions) | | Mar 31, 2026 | | Dec 31, 2025 | | Sep 30, 2025 | | Jun 30, 2025 | | Mar 31, 2025 |
| Commercial: | | | | | | | | | | |
| Commercial and industrial | | $ | 166,636 | | | $ | 163,990 | | | $ | 162,207 | | | $ | 158,491 | | | $ | 155,214 | |
| CRE | | 24,165 | | | 23,205 | | | 21,171 | | | 19,687 | | | 19,832 | |
| Commercial construction | | 7,845 | | | 8,015 | | | 8,258 | | | 8,613 | | | 8,734 | |
| | | | | | | | | | |
| Consumer: | | | | | | | | | | |
| Residential mortgage | | 56,458 | | | 57,100 | | | 57,676 | | | 56,789 | | | 55,658 | |
| Home equity | | 9,666 | | | 9,679 | | | 9,588 | | | 9,586 | | | 9,569 | |
| Indirect auto | | 25,342 | | | 25,639 | | | 24,964 | | | 24,158 | | | 23,248 | |
| Other consumer | | 32,053 | | | 32,181 | | | 31,714 | | | 30,387 | | | 29,291 | |
| | | | | | | | | | |
| Credit card | | 4,857 | | | 4,956 | | | 4,915 | | | 4,890 | | | 4,849 | |
| | | | | | | | | | |
| Total average loans and leases HFI | | $ | 327,022 | | | $ | 324,765 | | | $ | 320,493 | | | $ | 312,601 | | | $ | 306,395 | |
Average loans and leases HFI were $327.0 billion, an increase of $2.3 billion, or 0.7%, compared to the fourth quarter of 2025.
•Average commercial loans increased 1.8% primarily due to an increase in the commercial and industrial and CRE portfolios.
•Average consumer loans decreased 0.9% primarily due to a decline in the residential mortgage portfolio.
End of period loans and leases HFI were $329.2 billion, up $643 million, or 0.2% compared to December 31, 2025, primarily due to increases in the commercial and industrial and CRE portfolios, partially offset by declines in the indirect auto and residential mortgage portfolios.
At March 31, 2026 and December 31, 2025, 56% of loans and leases HFI were variable rate.
Truist Financial Corporation 53
Asset Quality
The following tables summarize asset quality information:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table 8: Asset Quality | | |
| (Dollars in millions) | Mar 31, 2026 | | Dec 31, 2025 | | Sep 30, 2025 | | Jun 30, 2025 | | Mar 31, 2025 | | |
| NPAs: | | | | | | | | | | | |
| NPLs: | | | | | | | | | | | |
| Commercial and industrial | $ | 738 | | | $ | 839 | | | $ | 800 | | | $ | 520 | | | $ | 586 | | | |
| CRE | 21 | | | 47 | | | 98 | | | 128 | | | 294 | | | |
| Commercial construction | 23 | | | 41 | | | 42 | | | 1 | | | 2 | | | |
| | | | | | | | | | | |
| Residential mortgage | 231 | | | 213 | | | 196 | | | 191 | | | 179 | | | |
| Home equity | 101 | | | 99 | | | 103 | | | 107 | | | 114 | | | |
| Indirect auto | 455 | | | 267 | | | 247 | | | 240 | | | 248 | | | |
| Other consumer | 73 | | | 71 | | | 66 | | | 64 | | | 65 | | | |
| | | | | | | | | | | |
| Total NPLs HFI | 1,642 | | | 1,577 | | | 1,552 | | | 1,251 | | | 1,488 | | | |
| Loans held for sale | 79 | | | — | | | 19 | | | 12 | | | 77 | | | |
| Total nonperforming loans and leases | 1,721 | | | 1,577 | | | 1,571 | | | 1,263 | | | 1,565 | | | |
| Foreclosed real estate | 6 | | | 3 | | | 4 | | | 4 | | | 4 | | | |
| Other foreclosed property | 58 | | | 53 | | | 54 | | | 49 | | | 49 | | | |
| Total nonperforming assets | $ | 1,785 | | | $ | 1,633 | | | $ | 1,629 | | | $ | 1,316 | | | $ | 1,618 | | | |
| Loans 90 days or more past due and still accruing: | | | | | | | | | | | |
| Commercial and industrial | $ | 4 | | | $ | 3 | | | $ | 3 | | | $ | 2 | | | $ | 5 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Residential mortgage – government guaranteed | 609 | | | 532 | | | 438 | | | 424 | | | 468 | | | |
| Residential mortgage – nonguaranteed | 39 | | | 38 | | | 41 | | | 41 | | | 62 | | | |
| Home equity | 7 | | | 7 | | | 6 | | | 6 | | | 6 | | | |
| | | | | | | | | | | |
| Other consumer | 26 | | | 28 | | | 27 | | | 24 | | | 23 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Credit card | 75 | | | 76 | | | 69 | | | 49 | | | 52 | | | |
| | | | | | | | | | | |
| Total loans 90 days or more past due and still accruing | $ | 760 | | | $ | 684 | | | $ | 584 | | | $ | 546 | | | $ | 616 | | | |
| Loans 30-89 days past due and still accruing: | | | | | | | | | | | |
| Commercial and industrial | $ | 260 | | | $ | 127 | | | $ | 73 | | | $ | 122 | | | $ | 118 | | | |
| CRE | 42 | | | 25 | | | 6 | | | 34 | | | 12 | | | |
| Commercial construction | 10 | | | 36 | | | 5 | | | 15 | | | — | | | |
| | | | | | | | | | | |
| Residential mortgage – government guaranteed | 263 | | | 329 | | | 327 | | | 330 | | | 284 | | | |
| Residential mortgage – nonguaranteed | 293 | | | 357 | | | 344 | | | 365 | | | 347 | | | |
| Home equity | 57 | | | 69 | | | 54 | | | 54 | | | 57 | | | |
| Indirect auto | 508 | | | 679 | | | 620 | | | 582 | | | 484 | | | |
| Other consumer | 240 | | | 281 | | | 241 | | | 239 | | | 246 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Credit card | 70 | | | 77 | | | 73 | | | 70 | | | 71 | | | |
| | | | | | | | | | | |
| Total loans 30-89 days past due and still accruing | $ | 1,743 | | | $ | 1,980 | | | $ | 1,743 | | | $ | 1,811 | | | $ | 1,619 | | | |
Nonperforming assets totaled $1.8 billion at March 31, 2026, up $152 million compared to December 31, 2025, primarily due to increases in the indirect auto and LHFS portfolios and partially offset by decreases in the commercial and industrial and CRE portfolios. The increase in indirect auto was driven by an enhancement to nonaccrual criteria for certain loans in that portfolio effective January 1, 2026 to prospectively include accounts in which cumulative payment extensions are at or above 12 months. Nonperforming loans and leases were 0.50% as a percentage of loans and leases, up two basis points compared to December 31, 2025.
Loans 90 days or more past due and still accruing totaled $760 million at March 31, 2026, up two basis points as a percentage of loans and leases compared to December 31, 2025. Excluding government guaranteed loans, the ratio of loans 90 days or more past due and still accruing was 0.05% as a percentage of loans and leases at March 31, 2026, flat compared to December 31, 2025.
Loans 30-89 days past due and still accruing totaled $1.7 billion at March 31, 2026, down $237 million, or seven basis points as a percentage of loans and leases, compared to December 31, 2025.
54 Truist Financial Corporation
The following tables present asset quality metrics. 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 4. 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 9: Asset Quality Ratios | | | |
| Mar 31, 2026 | | Dec 31, 2025 | | Sep 30, 2025 | | Jun 30, 2025 | | Mar 31, 2025 | | | |
NPLs as a percentage of loans and leases HFI | 0.50 | | | 0.48 | | | 0.48 | | | 0.39 | | | 0.48 | | | | |
NPLs as a percentage of total loans and leases(1) | 0.52 | | | 0.48 | | | 0.48 | | | 0.39 | | | 0.51 | | | | |
NPAs(1) as a percentage of total assets | 0.33 | | | 0.30 | | | 0.30 | | | 0.24 | | | 0.30 | | | | |
| Nonperforming assets as a percentage of loans and leases plus foreclosed property | 0.52 | | | 0.50 | | | 0.50 | | | 0.41 | | | 0.50 | | | | |
| | | | | | | | | | | | |
Loans 90 days or more past due and still accruing as a percentage of loans and leases HFI | 0.23 | | | 0.21 | | | 0.18 | | | 0.17 | | | 0.20 | | | | |
Loans 90 days or more past due and still accruing as a percentage of loans and leases, excluding government guaranteed loans(2) | 0.05 | | | 0.05 | | | 0.05 | | | 0.04 | | | 0.05 | | | | |
Loans 30-89 days past due and still accruing as a percentage of loans and leases HFI | 0.53 | | | 0.60 | | | 0.54 | | | 0.57 | | | 0.52 | | | | |
ALLL as a percentage of loans and leases | 1.53 | | | 1.53 | | | 1.54 | | | 1.54 | | | 1.58 | | | | |
Ratio of ALLL to nonperforming loans and leases | 3.1x | | 3.2x | | 3.2x | | 3.9x | | 3.3x | | | |
| | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
(1)Nonperforming assets and total loans and leases include loans held for sale.
(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 on government guaranteed loans is reasonably assured.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table 10: Asset Quality Ratios | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | | | | |
| | Mar 31, 2026 | | Dec 31, 2025 | | Sep 30, 2025 | | Jun 30, 2025 | | Mar 31, 2025 | | | | | | | | | | | | | |
Net charge-offs (recoveries) as a percentage of average loans and leases: | | | | | | | | | | | | | |
| Commercial: | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial and industrial | | 0.31 | % | | 0.29 | % | | 0.19 | % | | 0.22 | % | | 0.20 | % | | | | | | | | | | | | | |
| CRE | | 0.06 | | | 0.14 | | | 0.44 | | | 0.71 | | | 1.29 | | | | | | | | | | | | | | |
| Commercial construction | | 0.84 | | | (0.04) | | | (0.03) | | | (0.02) | | | (0.02) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Consumer: | | | | | | | | | | | | | | | | | | | | | | | |
| Residential mortgage | | (0.01) | | | 0.01 | | | — | | | — | | | — | | | | | | | | | | | | | | |
| Home equity | | (0.02) | | | (0.04) | | | (0.11) | | | (0.04) | | | (0.07) | | | | | | | | | | | | | | |
| Indirect auto | | 2.14 | | | 2.10 | | | 1.99 | | | 1.63 | | | 2.26 | | | | | | | | | | | | | | |
| Other consumer | | 1.91 | | | 1.84 | | | 1.55 | | | 1.54 | | | 1.71 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Credit card | | 5.15 | | | 4.64 | | | 3.13 | | | 4.84 | | | 5.21 | | | | | | | | | | | | | | |
| Total | | 0.61 | | | 0.57 | | | 0.48 | | | 0.51 | | | 0.60 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Ratio of ALLL to net charge-offs | | 2.5x | | 2.7x | | 3.3x | | 3.1x | | 2.6x | | | | | | | | | | | | | |
Ratios are annualized.
Truist Financial Corporation 55
The following table presents activity related to NPAs:
| | | | | | | | | | | | | | | |
| Table 11: Rollforward of NPAs | |
| (Dollars in millions) | | 2026 | | 2025 | |
| Balance, January 1 | | $ | 1,633 | | | $ | 1,477 | | |
| New NPAs | | 944 | | | 890 | | |
| Advances and principal increases | | 106 | | | 90 | | |
Disposals of foreclosed assets(1) | | (150) | | | (156) | | |
Disposals of NPLs(2) | | (48) | | | (95) | | |
| Charge-offs and losses | | (357) | | | (323) | | |
| Payments | | (283) | | | (206) | | |
| Transfers to performing status | | (60) | | | (58) | | |
| Other, net | | — | | | (1) | | |
| Ending balance, March 31 | | $ | 1,785 | | | $ | 1,618 | | |
(1)Includes charge-offs and losses recorded upon sale of $76 million and $69 million for the three months ended March 31, 2026 and 2025, respectively.
(2)Includes gains, net of charge-offs and losses recorded upon sale, of $1 million and $3 million for the three months ended March 31, 2026 and 2025, respectively.
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;
•evaluating the diversity of the loan portfolio in terms of type, industry, and geographical concentration;
•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 monitors various segments of its credit portfolios to assess potential concentration risks. Management is 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 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 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. CRE 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 12: Commercial and Industrial Portfolio Industry and Geography | | | | | | | | | | | | | | | |
| March 31, 2026 | | | | December 31, 2025 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in millions) | LHFI | | % of Total | | | | | | | | NPL | | | | LHFI | | % of Total | | | | | | | | NPL | | | |
| Industry: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Finance and insurance | $ | 31,478 | | | 18.6 | % | | | | | | | | $ | 6 | | | | | $ | 30,464 | | | 18.2 | % | | | | | | | | $ | 2 | | | | |
| Manufacturing | 14,043 | | | 8.3 | | | | | | | | | 146 | | | | | 13,418 | | | 8.0 | | | | | | | | | 91 | | | | |
| Real estate and rental and leasing | 13,119 | | | 7.8 | | | | | | | | | 7 | | | | | 11,993 | | | 7.1 | | | | | | | | | 1 | | | | |
| Retail trade | 11,845 | | | 7.0 | | | | | | | | | 18 | | | | | 11,940 | | | 7.1 | | | | | | | | | 24 | | | | |
| Health care and social assistance | 11,456 | | | 6.8 | | | | | | | | | 3 | | | | | 11,779 | | | 7.0 | | | | | | | | | 67 | | | | |
| Public administration | 8,678 | | | 5.1 | | | | | | | | | — | | | | | 8,658 | | | 5.2 | | | | | | | | | 2 | | | | |
| Wholesale trade | 8,052 | | | 4.8 | | | | | | | | | 213 | | | | | 7,655 | | | 4.6 | | | | | | | | | 212 | | | | |
| Information | 7,020 | | | 4.1 | | | | | | | | | 32 | | | | | 7,523 | | | 4.5 | | | | | | | | | 158 | | | | |
| Utilities | 6,592 | | | 3.9 | | | | | | | | | — | | | | | 6,582 | | | 3.9 | | | | | | | | | — | | | | |
| Professional, scientific, and technical services | 5,454 | | | 3.2 | | | | | | | | | 5 | | | | | 5,043 | | | 3.0 | | | | | | | | | 5 | | | | |
| Educational services | 4,687 | | | 2.8 | | | | | | | | | — | | | | | 4,868 | | | 2.9 | | | | | | | | | — | | | | |
| Transportation and warehousing | 4,474 | | | 2.6 | | | | | | | | | 34 | | | | | 4,497 | | | 2.7 | | | | | | | | | 22 | | | | |
| Arts, entertainment, and recreation | 4,274 | | | 2.5 | | | | | | | | | 1 | | | | | 4,182 | | | 2.5 | | | | | | | | | 1 | | | | |
| Construction | 3,444 | | | 2.0 | | | | | | | | | 16 | | | | | 3,350 | | | 2.0 | | | | | | | | | 4 | | | | |
| Administrative and support and waste management and remediation services | 3,177 | | | 1.9 | | | | | | | | | 43 | | | | | 3,108 | | | 1.9 | | | | | | | | | 36 | | | | |
| Accommodation and food services | 2,918 | | | 1.7 | | | | | | | | | 23 | | | | | 2,990 | | | 1.8 | | | | | | | | | 24 | | | | |
Other(1) | 11,380 | | | 6.8 | | | | | | | | | 64 | | | | | 11,903 | | | 7.0 | | | | | | | | | 115 | | | | |
| Subtotal | 152,091 | | | 89.9 | | | | | | | | | 611 | | | | | 149,953 | | | 89.4 | | | | | | | | | 764 | | | | |
Business owner occupied | 17,156 | | | 10.1 | | | | | | | | | 127 | | | | | 17,855 | | | 10.6 | | | | | | | | | 75 | | | | |
| Total commercial and industrial | $ | 169,247 | | | 100.0 | % | | | | | | | | $ | 738 | | | | | $ | 167,808 | | | 100.0 | % | | | | | | | | $ | 839 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Geography: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Florida | $ | 18,718 | | | 11.1 | % | | | | | | | | $ | 34 | | | | | $ | 18,532 | | | 11.0 | % | | | | | | | | $ | 30 | | | | |
| Texas | 18,014 | | | 10.6 | | | | | | | | | 90 | | | | | 17,001 | | | 10.1 | | | | | | | | | 157 | | | | |
| New York | 12,489 | | | 7.4 | | | | | | | | | 62 | | | | | 12,719 | | | 7.6 | | | | | | | | | 70 | | | | |
| North Carolina | 11,940 | | | 7.1 | | | | | | | | | 15 | | | | | 12,154 | | | 7.2 | | | | | | | | | 11 | | | | |
| Georgia | 11,859 | | | 7.0 | | | | | | | | | 161 | | | | | 11,452 | | | 6.8 | | | | | | | | | 149 | | | | |
| California | 11,585 | | | 6.8 | | | | | | | | | 33 | | | | | 12,460 | | | 7.4 | | | | | | | | | 34 | | | | |
| Virginia | 9,659 | | | 5.7 | | | | | | | | | 3 | | | | | 9,061 | | | 5.4 | | | | | | | | | 3 | | | | |
| Maryland | 7,303 | | | 4.3 | | | | | | | | | 7 | | | | | 7,057 | | | 4.2 | | | | | | | | | 4 | | | | |
| Pennsylvania | 6,789 | | | 4.0 | | | | | | | | | 13 | | | | | 6,890 | | | 4.1 | | | | | | | | | 131 | | | | |
| Tennessee | 6,032 | | | 3.6 | | | | | | | | | 52 | | | | | 5,873 | | | 3.5 | | | | | | | | | 42 | | | | |
| New Jersey | 4,759 | | | 2.8 | | | | | | | | | 11 | | | | | 4,743 | | | 2.8 | | | | | | | | | 5 | | | | |
| Illinois | 4,172 | | | 2.5 | | | | | | | | | 12 | | | | | 3,970 | | | 2.4 | | | | | | | | | 12 | | | | |
| South Carolina | 4,155 | | | 2.5 | | | | | | | | | 2 | | | | | 4,213 | | | 2.5 | | | | | | | | | 4 | | | | |
| Ohio | 3,514 | | | 2.1 | | | | | | | | | 62 | | | | | 3,624 | | | 2.2 | | | | | | | | | — | | | | |
Other(2) | 38,259 | | | 22.5 | | | | | | | | | 181 | | | | | 38,059 | | | 22.8 | | | | | | | | | 187 | | | | |
Total commercial and industrial | $ | 169,247 | | | 100.0 | % | | | | | | | | $ | 738 | | | | | $ | 167,808 | | | 100.0 | % | | | | | | | | $ | 839 | | | | |
(1)Represents other remaining industries that are deemed to be individually insignificant.
(2)Represents other remaining states, U.S. territories, and non-U.S. loans that are deemed to be individually insignificant.
The Finance and insurance industry category includes various types of nonbank financial institutions, including asset securitization, securities-based lending, and certain REITs, which together comprise approximately 57% and 59% of Truist’s funded loans within that industry category at March 31, 2026 and December 31, 2025, respectively. Asset securitization facilities are structured to provide funding to clients based on advance rates that are applied to pools of eligible collateral that generally result in over collateralization of the funded exposures. Securities-based lending arrangements are collateralized by marketable securities that are maintained in a restricted account and monitored by Truist on a daily basis to help determine whether the value of the underlying securities collateral complies with the terms of the margin agreement established with the origination of the loan.
Truist Financial Corporation 57
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table 13: CRE Portfolio Property Type and Geography | | | | | | | | | | | | | | | |
| March 31, 2026 | | | | December 31, 2025 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in millions) | LHFI | | % of Total | | | | | | | | NPL | | | | LHFI | | % of Total | | | | | | | | NPL | | | |
| Industry: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Multifamily | $ | 8,584 | | | 35.1 | % | | | | | | | | $ | 5 | | | | | $ | 8,055 | | | 34.0 | % | | | | | | | | $ | 4 | | | | |
| Industrial | 5,481 | | | 22.4 | | | | | | | | | — | | | | | 5,521 | | | 23.3 | | | | | | | | | — | | | | |
| Retail | 4,292 | | | 17.6 | | | | | | | | | 6 | | | | | 4,244 | | | 17.9 | | | | | | | | | 5 | | | | |
| Office | 2,428 | | | 9.9 | | | | | | | | | 8 | | | | | 2,435 | | | 10.3 | | | | | | | | | 36 | | | | |
| Hotel | 1,559 | | | 6.4 | | | | | | | | | — | | | | | 1,558 | | | 6.6 | | | | | | | | | — | | | | |
Other(1) | 2,103 | | | 8.6 | | | | | | | | | 2 | | | | | 1,907 | | | 7.9 | | | | | | | | | 2 | | | | |
| Total CRE | $ | 24,447 | | | 100.0 | % | | | | | | | | $ | 21 | | | | | $ | 23,720 | | | 100.0 | % | | | | | | | | $ | 47 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Geography: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Florida | $ | 2,771 | | | 11.3 | % | | | | | | | | $ | 2 | | | | | $ | 2,668 | | | 11.2 | % | | | | | | | | $ | 2 | | | | |
| Georgia | 2,693 | | | 11.0 | | | | | | | | | 1 | | | | | 2,586 | | | 10.9 | | | | | | | | | 1 | | | | |
| Texas | 2,596 | | | 10.6 | | | | | | | | | 1 | | | | | 2,411 | | | 10.2 | | | | | | | | | 1 | | | | |
| New York | 2,286 | | | 9.4 | | | | | | | | | 5 | | | | | 2,323 | | | 9.8 | | | | | | | | | 6 | | | | |
| North Carolina | 2,244 | | | 9.2 | | | | | | | | | 2 | | | | | 2,324 | | | 9.8 | | | | | | | | | 1 | | | | |
| Pennsylvania | 1,713 | | | 7.0 | | | | | | | | | 1 | | | | | 1,566 | | | 6.6 | | | | | | | | | — | | | | |
| California | 1,629 | | | 6.7 | | | | | | | | | 2 | | | | | 1,628 | | | 6.9 | | | | | | | | | — | | | | |
| New Jersey | 1,208 | | | 4.9 | | | | | | | | | 3 | | | | | 1,118 | | | 4.7 | | | | | | | | | 3 | | | | |
| Illinois | 1,162 | | | 4.8 | | | | | | | | | — | | | | | 1,178 | | | 5.0 | | | | | | | | | 13 | | | | |
| Virginia | 1,013 | | | 4.1 | | | | | | | | | — | | | | | 1,034 | | | 4.4 | | | | | | | | | — | | | | |
| Maryland | 1,003 | | | 4.1 | | | | | | | | | 1 | | | | | 883 | | | 3.7 | | | | | | | | | 2 | | | | |
Other(2) | 4,129 | | | 16.9 | | | | | | | | | 3 | | | | | 4,001 | | | 16.8 | | | | | | | | | 18 | | | | |
| Total CRE | $ | 24,447 | | | 100.0 | % | | | | | | | | $ | 21 | | | | | $ | 23,720 | | | 100.0 | % | | | | | | | | $ | 47 | | | | |
(1)Represents other remaining property types that are deemed to be individually insignificant.
(2)Represents other remaining states, U.S. territories, and non-U.S. loans that are deemed to be individually insignificant.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table 14: Commercial Construction Portfolio Property Type and Geography | | | | | | | | | | | | | | | |
| March 31, 2026 | | | | December 31, 2025 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in millions) | LHFI | | % of Total | | | | | | | | NPL | | | | LHFI | | % of Total | | | | | | | | NPL | | | |
| Industry: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Multifamily | $ | 3,587 | | | 47.1 | % | | | | | | | | $ | — | | | | | $ | 3,871 | | | 49.7 | % | | | | | | | | $ | — | | | | |
| Industrial | 1,966 | | | 25.8 | | | | | | | | | — | | | | | 1,884 | | | 24.2 | | | | | | | | | — | | | | |
Single Family - construction to permanent | 1,141 | | | 15.0 | | | | | | | | | — | | | | | 1,070 | | | 13.7 | | | | | | | | | — | | | | |
| Office | 349 | | | 4.6 | | | | | | | | | 22 | | | | | 392 | | | 5.0 | | | | | | | | | 40 | | | | |
Single Family - acquisition and development and commercial land | 204 | | | 2.7 | | | | | | | | | 1 | | | | | 208 | | | 2.7 | | | | | | | | | — | | | | |
Other(1) | 373 | | | 4.8 | | | | | | | | | — | | | | | 358 | | | 4.7 | | | | | | | | | 1 | | | | |
| Total commercial construction | $ | 7,620 | | | 100.0 | % | | | | | | | | $ | 23 | | | | | $ | 7,783 | | | 100.0 | % | | | | | | | | $ | 41 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Geography: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Florida | $ | 1,442 | | | 18.9 | | | | | | | | | $ | — | | | | | $ | 1,453 | | | 18.7 | | | | | | | | | $ | — | | | | |
| Georgia | 1,103 | | | 14.5 | | | | | | | | | — | | | | | 1,188 | | | 15.3 | | | | | | | | | — | | | | |
| Texas | 997 | | | 13.1 | | | | | | | | | — | | | | | 1,088 | | | 14.0 | | | | | | | | | — | | | | |
| North Carolina | 699 | | | 9.2 | | | | | | | | | — | | | | | 748 | | | 9.6 | | | | | | | | | — | | | | |
| California | 479 | | | 6.3 | | | | | | | | | — | | | | | 431 | | | 5.5 | | | | | | | | | — | | | | |
Other(2) | 2,900 | | | 38.0 | | | | | | | | | 23 | | | | | 2,875 | | | 36.9 | | | | | | | | | 41 | | | | |
| Total commercial construction | $ | 7,620 | | | 100.0 | % | | | | | | | | $ | 23 | | | | | $7,783 | | 100.0 | % | | | | | | | | $ | 41 | | | | |
(1)Represents other remaining property types that are deemed to be individually insignificant.
(2)Represents other remaining states, U.S. territories, and non-U.S. loans that are deemed to be individually insignificant.
Refer to “Note 4. Loans and ACL” for additional information on the commercial portfolios, 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 15: Activity in ACL | | | |
| Three Months Ended | | | |
| (Dollars in millions) | Mar 31, 2026 | | Dec 31, 2025 | | Sep 30, 2025 | | Jun 30, 2025 | | Mar 31, 2025 | | | | | | | |
| Balance, beginning of period | $ | 5,347 | | | $ | 5,305 | | | $ | 5,253 | | | $ | 5,166 | | | $ | 5,161 | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Provision for credit losses | 479 | | | 512 | | | 436 | | | 488 | | | 458 | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Charge-offs: | | | | | | | | | | | | | | | | |
| Commercial and industrial | (142) | | | (141) | | | (98) | | | (120) | | | (102) | | | | | | | | |
| CRE | (7) | | | (14) | | | (25) | | | (38) | | | (70) | | | | | | | | |
| Commercial construction | (17) | | | — | | | — | | | — | | | — | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Residential mortgage | (1) | | | (3) | | | (1) | | | (1) | | | (1) | | | | | | | | |
| Home equity | (3) | | | (2) | | | (2) | | | (4) | | | (2) | | | | | | | | |
| Indirect auto | (158) | | | (160) | | | (150) | | | (127) | | | (154) | | | | | | | | |
| Other consumer | (184) | | | (178) | | | (155) | | | (146) | | | (154) | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Credit card | (71) | | | (67) | | | (49) | | | (70) | | | (74) | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Total charge-offs | (583) | | | (565) | | | (480) | | | (506) | | | (557) | | | | | | | | |
| Recoveries: | | | | | | | | | | | | | | | | |
| Commercial and industrial | 16 | | | 23 | | | 20 | | | 31 | | | 24 | | | | | | | | |
| CRE | 3 | | | 6 | | | 2 | | | 3 | | | 7 | | | | | | | | |
| Commercial construction | 1 | | | 1 | | | — | | | 1 | | | — | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Residential mortgage | 2 | | | 1 | | | 2 | | | — | | | 2 | | | | | | | | |
| Home equity | 3 | | | 3 | | | 5 | | | 4 | | | 4 | | | | | | | | |
| Indirect auto | 25 | | | 24 | | | 25 | | | 28 | | | 25 | | | | | | | | |
| Other consumer | 33 | | | 28 | | | 31 | | | 31 | | | 30 | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Credit card | 9 | | | 9 | | | 10 | | | 12 | | | 11 | | | | | | | | |
| Total recoveries | 92 | | | 95 | | | 95 | | | 110 | | | 103 | | | | | | | | |
| Net charge-offs | (491) | | | (470) | | | (385) | | | (396) | | | (454) | | | | | | | | |
Other | — | | | — | | | 1 | | | (5) | | | 1 | | | | | | | | |
| Balance, end of period | $ | 5,335 | | | $ | 5,347 | | | $ | 5,305 | | | $ | 5,253 | | | $ | 5,166 | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| ACL: | | | | | | | | | | | | | | | | |
| ALLL | $ | 5,026 | | | $ | 5,030 | | | $ | 4,988 | | | $ | 4,899 | | | $ | 4,870 | | | | | | | | |
| RUFC | 309 | | | 317 | | | 317 | | | 354 | | | 296 | | | | | | | | |
| Total ACL | $ | 5,335 | | | $ | 5,347 | | | $ | 5,305 | | | $ | 5,253 | | | $ | 5,166 | | | | | | | | |
The ACL was $5.3 billion at March 31, 2026, and included $5.0 billion for the ALLL and $309 million for the RUFC. The ALLL as a percentage of loans and leases HFI at March 31, 2026 was 1.53%, flat compared to December 31, 2025. The ALLL covered nonperforming loans and leases HFI 3.1x at March 31, 2026, compared to 3.2x at December 31, 2025. For the three months ended March 31, 2026, the ALLL was 2.5x annualized net charge-offs, compared to 2.7x for the three months ended December 31, 2025.
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 16: Allocation of ALLL by Category |
| March 31, 2026 | | December 31, 2025 |
| (Dollars in millions) | Amount | | % ALLL in Each Category | | % Loans in Each Category | | Amount | | % ALLL in Each Category | | % Loans in Each Category |
| Commercial and industrial | $ | 1,384 | | | 27.6 | % | | 51.5 | % | | $ | 1,326 | | | 26.3 | % | | 51.0 | % |
| CRE | 456 | | | 9.1 | | | 7.4 | | | 476 | | | 9.5 | | | 7.2 | |
| Commercial construction | 199 | | | 4.0 | | | 2.3 | | | 246 | | | 4.9 | | | 2.4 | |
| | | | | | | | | | | |
| Residential mortgage | 198 | | | 3.9 | | | 17.1 | | | 198 | | | 3.9 | | | 17.3 | |
| Home equity | 82 | | | 1.6 | | | 2.9 | | | 84 | | | 1.7 | | | 3.0 | |
| Indirect auto | 1,036 | | | 20.6 | | | 7.6 | | | 1,036 | | | 20.6 | | | 7.8 | |
| Other consumer | 1,258 | | | 25.0 | | | 9.7 | | | 1,238 | | | 24.6 | | | 9.8 | |
| | | | | | | | | | | |
| Credit card | 413 | | | 8.2 | | | 1.5 | | | 426 | | | 8.5 | | | 1.5 | |
| Total ALLL | 5,026 | | | 100.0 | % | | 100.0 | % | | 5,030 | | | 100.0 | % | | 100.0 | % |
| RUFC | 309 | | | | | | | 317 | | | | | |
| Total ACL | $ | 5,335 | | | | | | | $ | 5,347 | | | | | |
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.
Other Assets
The components of other assets are presented in the following table:
| | | | | | | | | | | | |
| Table 17: Other Assets as of Period End | | | | |
| (Dollars in millions) | Mar 31, 2026 | | Dec 31, 2025 | |
| Tax credit and other private equity investments | $ | 10,219 | | | $ | 9,882 | | |
| Bank-owned life insurance | 8,568 | | | 8,515 | | |
| Pension assets, net | 8,005 | | | 7,920 | | |
| Accounts receivable | 2,122 | | | 1,624 | | |
| Accrued income | 1,968 | | | 2,028 | | |
| FHLB stock | 1,447 | | | 1,521 | | |
| DTA | 1,419 | | | 1,507 | | |
| Derivative assets | 1,366 | | | 1,343 | | |
| Leased assets and related assets | 1,287 | | | 1,359 | | |
| Prepaid expenses | 1,080 | | | 1,075 | | |
| ROU assets | 1,032 | | | 1,045 | | |
| | | | |
| Other | 1,157 | | | 1,151 | | |
| Total other assets | $ | 39,670 | | | $ | 38,970 | | |
| | | | |
| | | | |
| | | | |
60 Truist Financial Corporation
Funding Activities
Deposits
The following table presents average deposits:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table 18: Average Deposits |
| | Three Months Ended |
| (Dollars in millions) | | Mar 31, 2026 | | Dec 31, 2025 | | Sep 30, 2025 | | Jun 30, 2025 | | Mar 31, 2025 |
| Noninterest-bearing deposits | | $ | 103,371 | | | $ | 105,552 | | | $ | 105,751 | | | $ | 106,686 | | | $ | 105,895 | |
| Interest checking | | 120,110 | | | 112,313 | | | 109,244 | | | 116,193 | | | 109,208 | |
| Money market and savings | | 136,106 | | | 138,114 | | | 136,515 | | | 135,607 | | | 136,897 | |
| Time deposits | | 39,337 | | | 40,031 | | | 45,090 | | | 41,997 | | | 40,204 | |
| | | | | | | | | | |
| Total average deposits | | $ | 398,924 | | | $ | 396,010 | | | $ | 396,600 | | | $ | 400,483 | | | $ | 392,204 | |
Average deposits for the first quarter of 2026 were $398.9 billion, up $2.9 billion, or 0.7%, compared to the fourth quarter of 2025.
Average noninterest-bearing deposits decreased 2.1% compared to the fourth quarter of 2025 and represented 25.9% of total deposits for the first quarter of 2026 and 26.7% for the fourth quarter of 2025. Average interest checking deposits increased 6.9%. Average money market and savings accounts decreased 1.5%. Average time deposits decreased 1.7%.
End of period deposits were $404.1 billion, up $3.7 billion, or 0.9%, compared to December 31, 2025 primarily due to increases in interest checking deposits and time deposits, partially offset by a decline in money market and savings.
Truist Financial Corporation 61
Borrowings
At March 31, 2026, short-term borrowings totaled $27.4 billion, a decrease of $398 million compared to December 31, 2025.
Long-term debt provides funding and, to a lesser extent, regulatory capital, and primarily consists of senior and subordinated notes issued by the Parent Company and Truist Bank. Long-term debt totaled $41.6 billion at March 31, 2026, a decrease of $341 million compared to December 31, 2025. During the three months ended March 31, 2026, the Company had:
•Issuances of $2.5 billion of primarily fixed-to-floating rate senior notes with a weighted average interest rate of 4.37% due between January 27, 2029 and January 27, 2032 and $350 million of floating rate senior notes due March 2, 2027.
•Net redemptions of $1.6 billion of floating rate FHLB advances.
•Maturities and redemptions of $1.3 billion of senior notes.
In April 2026, the Parent Company issued $1.0 billion principal amount of fixed-to-floating rate senior notes with an interest rate of 4.68% due April 23, 2032, and $1.0 billion principal amount of fixed-to-floating rate senior notes with an interest rate of 5.28% due April 23, 2037.
Refer to “Note 8. Borrowings” for additional information on short-term borrowings and long-term debt.
Shareholders’ Equity
Total shareholders’ equity was $64.2 billion at March 31, 2026, a decrease of $1.0 billion from December 31, 2025. This decrease reflected $1.1 billion in common share repurchases, $749 million in common and preferred dividends, and a $568 million decrease in AOCI, partially offset by $1.5 billion in net income. Truist’s book value per common share at March 31, 2026, was $47.60, compared to $47.74 at December 31, 2025. Truist’s TBVPS was $33.19 at March 31, 2026, compared to $33.48 at December 31, 2025. TBVPS is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section in MD&A for a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure.
In April 2026, the Company repurchased $1.2 billion of common stock through open market repurchases.
62 Truist Financial Corporation
Risk Management
Truist seeks to maintain a comprehensive risk management framework supported by people, processes, and systems designed to identify, assess, measure, monitor, control, mitigate, govern, and report on risks arising from exposures and business activities. Truist has developed a risk taxonomy to provide for the identification, measurement, and reporting of primary risk types and classification of risk elements at Truist. Primary risk types are defined across eight categories including credit, market, liquidity, strategic, operational, technology, compliance, and financial crimes. See Item 1, “Business”, Item 1A, “Risk Factors”, and the “Risk Management” section of MD&A in Truist’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding these primary risk types.
Truist has established an enterprise risk management framework to enable the execution of strategic goals and objectives in alignment with its risk appetite.
Truist is committed to fostering a culture that prioritizes and supports the 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 influences 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 are within the Company’s risk appetite and present attractive risk-adjusted returns, while preserving asset value and capital.
Market Risk
Market risk is the risk to current or anticipated earnings, capital, or economic value arising from changes in interest rates, spreads, or prices of financial instruments, and the corresponding impact on the composition of the balance sheet or trading and fair value positions. 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.
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 of instruments held 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);
•changing rate relationships among different yield curves affecting bank activities (basis risk);
•changing rate relationships across the spectrum of maturities (yield curve risk); and
•interest-related options inherently embedded in bank products (options risk).
The primary objectives of 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.
Market Risk - Interest Rate
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. Truist manages this interest rate risk with securities, derivatives, and broader asset liability management activities. Truist uses derivatives to hedge interest income variability of floating rate loans and to hedge valuation changes of long-term debt and investment securities.
Corporate Treasury is responsible for the management of Truist’s IRR position as part of an integrated balance sheet management strategy. The TMRO team within the RMO monitors Corporate Treasury’s execution of these responsibilities. The ALCO and the BRC approve the policies governing interest rate management and, along with the ERC, receive periodic updates. 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 quarterly.
Truist Financial Corporation 63
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 (varying results based on market rates) and static prepayment assumptions based on historical experience. Our analysis incorporates dynamic client deposit balance levels, the mix across product types, and deposit rate paid across alternate rate scenarios based on modeled changes in client and bank behavior. The use of dynamic deposit balance models results in rotation to higher cost funding products (e.g., CDs) when market rates increase and to lower cost funding products (e.g., non-maturity deposits) when market rates decrease. The use of dynamic rate paid models results in varying deposit betas based on the timing and conditions within market rate cycles.
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 client 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 Truist has experienced in prior rate cycles. However, future behavior of key factors may vary from Truist’s assumptions. NII at risk measurement assumes, when applicable, that U.S. interest rates floor at zero and Truist does not take 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, 2026 | | Dec 31, 2025 |
| Up 200bps gradual change in interest rates | (0.8) | % | | (0.9) | % |
| Up 50bps instantaneous change in interest rates | (0.2) | | | (0.1) | |
Down 50bps instantaneous change in interest rates | (0.1) | | | (0.2) | |
Down 200bps gradual change in interest rates | (0.4) | | | (0.3) | |
Truist performs and monitors sensitivity tests of 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’s views on key risks. The results of key assumption sensitivity tests are reported to the ALCO and the BRC at least quarterly. Key assumptions and their associated sensitivity tests are reviewed with the ALCO and the BRC at least annually.
Market Risk - 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 multi-faceted risk management approach, which includes measuring risk using VaR, stress testing, and sensitivity analysis. Risk metrics are monitored against a suite of limits at both the trading desk level and at the aggregate portfolio level.
64 Truist Financial Corporation
Truist is also subject to risk-based capital guidelines for market risk under the Market Risk Rule. The Capital Markets Risk Management team within the RMO selects, calibrates and monitors compliance with key risk indicators and other risk measures, designed to establish risk-taking parameters for the trading desks within WB. The Capital Markets Risk Committee, ERC and BRC establish policies governing trading activities and receive regular updates to support the oversight of those activities.
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. Refer to the “Critical Accounting Estimates” section in MD&A, “Note 13. Fair Value Disclosures,” and “Note 14. Derivative Financial Instruments” for discussion of valuation policies and methodologies.
Securitizations
As of March 31, 2026, 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 $160 million. Consistent with the Market Risk Rule requirements, the Company performs pre-purchase due diligence on each securitization position to identify the characteristics, including deal structure and the asset quality of the underlying assets, that materially affect valuation and performance. Securitization positions are subject to Truist’s 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, 2026.
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. 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 we use to measure and manage market risk. Other tools used to manage market risk include stress testing, scenario analysis, and stop loss limits.
Truist Financial Corporation 65
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, 2026 and 2025. Average VaR measures in the three months ended March 31, 2026 were lower compared to the three months ended March 31, 2025, due to lower risk positions.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table 20: VaR-based Measures | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2026 | | 2025 |
| (Dollars in millions) | | | | | | | | | 10-Day Holding Period | | 1-Day Holding Period | | 10-Day Holding Period | | 1-Day Holding Period |
| VaR-based Measures: | | | | | | | | | | | | | | | |
| Maximum | | | | | | | | | $ | 25 | | | $ | 7 | | | $ | 40 | | | $ | 15 | |
| Average | | | | | | | | | 13 | | | 5 | | | 20 | | | 8 | |
| Minimum | | | | | | | | | 7 | | | 3 | | | 9 | | | 4 | |
| Period-end | | | | | | | | | 13 | | | 4 | | | 26 | | | 9 | |
| VaR by Risk Class: | | | | | | | | | | | | | | | |
| Interest Rate Risk | | | | | | | | | | | 2 | | | | | 6 | |
| Credit Spread Risk | | | | | | | | | | | 2 | | | | | 7 | |
| Equity Price Risk | | | | | | | | | | | 5 | | | | | 7 | |
| Foreign Exchange Risk | | | | | | | | | | | 1 | | | | | 1 | |
| Portfolio Diversification | | | | | | | | | | | (5) | | | | | (13) | |
| Period-end | | | | | | | | | | | 4 | | | | | 9 | |
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) | | | | | 2026 | | 2025 |
| Maximum | | | | | $ | 85 | | | $ | 287 | |
| Average | | | | | 39 | | | 181 | |
| Minimum | | | | | 13 | | | 71 | |
| Period-end | | | | | 33 | | | 229 | |
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.
66 Truist Financial Corporation
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 was one Company-wide VaR backtesting exception during the twelve months ended March 31, 2026. The backtesting exception was driven by tariff-related market volatility. 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 reviewed in the context of VaR model use and performance. There was no change in the capital multiplication factor over the preceding twelve months.

Model Risk Oversight
The MRO is responsible for the independent model validation of all decision models, including trading market risk models. As part of ongoing monitoring efforts, the performance of all trading risk models is reviewed regularly to evaluate model performance with emerging developments in financial markets, assess evolving modeling approaches, and identify potential model enhancements.
Stress Testing
The Company uses a 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 (i.e., interest rate risk, equity risk, foreign exchange rate risk, credit spread risk, and commodity price risk) are included in the Company’s stress testing framework. Management reviews stress testing scenarios and makes updates on an ongoing basis. Management also utilizes stress analyses to support the Company’s capital adequacy assessment standards. Refer to the “Capital” section in MD&A for additional discussion of capital adequacy.
Truist Financial Corporation 67
Liquidity
Liquidity is the ability to fund increases in assets and meet obligations as they come due, all without incurring unacceptable costs. In addition to the level of liquid assets, such as cash, cash equivalents, and highly liquid unencumbered 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 has a liquidity risk management process designed to identify, measure, and monitor key liquidity risks to assess whether Truist is operating within its liquidity risk appetite. The liquidity risk appetite is outlined using a qualitative statement and more granular detailed risk appetite statements aligned to Truist’s risk taxonomy. Risk statements form the basis for aligning risk appetite with risk management goals and strategy. Using the risk appetite statements, key risk indicators are developed that represent quantitative metrics which measure current risk exposure relative to Truist’s risk appetite, which help the Board oversee and management monitor liquidity risk-taking activity. Truist’s key risk indicators are designed to support the following objectives:
•maintain (i) a diversified, but client deposit centric, funding base, (ii) a level of liquid, readily monetized assets sufficient to satisfy business as usual and stressed cash flow needs across multiple liquidity horizons, and (iii) an appropriate level of contingent funding to meet any unexpected needs;
•limit concentration risk from individual, correlated counterparties, and funding concentrations in tenors that may negatively impact Truist from an unforeseen idiosyncratic or market event; and
•maintain sufficient liquidity in the holding company to serve as a source of strength to its subsidiaries.
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, increased draws on unfunded commitments, and the potential need to post additional collateral for derivatives. 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 designed to meet the projected 30-day net stressed cash-flow needs. Truist’s liquidity buffer is substantially the same in composition to what qualifies as HQLA under the LCR rule. Truist periodically monetizes a representative sample of the liquidity buffer to assess operational readiness through available monetization channels.
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. On a quarterly basis, Truist conducts testing of market access for alternative sources of funds (e.g., FRB, discount window, standing repo facility, etc.) to test operational readiness. On a periodic basis, Truist conducts a tabletop test of the Contingency Funding Plan to assess reliability of the plan during liquidity stress events and to simulate the operational elements of the plan such as communications, coordination, and decision-making.
LCR, NSFR, and HQLA
The LCR rule requires that Truist and Truist Bank maintain an amount of eligible HQLA that is sufficient within the parameters of the rule to meet their 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 satisfies operational requirements of the LCR rule. Truist and Truist Bank are subject to the Category III reduced LCR requirements. For the three months ended March 31, 2026, Truist held average weighted eligible HQLA of $89.3 billion, and Truist’s average LCR was 110%, which exceeded the regulatory minimum of 100%.
The NSFR rule defines a minimum amount of stable, long-term funding that Truist and Truist Bank must maintain in relation to their asset composition and off-balance sheet activities. Truist and Truist Bank are subject to the Category III reduced NSFR requirements. At March 31, 2026, Truist was compliant with this requirement.
68 Truist Financial Corporation
Sources of Funds
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 Federal Reserve 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 Federal Reserve:
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| Table 22: Selected Liquidity Sources | | |
| (Dollars in millions) | Mar 31, 2026 | | Dec 31, 2025 |
| Unused borrowing capacity: | | | |
Federal Reserve | $ | 85,236 | | | $ | 84,160 | |
| FHLB | 24,416 | | | 23,464 | |
| Available investment securities (at fair value) | 73,326 | | | 70,150 | |
| Available secured borrowing capacity | 182,978 | | | 177,774 | |
Eligible cash at the Federal Reserve | 29,902 | | | 29,973 | |
| Total | $ | 212,880 | | | $ | 207,747 | |
At March 31, 2026, Truist Bank’s available secured borrowing capacity represented approximately 4.8 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 its operating subsidiaries. The Parent Company’s assets consist primarily of cash on deposit with Truist Bank, equity investments in subsidiaries, and advances to subsidiaries, including 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, payments on and, from time to time, potential repurchases or redemptions of a portion of an outstanding tranche of long-term debt of the Parent Company (as may be permitted by the terms of each respective series), and the redemption of preferred stock. Refer to “Note 22. Parent Company Financial Information” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2025 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 manages cash levels at the Parent Company to exceed a minimum of 12 months of projected 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 the Parent Company’s other subsidiaries, and being able to withstand sustained market disruptions that could limit access to the capital markets. At March 31, 2026, the Parent Company held cash on hand to meet these requirements.
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.
Truist Financial Corporation 69
The following table presents the credit ratings and outlooks of the Parent Company and Truist Bank as of March 31, 2026:
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| Table 23: Credit Ratings of Truist Financial Corporation and Truist Bank |
| | S&P | | Moody’s | | Fitch | | DBRS Morningstar |
| Truist Financial Corporation: | | | | | | | |
| Issuer | A- / A-2 | | Baa1 | | A / F1 | | AAL / R-1M |
| Senior unsecured | A- | | Baa1 | | A- | | AAL |
| Subordinated | BBB+ | | Baa1 | | BBB+ | | AH |
| Preferred stock | BBB- | | Baa3(hyb) | | BBB- | | AL |
| Truist Bank: | | | | | | | |
| Issuer | A / A-1 | | A3 | | A / F1 | | AA / R-1H |
| Senior unsecured | A | | A3 | | A | | AA |
| Deposits | NA | | A1 / P-1 | | A+ / F1 | | AA |
| Subordinated | A- | | A3 | | A- | | AAL |
| Ratings outlook: | | | | | | | |
| Credit trend | Stable | | Stable | | Stable | | 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; for the Parent Company to remain a source of strength for the Parent Company’s 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.
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. Truist also 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 has implemented internal stress capital ratio minimums that serve as limits which are measured under internally-developed stress testing scenarios to evaluate whether capital ratios calculated under hypothetical stress, and after the effect of alternative capital actions, are likely to remain above internal stressed minimums. Breaches of internal capital limits, or projected breaches of internal stress capital ratio minimums under hypothetical stress, result in the activation of Truist’s capital contingency plan.
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| Table 24: Capital Requirements |
| | Minimum Capital | | Well-Capitalized | | Minimum Capital Plus Stress Capital Buffer(1) | | |
| | | Truist | | Truist Bank | | |
CET1 | 4.5 | % | | NA | | 6.5 | % | | 7.0 | % | | | | |
| Tier 1 capital | 6.0 | | | 6.0 | % | | 8.0 | | | 8.5 | | | | | |
| Total capital | 8.0 | | | 10.0 | | | 10.0 | | | 10.5 | | | | | |
| Leverage ratio | 4.0 | | | NA | | 5.0 | | | NA | | | | |
| Supplementary leverage ratio | 3.0 | | | NA | | NA | | NA | | | | |
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(1)Reflects an SCB requirement of 2.5% applicable to Truist as of March 31, 2026. Truist’s SCB requirement, received in the 2025 CCAR process, is effective from October 1, 2025 to September 30, 2027.
The Parent Company’s capital ratios are presented in the following table:
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| Table 25: Capital Ratios - Truist Financial Corporation |
| (Dollars in millions) | | Mar 31, 2026 | | Dec 31, 2025 |
| Risk-based: | | (preliminary) | | |
| CET1 | | 10.8 | % | | 10.8 | % |
| Tier 1 capital | | 11.9 | | | 11.9 | |
| Total capital | | 13.7 | | | 13.8 | |
| Leverage ratio | | 9.9 | | | 10.0 | |
| Supplementary leverage ratio | | 8.3 | | | 8.3 | |
| Risk-weighted assets | | $ | 441,485 | | | $ | 443,257 | |
70 Truist Financial Corporation
Capital Contingency Plan
In the event of a realized or potential capital shortfall, Truist has a capital contingency plan that is designed to facilitate improvement of the Company’s capital position through the execution of specific contingency actions which either increase capital, decrease risk-weighted assets, or both. The plan provides a framework designed to monitor for the occurrence of these events by establishing mechanisms to detect capital contraction, including market and economic stress that could adversely impact the Company’s capital position. The plan also establishes governance protocols for activation or deactivation and decision making, lists capital contingency options and associated key information, and addresses the responsibilities of key departments.
Capital ratios remained strong compared to the regulatory requirements for well-capitalized banks. Truist’s CET1 ratio was 10.8% as of March 31, 2026, flat compared to December 31, 2025 as capital returned to shareholders was largely offset by current quarter earnings.
Truist declared common dividends of $0.52 per share during the first quarter of 2026 and repurchased $1.1 billion of common stock. For the first quarter of 2026, the dividend payout ratio was 47%, and the total payout ratio was 129%.
Share Repurchase Activity
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| Table 26: 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)(3) | | Total Number of Shares Purchased as part of Publicly Announced Plans | | Approximate Dollar Value of Shares that may yet be Purchased Under the Plans(3)(4) |
| January 1, 2026 to January 31, 2026 | 13,936 | | | $ | 50.27 | | | 13,936 | | | $ | 9,299 | |
| February 1, 2026 to February 28, 2026 | 8,215 | | | 52.77 | | | 8,215 | | | 8,866 | |
| March 1, 2026 to March 31, 2026 | — | | | — | | | — | | | 8,866 | |
| Total | 22,151 | | | $ | 51.19 | | | 22,151 | | | |
(1)Includes shares exchanged or surrendered in connection with the exercise of equity-based awards under equity-based compensation plans.
(2)Excludes commissions.
(3)Excludes excise taxes on share repurchases.
(4)In December 2025, Truist announced that the Board had authorized the repurchase of up to $10.0 billion of common stock effective immediately with no expiration date, replacing the previous repurchase authority from June 2024, as part of Truist’s overall capital distribution strategy. Repurchased shares revert to the status of authorized and unissued shares upon repurchase. The share-repurchase program enables Truist to acquire shares through open-market purchases or privately negotiated transactions, including through Rule 10b5-1 plans and other programs, at the discretion of management and on terms (including quantity, timing, and price) that management determines to be advisable. Actions in connection with the share-repurchase program will be subject to various factors, including Truist's capital and liquidity positions and related internal frameworks, accounting and regulatory considerations (including any changes to capital, liquidity, and other regulatory requirements that may be proposed or adopted by the U.S. banking agencies), Truist's financial and operational performance, alternative uses of capital, the trading price of Truist's common stock, and general market conditions. The share-repurchase program does not obligate Truist to acquire a specific dollar amount or number of shares and may be extended, modified, or discontinued at any time.
Truist Financial Corporation 71
Regulatory and Supervisory Update
We are subject to an extensive regulatory framework that affects 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, including our ability to make distributions to shareholders.
The description below summarizes updates to the regulatory and supervisory framework applicable to Truist since the filing of the Annual Report on Form 10-K for the year ended December 31, 2025. This update does not summarize all actual, proposed, or possible changes in statutes, regulations, and other laws applicable to Truist and is not intended to be a substitute for those laws. Refer to “Regulatory and Supervisory Considerations” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional disclosures.
On March 19, 2026, the FDIC, FRB, and OCC issued two joint notices of proposed rulemaking to modernize the regulatory capital framework. The proposals include (i) revisions to the existing standardized approach to calculating risk-weighted assets applicable to Category III and IV institutions and smaller banking organizations, including Truist and Truist Bank; and (ii) a new expanded risk-based approach to calculating risk-weighted assets applicable to the largest and most internationally active banking organizations (Category I and II institutions). As Category III institutions, Truist and Truist Bank would have the option under the proposals to apply the expanded risk-based approach in lieu of the revised standardized approach. The proposals would also (i) update the market risk framework applicable to banking organizations with significant trading activity; and (ii) require Category III and IV banking organizations, including Truist and Truist Bank, to recognize most elements of AOCI in their regulatory capital, subject to a five-year transition period. The timing and content of any final rules, and the potential effects of any final rules on Truist and Truist Bank, remain uncertain.
Critical Accounting Estimates
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. The preparation of financial statements in accordance with GAAP requires management to make estimates that are used in arriving at the carrying value of assets and liabilities, and amounts reported for revenues and expenses. Certain of these estimates are considered critical because they require the use of difficult, complex, or subjective judgments, which are sensitive to changes in key assumptions or inputs. The selection of different assumptions or inputs could result in material changes in Truist’s consolidated financial position or consolidated results of operations, and related disclosures. Estimates that are particularly susceptible to significant change include the ACL; fair value measurement; goodwill; income taxes; and pension and postretirement benefit obligations. Understanding Truist’s accounting policies is fundamental to understanding its 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, 2025. 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, 2025. Disclosures regarding the effects of new accounting pronouncements are included in “Note 1. Basis of Presentation” in this report, as applicable.
Goodwill
Goodwill is subject to ongoing periodic impairment testing based on the fair values of the reporting units to which the acquired goodwill relates. Refer to “Note 1. Basis of Presentation” and “Note 7. Goodwill and Other Intangible Assets” in Truist’s Annual Report on Form 10-K for the year ended December 31, 2025 for a description of management’s impairment testing approach and the Company's most recent annual quantitative test.
The estimated fair value of a reporting unit is highly sensitive to changes in management’s estimates and assumptions, including management’s financial projections, discount rate estimates, and other inputs. 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 October 1, 2025 indicated that if the discount rate increased 100 basis points, with other cash flow assumptions unchanged, the reporting unit’s fair value would be less than its carrying value, indicating a goodwill impairment under the income approach. Ultimately, adverse performance in relation to management’s projections or potential future 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, changes in the underlying makeup of the reporting unit, or changes in the risk profile of the reporting unit, which could impact whether the fair value of a reporting unit is less than its carrying value.
The Company monitored events and circumstances during the period from January 1, 2026 to March 31, 2026, 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 October 1, 2025 quantitative impairment test, and the sensitivity of the October 1, 2025 quantitative results to changes in assumptions as of March 31, 2026. 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, 2026.
72 Truist Financial Corporation
Non-GAAP Financial Measures
Tangible common equity, average tangible common equity, and related measures, including ROTCE and TBVPS, are non-GAAP measures that exclude the impact of intangible assets, net of deferred taxes, and their related amortization. These measures are useful for evaluating the performance of a business consistently, whether acquired or developed internally. Truist’s management uses these measures to assess profitability, returns relative to balance sheet risk, and shareholder value. These measures should not be considered in isolation or as a substitute for the related GAAP financial measures presented in this report and are not necessarily comparable to similar non-GAAP financial measures that may be presented by other companies. The following tables reconcile each non-GAAP financial measure to the most directly comparable GAAP financial measure.
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| Table 27: Reconciliation of ROTCE |
| | Three Months Ended March 31, |
| (Dollars in millions) | | 2026 | | 2025 | | |
| Calculation of tangible net income available to common shareholders: | | | | | | |
| Net income available to common shareholders | (a) | $ | 1,377 | | | $ | 1,157 | | | |
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| Amortization of intangibles | | 64 | | | 75 | | | |
Applicable income taxes related to amortization of intangibles(1) | | (15) | | | (18) | | | |
| Tangible net income available to common shareholders | (b) | $ | 1,426 | | | $ | 1,214 | | | |
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| Calculation of average tangible common shareholders’ equity: | | | | | | |
| Average common shareholders’ equity | (c) | $ | 59,879 | | | $ | 58,125 | | | |
| Average intangible assets | | (18,386) | | | (18,669) | | | |
Applicable deferred taxes related to intangible assets(1) | | 404 | | | 422 | | | |
| Average tangible common shareholders’ equity | (d) | $ | 41,897 | | | $ | 39,878 | | | |
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| Return on average common shareholders’ equity | (a)/(c) | 9.3 | % | | 8.1 | % | | |
| ROTCE | (b)/(d) | 13.8 | | | 12.3 | | | |
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(1)Calculated using the applicable marginal tax rate.
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| Table 28: Reconciliation of Tangible Common Equity | |
(Dollars in millions, except per share data, shares in thousands) | | March 31, 2026 | | December 31, 2025 | |
| Calculation of period end tangible common equity: | | | | | |
| Total shareholders’ equity | | $ | 64,214 | | | $ | 65,189 | | |
| Preferred stock | | (4,916) | | | (4,916) | | |
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| Common shareholders’ equity | (a) | 59,298 | | | 60,273 | | |
| Intangible assets | | (18,350) | | | (18,416) | | |
Applicable deferred taxes related to intangible assets(1) | | 403 | | | 407 | | |
| Tangible common equity | (b) | $ | 41,351 | | | $ | 42,264 | | |
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| Common shares outstanding at end of period | (c) | 1,245,879 | | | 1,262,470 | | |
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| Common shareholders’ equity per common share | (a)/(c) | $ | 47.60 | | | 47.74 | | |
| TBVPS | (b)/(c) | 33.19 | | | 33.48 | | |
(1)Calculated using the applicable marginal tax rate.
Truist Financial Corporation 73
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Refer to the “Market risk” section in MD&A, which is incorporated by reference into this item.
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.
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, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to the “Legal Proceedings and Other Legal Matters” section in “Note 12. 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, 2025. 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 MD&A, which is incorporated by reference into this item.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(c) During the three months ended March 31, 2026, 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.
74 Truist Financial Corporation
ITEM 6. EXHIBITS | | | | | | | | | | | | | | | |
| Exhibit No. | | Description | | Location |
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| 10.1 | | Form of 2026 Restricted Stock Unit Agreement (Senior Executive – 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan, as amended | | |
| 10.2 | | Form of 2026 Performance Unit Award Agreement (Senior Executive – 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan, as amended | | |
| 10.3 | | Form of 2026 LTIP Award Agreement (Senor Executive – 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan, as amended | | |
| 10.4 | | Form of 2026 Restricted Stock Unit Agreement (Senior Executive – 60/5 Retirement) for the Truist Financial Corporation 2022 Incentive Plan, as amended | | |
| 10.5 | | Form of 2026 Performance Unit Award Agreement (Senior Executive – 60/5 Retirement) for the Truist Financial Corporation 2022 Incentive Plan, as amended | | |
| 10.6 | | Form of 2026 LTIP Award Agreement (Senor Executive – 60/5 Retirement) for the Truist Financial Corporation 2022 Incentive Plan, as amended | | |
| 10.7 | | Truist Financial Corporation 2022 Incentive Plan (amended and restated as of April 28, 2026) | | |
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| 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. | | |
| 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. | | |
| 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. | | |
| | | | | |
| 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 Exhibits 101). | | Filed herewith. |
| |
| |
Truist Financial Corporation 75
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 (Registrant) |
| | | | |
| Date: | May 1, 2026 | | By: | /s/ Michael B. Maguire |
| | | | Michael B. Maguire |
| | | | Senior Executive Vice President and Chief Financial Officer |
| | | | (Principal Financial Officer) |
| | | | |
| Date: | May 1, 2026 | | By: | /s/ Cynthia B. Powell |
| | | | Cynthia B. Powell |
| | | | Executive Vice President and Corporate Controller |
| | | | (Principal Accounting Officer) |
76 Truist Financial Corporation
TRUIST FINANCIAL CORPORATION
2022 INCENTIVE PLAN
Restricted Stock Unit Agreement
(Performance-Based Vesting Component)
(Senior Executive)
| | | | | |
| Name of Participant: | [Name] |
| Grant Date: | February 23, 2026 |
| Shares: | [Number of Shares Granted] |
| Vesting Schedule: | |
| 33-1/3% | March 15, 2028 |
| 33-1/3% | March 15, 2029 |
| 33-1/3% | March 15, 2030 |
| Delivery Schedule: | On Vesting |
THIS AGREEMENT (this “Agreement”), effective as of the “Grant Date” noted above, between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”), for itself and its Affiliates (referred to both collectively and individually as the “TFC Group”), and [Name], an Employee (the “Participant”), is made pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended from time to time (the “Plan”).
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 acknowledged, THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:
1.Incorporation of Plan. The rights and duties of the TFC Group and the Participant under this Agreement will in all respects be subject to and governed by the provisions of the Plan, the terms of which also are incorporated into this Agreement by reference. If there is a conflict between this Agreement and the Plan, the Plan will govern. Unless otherwise provided, capitalized terms in this Agreement have the same definitions as set forth in the Plan.
2.Grant of Restricted Stock Units. TFC grants the Participant an award of Restricted Stock Units (the “Award”) for the number of whole shares specified above (the “Shares”) of TFC Common Stock, $5.00 par value per share (“Common Stock”). Prior to distribution of the Shares under the Award, the Award will represent an unsecured obligation of TFC, payable (if at all) only from TFC’s general assets.
3.Vesting of Award. The Award is unvested at grant. Subject to the terms of this Agreement (including Sections 4 and 5), portions of the Award will vest on the vesting dates set forth above (the “Vesting Dates”). Vesting does not mean that the participant has a non-forfeitable right to the vested portion of the Award. The terms of this Agreement, including Sections 5 and 21, continue to apply to the Award. The Administrator has sole authority to
determine whether and to what degree the Award has vested, been earned, and is payable, and to interpret the terms and conditions of this Agreement and the Plan.
4.Forfeiture of Award. Except as otherwise provided in this Section 4, if the Participant’s employment with the TFC Group terminates for any reason prior to the end of the Vesting Schedule, then the Award, to the extent not vested as of the Participant’s termination of employment date, will be forfeited immediately upon such termination, and the Participant will have no further rights with respect to the Award. The Administrator will have sole discretion to determine if a Participant’s rights have terminated, including the authority to determine the basis for the Participant’s termination of employment.
(a)Certain Terminations. Notwithstanding the preceding,
(i)Death or Disability. If the Participant’s employment with the TFC Group is terminated due to death or Disability, the Award will become fully vested upon the date of the Participant’s death or Disability without regard to the vesting schedule set forth in Section 3.
(ii)Involuntary Termination Without Cause Or With Good Reason. Except as set forth in Section 4(b)(i), if the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without “Cause” (as defined below) or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment or transition agreement that applies to the Participant, the Award will continue to vest in accordance with this Agreement subject to the passage of time; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of a release of claims in favor of the TFC Group, including covenants not to solicit employees or clients of the TFC Group on terms generally applicable to similarly-situated executives (the “Release and Covenants Agreement”), within sixty (60) days following such termination, and if the Participant declines to execute, revokes, or fails to comply with the terms of the Release and Covenants Agreement, any unvested or unpaid portion of the Award will be forfeited. A termination will be for “Cause” if the termination of the Participant’s employment by the TFC Group is on account of the Participant’s (w) conviction or plea of guilty or nolo contendere to a felony; (x) dishonesty, theft, or embezzlement; (y) failure to substantially perform the Participant’s duties, or (z) material breach of any of the Participant’s obligations under any material written agreement or covenant the Participant has entered into with the TFC Group, under any material written policy, program, or code of the TFC Group that is applicable to the Participant, or of Participant’s duties to the TFC Group. The determination of whether termination is for Cause will be made by the Administrator, and its determination will be final and conclusive.
(iii)Retirement. If the Participant’s employment with the TFC Group is terminated by the Participant due to Retirement, and the Participant has completed at least six (6) 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), the Award will continue to vest in accordance with this Agreement subject to the passage of time. “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 the TFC Group.
(b)Change of Control.
(i)Impact of a Change of Control. If the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without Cause or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment or transition agreement that applies to the Participant, in each case within two (2) years following a Change of Control, the Award will become fully vested as of the date of such termination. For purposes of this Section 4(b)(i), the phrase “termination of employment” means a Separation from Service.
(ii)For purposes of this Section 4(b), 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 the TFC Group, 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; (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 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.
5.Award Payout.
(a)Award payout will 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 on or as soon as practicable following the dates contemplated by the Delivery Schedule set forth above (the “Delivery Dates”) or as otherwise set forth in Section 4(b)(i), provided that, prior to payout, the Administrator may determine that all or any part of the Award scheduled to pay out will be cancelled or forfeited as a result of (i) a significant, negative risk outcome as a result of a corporate or individual action, (ii) TFC incurring an aggregate operating loss for TFC’s fiscal year ending in the applicable vesting period, or (iii) as otherwise permitted in this Agreement or the Plan. Notwithstanding the foregoing, TFC reserves the right to (i) suspend Award payout (to the extent permitted by Section 409A), or (ii) deliver the Award payout into an escrow account in connection with any investigation of whether any of the events that result in forfeiture under this Section 5 or Section 21 have occurred.
(b)The Award payout will be payable in whole shares of Common Stock, unless otherwise determined by the Administrator in accordance with Section 11.6 of the Plan. Fractional Shares will not be issuable, and unless the Administrator determines otherwise, will be disregarded.
6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan will confer on the Participant any right to continue in the employment or service of the TFC Group or affect in any way the right of the TFC Group 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 will terminate upon termination of the employment or service of the Participant with the TFC Group. The grant of the Award does not create any obligation on the part of the TFC Group to grant any further awards. So long as the Participant continues to be an Employee of the TFC Group, the Award will not be affected by any change in the duties or position of the Participant.
7.Nontransferability of Award and Shares. The Award, and the right to any Award payout, will not be transferable (including by sale, assignment, pledge, or hypothecation) other than by will or the laws of intestate succession, and any purported transfer will be null and void. 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, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or
indirectly solicit or recruit for employment, or encourage or support to leave employment with the TFC Group, on the Participant’s own behalf or that of any other person, any employee of the TFC Group (i) who performed work in the business unit in which the Participant last worked, (ii) with whom the Participant worked during the Participant’s employment with the TFC Group or (iii) about whom the Participant came to know confidential information as a result of employment with the TFC Group, in each case within the twelve (12) months prior to the termination of Participant’s employment and who has not thereafter ceased to be employed by the TFC Group 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 advertisements or solicitations through newspapers, trade publications, periodicals, internet database, or recruiting or employment agencies, not specifically directed at employees of the TFC Group. The Participant acknowledges that by virtue of this provision, they are likewise restricted from being solicited or recruited for employment by current or former employees of the TFC Group also bound by a similar provision, directly or indirectly and knowingly consents to that restriction. This Section does not prohibit the Participant from responding to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, internet databases, or recruiting or employment agencies, not specifically directed at employees or consultants of the TFC Group.
(b)In consideration of the grant of this Award, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s customers with whom the Participant had material contact during employment with the TFC Group, for the purpose of conducting any business with them on behalf of any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group. The Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s third-party vendors with whom the Participant had material contact during employment with the TFC Group, for the purpose of diverting their business away from the TFC Group to any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group, or otherwise disrupting the TFC Group’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 vendor or customer of the TFC Group—such as by obtaining pricing and sales information. This provision does not prohibit the Participant from accepting as a vendor or client any person or entity who responds to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, or internet databases, not specifically directed at Business Partner, vendors or customers of the TFC Group.
(c)The Participant understands and agrees that nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group prohibits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any law or privilege to the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (a “Government Agency”) regarding possible legal violations, or from making disclosures that are required by the Bank Secrecy Act or other law without disclosure to the TFC Group. Likewise,
nothing in the Plan, this Agreement, or any other agreement with policy of the TFC Group is intended to or will prevent, impede, or interfere with the Participant providing truthful testimony and information in the course of, or otherwise participating in, an investigation or proceeding conducted by a Government Agency in connection with the lawful exercise of the Government Agency’s functions. Nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group, or otherwise requires the Participant to disclose to the TFC Group any communications the Participant may have had or information the Participant may have provided to any Government Agencies regarding possible legal violations.
(d)The Participant agrees that unique and proprietary knowledge and information has been and will be possessed by, disclosed to, or developed by the Participant in the course of the Participant’s employment with the TFC Group, that the preceding provisions are reasonable and necessary to protect the TFC Group’s legitimate business interests, and that they will not unreasonably interfere with the Participant’s ability to earn a living following the Participant’s separation from the TFC Group. Finally, the Participant agrees that, in the event the Participant breaches or threatens to breach these non-solicitation provision, such breach will cause irreparable harm and injury to the TFC Group and will leave the TFC Group with no adequate remedy at law, and (i) TFC or any member of the TFC Group who employed the Participant may seek equitable relief, without the necessity of posting a bond, in addition to monetary damages and any other appropriate relief; and (ii) the TFC Group will be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this provision.
(e)The Participant and TFC agree that if 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 the TFC Group 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 the TFC Group, including any restrictive covenants contained in such agreements.
10.Governing Law. This Agreement is 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. The waiver by TFC of a breach of any provision of the Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator will 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 Section 409A and federal securities laws) or as otherwise permitted
under the Plan or this Agreement, and the Participant 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 will not be deemed to be the holder of any Shares subject to the Award and will 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 will be issued at the time of grant of the Award. Shares subject to the Award will 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 applicable Delivery Date has occurred and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights will be granted in connection with the Award, and the Award will not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan).
13.Withholding; Tax Matters; Fees.
(a)TFC or its Affiliate will report all income and prior to the delivery or transfer of Shares or any other benefit conferred under the Plan, the TFC Group or their agent will 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 the TFC Group to such authority for the account of such recipient. In accordance with procedures established by the Administrator (including 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 will 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 will 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)The TFC Group has made no warranties or representations to the Participant with respect to the tax consequences (including 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 any member of the TFC Group 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 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 to consult with the Participant’s own attorney, accountant, or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the TFC Group 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 will be paid by the Participant or other recipient. To the extent the Participant or other recipient is entitled to any cash payment from the TFC Group, the Participant 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 will 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, is vested in the Administrator, and the Administrator has 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 is final and binding on the parties hereto. Any references to the Administrator include its designee, to the extent permitted under the Plan.
15.Notices. Any and all notices under this Agreement will 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 Human Resources Information System.
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 will continue to be binding and enforceable.
17.Compliance with Laws; Restrictions on Award and Shares. 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 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 is not 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 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 will 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 will be deemed an original, but all of which together will constitute one instrument. The parties 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, any member of the TFC Group 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 any member of the TFC Group that is or becomes due and payable, and the Participant will be deemed to have consented to such
reduction; provided, however, that to the extent Section 409A is applicable, such offset will 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 has authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the TFC Group, or the financial statements of the TFC Group, 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 in the Plan or this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements or policies adopted by the TFC Group, 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 will be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator in its sole discretion as necessary or advisable to comply with applicable law or any risk management requirements or policies adopted by the TFC Group; and (ii) in the event the Administrator determines that any legislation, regulation, or formal or informal guidance requires any compensation payable under the Plan (including the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award will be deferred, reduced, eliminated, paid in a different form, or subjected to vesting or other restrictions as determined by the Administrator to be required by such legislation, regulation, 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 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 the TFC Group; or (c) otherwise as required by the Administrator or the Federal Reserve System; or (ii) the Administrator or the United States government (including any agency thereof) determines that any change to the Plan or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement or the Award will be automatically amended to incorporate such change, without further action of the Participant, and the Administrator will 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 any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects the TFC Group to any adverse tax consequences that the TFC Group is not otherwise subject to on the Grant Date because of, any current or future United States law, rule, regulation, or other authority, then this Agreement will automatically terminate effective as of the Grant Date and the Award will 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.
* * *
TRUIST FINANCIAL CORPORATION
2022 INCENTIVE PLAN
Performance Unit Award Agreement
(Senior Executive)
| | | | | |
| Name of Participant: | #ParticipantName# |
| Grant Date: | #GrantDate# |
| Shares: | #QuantityGranted# |
| Performance Period: | January 1, 2026, through December 31, 2028 |
THIS AGREEMENT (this “Agreement”), effective as of the “Grant Date” noted above, between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”), for itself and its Affiliates (referred to both collectively and individually as the “TFC Group”), and #ParticipantName#, an Employee (the “Participant”), is made pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended from time to time (the “Plan”).
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 acknowledged, THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:
1.Incorporation of Exhibit A and Plan. The rights and duties of the TFC Group and the Participant under this Agreement will in all respects be subject to and governed by the provisions of the Plan and the attached Exhibit A, the terms of which also are incorporated into this Agreement by reference. If there is a conflict between this Agreement and the Plan, the Plan will govern. Unless otherwise provided, capitalized terms in this Agreement have the same definitions as set forth in the Plan.
2.Grant of Performance Units. TFC grants the Participant an award of Performance Units (the “Award”) for the number of whole shares specified above at the Target Level of Achievement (the “Shares”) of TFC Common Stock, $5.00 par value per share (“Common Stock”) in accordance with the following provisions:
(a)Performance Period. The “Performance Period” for the Award is as set forth above.
(b)Performance Measures for Award. The pre-established Performance Measures and Levels of Achievement (each as defined in Exhibit A) applicable to the Award are set forth in Exhibit A.
3.Vesting of Award. The Award is unvested at grant. Subject to the terms of this Agreement (including Sections 2, 4, and 5), the Award will be one hundred percent (100%) vested and, to the extent any Award payout is determined by the Administrator, earned on March 15 of the year following the expiration of the Performance Period (the “Vesting Date”), provided that, prior to the Vesting Date, the Administrator may determine that all or any part of the Award
will be cancelled or forfeited as a result of (i) a significant, negative risk outcome as a result of a corporate or individual action, (ii) TFC incurring an aggregate operating loss for the Performance Period, (iii) or as otherwise permitted in this Agreement or the Plan. Vesting does not mean that the participant has a non-forfeitable right to the vested portion of the Award. The terms of this Agreement, including this Section 3 and Section 21, continue to apply to the Award. The Administrator has sole authority to determine whether and to what degree the Award has vested, been earned, and is payable, and to interpret the terms and conditions of this Agreement and the Plan.
4.Forfeiture of Award. Except as otherwise provided in this Section 4, if the Participant’s employment with the TFC Group terminates for any reason prior to the end of the Vesting Schedule, then the Award, to the extent not vested as of the Participant’s termination of employment date, will be forfeited immediately upon such termination, and the Participant will have no further rights with respect to the Award. The Administrator will have sole discretion to determine if a Participant’s rights have terminated, including the authority to determine the basis for the Participant’s termination of employment.
(a)Certain Terminations. Notwithstanding the preceding,
(i)Death or Disability. If the Participant’s employment with the TFC Group is terminated due to death or Disability, the Award will continue to be payable in accordance with this Agreement.
(ii)Involuntary Termination Without Cause, Good Reason, and Retirement. Except as set forth in Section 4(b)(i), if the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without “Cause” (as defined below) or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment or transition agreement that applies to the Participant, or due to Retirement (as defined below), the Participant’s Award for the Performance Period will continue to be payable in accordance with this Agreement; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of a release of claims in favor of the TFC Group, including covenants not to solicit employees or clients of the TFC Group on terms generally applicable to similarly-situated executives (the “Release and Covenants Agreement”), within sixty (60) days following such termination, and if the Participant declines to execute, revokes, or fails to comply with the terms of the Release and Covenants Agreement, any unvested or unpaid portion of the Award will be forfeited. A termination will be for “Cause” if the termination of the Participant’s employment by the TFC Group is on account of the Participant’s (w) conviction or plea of guilty or nolo contendere to a felony; (x) dishonesty, theft, or embezzlement; (y) failure to substantially perform the Participant’s duties, or (z) material breach of any of the Participant’s obligations under any material written agreement or covenant the Participant has entered into with the TFC Group, under any material written policy, program, or code of the TFC Group that is applicable to the
Participant, or of Participant’s duties to the TFC Group. The determination of whether termination is for Cause will be made by the Administrator, and its determination will be final and conclusive. “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 the TFC Group.
(b)Change of Control.
(i)Impact of a Change of Control. If the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without Cause or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment or transition agreement that applies to the Participant, in each case within two (2) years following a Change of Control, the Performance Period will end as of the date of such termination, performance will be calculated as provided in Exhibit A, and payment will be made within two and one-half (2 ½) months following the later of the Change of Control or such termination; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of the Release and Covenants Agreement within sixty (60) days following such termination. For purposes of this Section 4(b)(i), the phrase “termination of employment” means a Separation from Service.
(ii)For purposes of this Section and Exhibit A, 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 the TFC Group, 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; (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 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.
5.Award Payout.
(a)The Award payout will be payable in whole shares of Common Stock, unless otherwise determined by the Administrator in accordance with Section 11.6 of the Plan. Fractional Shares will not be issuable, and unless the Administrator determines otherwise, will be disregarded.
(b)Award payout will 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 on or as soon as practicable following the Vesting Date, and in any event within two and one-half (2 ½) months following the end of the Performance Period, or as otherwise set forth in Section (4)(b)(i) (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) will not have the right to designate the calendar year of payment). Notwithstanding the foregoing, TFC reserves the right to (i) suspend Award payout, or (ii) deliver the Award payout into an escrow account in connection with any investigation of whether any of the events that result in forfeiture under Sections 3 or 21 have occurred.
6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan will confer on the Participant any right to continue in the employment or service of the TFC Group or affect in any way the right of the TFC Group 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 will terminate upon termination of the employment or service of the Participant with the TFC Group. The grant of the Award does not create any obligation on the part of the TFC Group to grant any further awards. So long as the Participant continues to be an Employee of the TFC Group, the Award will not be affected by any change in the duties or position of the Participant.
7.Nontransferability of Award and Shares. The Award, and the right to any Award payout, will not be transferable (including by sale, assignment, pledge, or hypothecation) other than by will or the laws of intestate succession, and any purported transfer will be null and void. 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, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the
Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit or recruit for employment, or encourage or support to leave employment with the TFC Group, on the Participant’s own behalf or that of any other person, any employee of the TFC Group (i) who performed work in the business unit in which the Participant last worked, (ii) with whom the Participant worked during the Participant’s employment with the TFC Group or (iii) about whom the Participant came to know confidential information as a result of employment with the TFC Group, in each case within the twelve (12) months prior to the termination of Participant’s employment and who has not thereafter ceased to be employed by the TFC Group 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 advertisements or solicitations through newspapers, trade publications, periodicals, internet database, or recruiting or employment agencies, not specifically directed at employees of the TFC Group. The Participant acknowledges that by virtue of this provision, they are likewise restricted from being solicited or recruited for employment by current or former employees of the TFC Group also bound by a similar provision, directly or indirectly and knowingly consents to that restriction. This Section does not prohibit the Participant from responding to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, internet databases, or recruiting or employment agencies, not specifically directed at employees or consultants of the TFC Group.
(b)In consideration of the grant of this Award, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s customers with whom the Participant had material contact during employment with the TFC Group, for the purpose of conducting any business with them on behalf of any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group. The Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s third-party vendors with whom the Participant had material contact during employment with the TFC Group, for the purpose of diverting their business away from the TFC Group to any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group, or otherwise disrupting the TFC Group’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 vendor or customer of the TFC Group—such as by obtaining pricing and sales information. This provision does not prohibit the Participant from accepting as a vendor or client any person or entity who responds to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, or internet databases, not specifically directed at Business Partner, vendors or customers of the TFC Group.
(c)The Participant understands and agrees that nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group prohibits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any law or privilege to the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (a
“Government Agency”) regarding possible legal violations, or from making disclosures that are required by the Bank Secrecy Act or other law without disclosure to the TFC Group. Likewise, nothing in the Plan, this Agreement, or any other agreement with policy of the TFC Group is intended to or will prevent, impede, or interfere with the Participant providing truthful testimony and information in the course of, or otherwise participating in, an investigation or proceeding conducted by a Government Agency in connection with the lawful exercise of the Government Agency’s functions. Nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group, or otherwise requires the Participant to disclose to the TFC Group any communications the Participant may have had or information the Participant may have provided to any Government Agencies regarding possible legal violations.
(d)The Participant agrees that unique and proprietary knowledge and information has been and will be possessed by, disclosed to, or developed by the Participant in the course of the Participant’s employment with the TFC Group, that the preceding provisions are reasonable and necessary to protect the TFC Group’s legitimate business interests, and that they will not unreasonably interfere with the Participant’s ability to earn a living following the Participant’s separation from the TFC Group. Finally, the Participant agrees that, in the event the Participant breaches or threatens to breach these non-solicitation provision, such breach will cause irreparable harm and injury to the TFC Group and will leave the TFC Group with no adequate remedy at law, and (i) TFC or any member of the TFC Group who employed the Participant may seek equitable relief, without the necessity of posting a bond, in addition to monetary damages and any other appropriate relief; and (ii) the TFC Group will be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this provision.
(e)The Participant and TFC agree that if 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 the TFC Group 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 the TFC Group, including any restrictive covenants contained in such agreements.
10.Governing Law. This Agreement is 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. The waiver by TFC of a breach of any provision of the Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator will 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 Section 409A and federal securities laws) or as otherwise permitted
under the Plan or this Agreement, and the Participant 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 will not be deemed to be the holder of any Shares subject to the Award and will 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 will be issued at the time of grant of the Award. Shares subject to the Award will 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 will be granted in connection with the Award, and the Award will not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan).
13.Withholding; Tax Matters; Fees.
(a)TFC or its Affiliate will report all income and prior to the delivery or transfer of Shares or any other benefit conferred under the Plan, the TFC Group or their agent will 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 the TFC Group to such authority for the account of such recipient. In accordance with procedures established by the Administrator (including 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 will 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 will 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)The TFC Group has made no warranties or representations to the Participant with respect to the tax consequences (including 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 any member of the TFC Group 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 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 to consult with the Participant’s own attorney, accountant, or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the TFC Group 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 will be paid by the Participant or other recipient. To the extent the Participant or other recipient is entitled to any cash payment from the TFC Group, the Participant 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 will 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, is vested in the Administrator, and the Administrator has 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 is final and binding on the parties hereto. Any references to the Administrator include its designee, to the extent permitted under the Plan.
15.Notices. Any and all notices under this Agreement will 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 Human Resources Information System.
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 will continue to 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 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 is not 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 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 will 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 will be deemed an original, but all of which together will constitute one instrument. The parties 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, any member of the TFC Group 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 any member of the TFC Group that is or
becomes due and payable, and the Participant will be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset will 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 has authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the TFC Group, or the financial statements of the TFC Group, 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 in the Plan or this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements or policies adopted by the TFC Group, 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 will be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator in its sole discretion as necessary or advisable to comply with applicable law or any risk management requirements or policies adopted by the TFC Group; and (ii) in the event the Administrator determines that any legislation, regulation, or formal or informal guidance requires any compensation payable under the Plan (including the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award will be deferred, reduced, eliminated, paid in a different form, or subjected to vesting or other restrictions as determined by the Administrator to be required by such legislation, regulation, 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 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 the TFC Group; (b) extending the 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 any agency thereof) determines that any change to the Plan or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement or the Award will be automatically amended to incorporate such change, without further action of the Participant, and the Administrator will 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 any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects the TFC Group to any adverse tax consequences that the TFC Group is not otherwise subject to on the Grant Date because of,
any current or future United States law, rule, regulation, or other authority, then this Agreement will automatically terminate effective as of the Grant Date and the Award will 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.
* * *
TRUIST FINANCIAL CORPORATION
2022 INCENTIVE PLAN
LTIP Award Agreement
(Senior Executive)
| | | | | |
| Name of Participant: | #ParticipantName# |
| Grant Date: | #GrantDate# |
| Participant’s Target Percentage: | [Participant’s Target %] |
| Performance Period: | January 1, 2026, through December 31, 2028 |
THIS AGREEMENT (this “Agreement”), effective as of the “Grant Date” noted above, between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”), for itself and its Affiliates (referred to both collectively and individually as the “TFC Group”), and #ParticipantName#, an Employee (the “Participant”), is made pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended from time to time (the “Plan”).
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 acknowledged, THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:
1.Incorporation of Exhibit A and Plan. The rights and duties of the TFC Group and the Participant under this Agreement will in all respects be subject to and governed by the provisions of the Plan and the attached Exhibit A, the terms of which are incorporated into this Agreement by reference. If there is a conflict between this Agreement and the Plan, the Plan will govern. Unless otherwise provided, capitalized terms in this Agreement have the same definitions as set forth in the Plan.
2.Grant of Performance Award. TFC grants the Participant an LTIP Award (the “Award”) in accordance with the following provisions:
(a)Performance Period. The “Performance Period” for the Award is as set forth above.
(b)Performance Measures for Award. The pre-established Performance Measures and Levels of Achievement (each as defined in Exhibit A) applicable to the Award are set forth in Exhibit A.
3.Vesting of Award. The Award is unvested at grant. Subject to the terms of this Agreement (including Sections 2, 4, and 5), the Award will be one hundred percent (100%) vested and, to the extent any Award payout is determined by the Administrator, earned on March 15 of the year following the expiration of the Performance Period (the “Vesting Date”), provided that, prior to the Vesting Date, the Administrator may determine that all or any part of the Award will be cancelled or forfeited as a result of (i) a significant, negative risk outcome as a result of a corporate or individual action, (ii) TFC incurring an aggregate operating loss for the Performance Period, or (iii) as otherwise permitted in this Agreement or the Plan. Vesting does not mean that the participant has a non-forfeitable right to the vested portion of the Award. The terms of this
Agreement, including this Section 3 and Section 21, continue to apply to the Award. The Administrator has sole authority to determine whether and to what degree the Award has vested, been earned, and is payable, and to interpret the terms and conditions of this Agreement and the Plan.
4.Forfeiture of Award. Except as otherwise provided in this Section 4, if the Participant’s employment with the TFC Group terminates for any reason prior to the end of the Vesting Schedule, then the Award, to the extent not vested as of the Participant’s termination of employment date, will be forfeited immediately upon such termination, and the Participant will have no further rights with respect to the Award. The Administrator will have sole discretion to determine if a Participant’s rights have terminated, including the authority to determine the basis for the Participant’s termination of employment.
(a)Certain Terminations. Notwithstanding the preceding,
(i)Death or Disability. If the Participant’s employment with the TFC Group is terminated due to death or Disability, the Award will continue to be payable in accordance with this Agreement.
(ii)Involuntary Termination Without Cause, Good Reason, and Retirement. Except as set forth in Section 4(b)(i), if the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without “Cause” (as defined below) or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment agreement that applies to the Participant, or due to Retirement (as defined below), the Participant’s Award for the Performance Period will continue to be payable in accordance with this Agreement; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of a release of claims in favor of the TFC Group, including covenants not to solicit employees or clients of the TFC Group on terms generally applicable to similarly-situated executives (the “Release and Covenants Agreement”), within sixty (60) days following such termination, and if the Participant declines to execute, revokes, or fails to comply with the terms of the Release and Covenants Agreement, any unvested or unpaid portion of the Award will be forfeited. A termination will be for “Cause” if the termination of the Participant’s employment by the TFC Group is on account of the Participant’s (w) conviction or plea of guilty or nolo contendere to a felony; (x) dishonesty, theft, or embezzlement; (y) failure to substantially perform the Participant’s duties, or (z) material breach of any of the Participant’s obligations under any material written agreement or covenant the Participant has entered into with the TFC Group, under any material written policy, program, or code of the TFC Group that is applicable to the Participant, or of Participant’s duties to the TFC Group. The determination of whether termination is for Cause will be made by the Administrator, and its determination will be final and conclusive. “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 the TFC Group.
(b)Change of Control.
(i)Impact of a Change of Control. If the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without Cause or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment or transition agreement that applies to the Participant, in each case within two (2) years following a Change of Control, the Performance Period will end as of the date of such termination, performance will be calculated as provided in Exhibit A, and payment will be made within two and one-half (2 ½) months following the later of the Change of Control or such termination; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of the Release and Covenants Agreement within sixty (60) days following such termination. For purposes of this Section 4(b)(i), the phrase “termination of employment” means a Separation from Service.
(ii)For purposes of this Section and Exhibit A, 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 the TFC Group, 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; (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 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.
5.Award Payout.
(a)The Award payout will be payable 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.
(b)Award payout will 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 on or as soon as practicable following the Vesting Date, and in any event within two and one-half (2 ½) months following the end of the Performance Period, or as otherwise set forth in Section (4)(b)(i) (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) will not have the right to designate the calendar year of payment). Notwithstanding the foregoing, TFC reserves the right to (i) suspend Award payout, or (ii) deliver the Award payout into an escrow account in connection with any investigation of whether any of the events that result in forfeiture under Sections 3 or 21 have occurred.
6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan will confer on the Participant any right to continue in the employment or service of the TFC Group or affect in any way the right of the TFC Group 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 will terminate upon termination of the employment or service of the Participant with the TFC Group. The grant of the Award does not create any obligation on the part of the TFC Group to grant any further awards. So long as the Participant continues to be an Employee of the TFC Group, the Award will not be affected by any change in the duties or position of the Participant.
7.Nontransferability of Award and Shares. The Award, and the right to any Award payout, will not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession, and any purported transfer will be null and void. 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, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit or recruit for employment, or encourage or support to leave employment with the TFC Group, on the Participant’s own behalf or that of any other person, any employee of the TFC Group (i) who performed work in the business unit in which the Participant last worked, (ii) with whom the Participant worked during the Participant’s employment with the TFC Group or (iii) about whom the Participant came to know confidential information as a result of employment with the TFC Group, in each case within the twelve (12) months prior to the termination of Participant’s employment and who has not thereafter ceased to be employed by the TFC Group 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 advertisements or
solicitations through newspapers, trade publications, periodicals, internet database, or recruiting or employment agencies, not specifically directed at employees of the TFC Group. The Participant acknowledges that by virtue of this provision, they are likewise restricted from being solicited or recruited for employment by current or former employees of the TFC Group also bound by a similar provision, directly or indirectly and knowingly consents to that restriction. This Section does not prohibit the Participant from responding to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, internet databases, or recruiting or employment agencies, not specifically directed at employees or consultants of the TFC Group.
(b)In consideration of the grant of this Award, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s customers with whom the Participant had material contact during employment with the TFC Group, for the purpose of conducting any business with them on behalf of any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group. The Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s third-party vendors with whom the Participant had material contact during employment with the TFC Group, for the purpose of diverting their business away from the TFC Group to any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group, or otherwise disrupting the TFC Group’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 vendor or customer of the TFC Group—such as by obtaining pricing and sales information. This provision does not prohibit the Participant from accepting as a vendor or client any person or entity who responds to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, or internet databases, not specifically directed at Business Partner, vendors or customers of the TFC Group.
(c)The Participant understands and agrees that nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group prohibits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any law or privilege to the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (a “Government Agency”) regarding possible legal violations, or from making disclosures that are required by the Bank Secrecy Act or other law without disclosure to the TFC Group. Likewise, nothing in the Plan, this Agreement, or any other agreement with policy of the TFC Group is intended to or will prevent, impede, or interfere with the Participant providing truthful testimony and information in the course of, or otherwise participating in, an investigation or proceeding conducted by a Government Agency in connection with the lawful exercise of the Government Agency’s functions. Nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group, or otherwise requires the Participant to disclose to the TFC Group any communications the Participant may have had or information the Participant may have provided to any Government Agencies regarding possible legal violations.
(d)The Participant agrees that unique and proprietary knowledge and information has been and will be possessed by, disclosed to, or developed by the Participant in the course of the Participant’s employment with the TFC Group, that the preceding provisions are reasonable and necessary to protect the TFC Group’s legitimate business interests, and that they will not unreasonably interfere with the Participant’s ability to earn a living following the Participant’s separation from the TFC Group. Finally, the Participant agrees that, in the event the Participant breaches or threatens to breach these non-solicitation provision, such breach will cause irreparable harm and injury to the TFC Group and will leave the TFC Group with no adequate remedy at law, and (i) TFC or any member of the TFC Group who employed the Participant may seek equitable relief, without the necessity of posting a bond, in addition to monetary damages and any other appropriate relief; and (ii) the TFC Group will be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this provision.
(e)The Participant and TFC agree that if 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 the TFC Group 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 the TFC Group, including any restrictive covenants contained in such agreements.
10.Governing Law. This Agreement is 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. The waiver by TFC of a breach of any provision of the Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator will 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 Section 409A and federal securities laws) or as otherwise permitted under the Plan or this Agreement, and the Participant 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 will not be deemed to be the holder of any Shares subject to the Award and will 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 will be issued at the time of grant of the Award. If applicable, Shares subject to the Award will 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 will be granted in connection with the Award, and the Award will not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan).
13.Withholding; Tax Matters; Fees.
(a)TFC or its Affiliate will report all income and prior to the delivery or transfer of cash payment, Shares, or any other benefit conferred under the Plan, the TFC Group or their agent will 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 the TFC Group to such authority for the account of such recipient. In accordance with procedures established by the Administrator (including 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 will be satisfied by the withholding or sale of cash payment or Shares to which the Participant is entitled, and the number of Shares to be withheld or sold will 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)The TFC Group has made no warranties or representations to the Participant with respect to the tax consequences (including 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 any member of the TFC Group 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 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 to consult with the Participant’s own attorney, accountant, or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the TFC Group 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 will be paid by the Participant or other recipient. To the extent the Participant or other recipient is entitled to any cash payment from the TFC Group, the Participant 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 will 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, is vested in the Administrator, and the Administrator has 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 is final and binding on the parties hereto. Any references to the Administrator include its designee, to the extent permitted under the Plan.
15.Notices. Any and all notices under this Agreement will 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 Human Resources Information System.
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 will continue to 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 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 is not 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 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 will 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 will be deemed an original, but all of which together will constitute one instrument. The parties 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, any member of the TFC Group 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 any member of the TFC Group that is or becomes due and payable, and the Participant will be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset will 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 has authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the TFC Group, or the financial statements of the TFC Group, 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 in the Plan or this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements or policies adopted
by the TFC Group, 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 will be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator in its sole discretion as necessary or advisable to comply with applicable law or any risk management requirements or policies adopted by the TFC Group; and (ii) in the event the Administrator determines that any legislation, regulation, or formal or informal guidance requires any compensation payable under the Plan (including the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award will be deferred, reduced, eliminated, paid in a different form, or subjected to vesting or other restrictions as determined by the Administrator to be required by such legislation, regulation, 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 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 the TFC Group; (b) extending the 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 any agency thereof) determines that any change to the Plan or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement or the Award will be automatically amended to incorporate such change, without further action of the Participant, and the Administrator will 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 any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects the TFC Group to any adverse tax consequences that the TFC Group is not otherwise subject to on the Grant Date because of, any current or future United States law, rule, regulation, or other authority, then this Agreement will automatically terminate effective as of the Grant Date and the Award will 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.
TRUIST FINANCIAL CORPORATION
2022 INCENTIVE PLAN
Restricted Stock Unit Agreement
(Performance-Based Vesting Component)
(Senior Executive)
| | | | | |
| Name of Participant: | #ParticipantName# |
| Grant Date: | #GrantDate# |
| Shares: | #QuantityGranted# |
| Vesting Schedule: | |
| 33-1/3% | #VestDate_1# |
| 33-1/3% | #VestDate_2# |
| 33-1/3% | #VestDate_3# |
| Delivery Schedule: | On Vesting |
THIS AGREEMENT (this “Agreement”), effective as of the “Grant Date” noted above, between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”), for itself and its Affiliates (referred to both collectively and individually as the “TFC Group”), and #ParticipantName#, an Employee (the “Participant”), is made pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended from time to time (the “Plan”).
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 acknowledged, THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:
1.Incorporation of Plan. The rights and duties of the TFC Group and the Participant under this Agreement will in all respects be subject to and governed by the provisions of the Plan, the terms of which also are incorporated into this Agreement by reference. If there is a conflict between this Agreement and the Plan, the Plan will govern. Unless otherwise provided, capitalized terms in this Agreement have the same definitions as set forth in the Plan.
2.Grant of Restricted Stock Units. TFC grants the Participant an award of Restricted Stock Units (the “Award”) for the number of whole shares specified above (the “Shares”) of TFC Common Stock, $5.00 par value per share (“Common Stock”). Prior to distribution of the Shares under the Award, the Award will represent an unsecured obligation of TFC, payable (if at all) only from TFC’s general assets.
3.Vesting of Award. The Award is unvested at grant. Subject to the terms of this Agreement (including Sections 4 and 5), portions of the Award will vest on the vesting dates set forth above (the “Vesting Dates”). Vesting does not mean that the participant has a non-forfeitable right to the vested portion of the Award. The terms of this Agreement, including
Sections 5 and 21, continue to apply to the Award. The Administrator has sole authority to determine whether and to what degree the Award has vested, been earned, and is payable, and to interpret the terms and conditions of this Agreement and the Plan.
4.Forfeiture of Award. Except as otherwise provided in this Section 4, if the Participant’s employment with the TFC Group terminates for any reason prior to the end of the Vesting Schedule, then the Award, to the extent not vested as of the Participant’s termination of employment date, will be forfeited immediately upon such termination, and the Participant will have no further rights with respect to the Award. The Administrator will have sole discretion to determine if a Participant’s rights have terminated, including the authority to determine the basis for the Participant’s termination of employment.
(a)Certain Terminations. Notwithstanding the preceding,
(i)Death or Disability. If the Participant’s employment with the TFC Group is terminated due to death or Disability, the Award will become fully vested upon the date of the Participant’s death or Disability without regard to the vesting schedule set forth in Section 3.
(ii)Involuntary Termination Without Cause Or With Good Reason. Except as set forth in Section 4(b)(i), if the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without “Cause” (as defined below) or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment or transition agreement that applies to the Participant, the Award will continue to vest in accordance with this Agreement subject to the passage of time; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of a release of claims in favor of the TFC Group, including covenants not to solicit employees or clients of the TFC Group on terms generally applicable to similarly-situated executives (the “Release and Covenants Agreement”), within sixty (60) days following such termination, and if the Participant declines to execute, revokes, or fails to comply with the terms of the Release and Covenants Agreement, any unvested or unpaid portion of the Award will be forfeited. A termination will be for “Cause” if the termination of the Participant’s employment by the TFC Group is on account of the Participant’s (w) conviction or plea of guilty or nolo contendere to a felony; (x) dishonesty, theft, or embezzlement; (y) failure to substantially perform the Participant’s duties, or (z) material breach of any of the Participant’s obligations under any material written agreement or covenant the Participant has entered into with the TFC Group, under any material written policy, program, or code of the TFC Group that is applicable to the Participant, or of Participant’s
duties to the TFC Group. The determination of whether termination is for Cause will be made by the Administrator, and its determination will be final and conclusive.
(iii)Retirement. If the Participant’s employment with the TFC Group is terminated by the Participant due to Retirement, and the Participant has completed at least six (6) 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), the Award will continue to vest in accordance with this Agreement subject to the passage of time. “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 5 years of service with the TFC Group.
(b)Change of Control.
(i)Impact of a Change of Control. If the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without Cause or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment or transition agreement that applies to the Participant, in each case within two (2) years following a Change of Control, the Award will become fully vested as of the date of such termination. For purposes of this Section 4(b)(i), the phrase “termination of employment” means a Separation from Service.
(ii)For purposes of this Section 4(b), 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 the TFC Group, 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; (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 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.
5.Award Payout.
(a)Award payout will 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 on or as soon as practicable following the dates contemplated by the Delivery Schedule set forth above (the “Delivery Dates”) or as otherwise set forth in Section 4(b)(i), provided that, prior to payout, the Administrator may determine that all or any part of the Award scheduled to pay out will be cancelled or forfeited as a result of (i) a significant, negative risk outcome as a result of a corporate or individual action, (ii) TFC incurring an aggregate operating loss for TFC’s fiscal year ending in the applicable vesting period, or (iii) as otherwise permitted in this Agreement or the Plan. Notwithstanding the foregoing, TFC reserves the right to (i) suspend Award payout (to the extent permitted by Section 409A), or (ii) deliver the Award payout into an escrow account in connection with any investigation of whether any of the events that result in forfeiture under this Section 5 or Section 21 have occurred.
(b)The Award payout will be payable in whole shares of Common Stock, unless otherwise determined by the Administrator in accordance with Section 11.6 of the Plan. Fractional Shares will not be issuable, and unless the Administrator determines otherwise, will be disregarded.
6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan will confer on the Participant any right to continue in the employment or service of the TFC Group or affect in any way the right of the TFC Group 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 will terminate upon termination of the employment or service of the Participant with the TFC Group. The grant of the Award does not create any obligation on the part of the TFC Group to grant any further awards. So long as the Participant continues to be an Employee of the TFC Group, the Award will not be affected by any change in the duties or position of the Participant.
7.Nontransferability of Award and Shares. The Award, and the right to any Award payout, will not be transferable (including by sale, assignment, pledge, or hypothecation) other than by will or the laws of intestate succession, and any purported transfer will be null and void. 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, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit or recruit for employment, or encourage or support to leave employment with the TFC Group, on the Participant’s own behalf or that of any other person, any employee of the TFC Group (i) who performed work in the business unit in which the Participant last worked, (ii) with whom the Participant worked during the Participant’s employment with the TFC Group or (iii) about whom the Participant came to know confidential information as a result of employment with the TFC Group, in each case within the twelve (12) months prior to the termination of Participant’s employment and who has not thereafter ceased to be employed by the TFC Group 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 advertisements or solicitations through newspapers, trade publications, periodicals, internet database, or recruiting or employment agencies, not specifically directed at employees of the TFC Group. The Participant acknowledges that by virtue of this provision, they are likewise restricted from being solicited or recruited for employment by current or former employees of the TFC Group also bound by a similar provision, directly or indirectly and knowingly consents to that restriction. This Section does not prohibit the Participant from responding to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, internet databases, or recruiting or employment agencies, not specifically directed at employees or consultants of the TFC Group.
(b)In consideration of the grant of this Award, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s customers with whom the Participant had material contact during employment with the TFC Group, for the purpose of conducting any business with them on behalf of any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group. The Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s third-party vendors with whom the Participant had material contact during employment with the TFC Group, for the purpose of diverting their business away from the TFC Group to any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group, or otherwise disrupting the TFC Group’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 vendor or customer of the TFC Group—such as by obtaining pricing and sales information. This provision does not prohibit the Participant from accepting as a vendor or client any person or entity who responds to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, or internet databases, not specifically directed at Business Partner, vendors or customers of the TFC Group.
(c)The Participant understands and agrees that nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group prohibits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any law or privilege to the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (a “Government Agency”) regarding possible legal violations, or from making disclosures that are required by the Bank Secrecy Act or other law without disclosure to the TFC Group. Likewise, nothing in the Plan, this Agreement, or any other agreement with policy of the TFC Group is intended to or will prevent, impede, or interfere with the Participant providing truthful testimony and information in the course of, or otherwise participating in, an investigation or proceeding conducted by a Government Agency in connection with the lawful exercise of the Government Agency’s functions. Nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group, or otherwise requires the Participant to disclose to the TFC Group any communications the Participant may have had or information the Participant may have provided to any Government Agencies regarding possible legal violations.
(d)The Participant agrees that unique and proprietary knowledge and information has been and will be possessed by, disclosed to, or developed by the Participant in the course of the Participant’s employment with the TFC Group, that the preceding provisions are reasonable and necessary to protect the TFC Group’s legitimate business interests, and that they will not unreasonably interfere with the Participant’s ability to earn a living following the Participant’s separation from the TFC Group. Finally, the Participant agrees that, in the event the Participant breaches or threatens to breach these non-solicitation provision, such breach will cause irreparable harm and injury to the TFC Group and will leave the TFC Group with no adequate remedy at law, and (i) TFC or any member of the TFC Group who employed the Participant may seek equitable relief, without the necessity of posting a bond, in addition to monetary damages and any other appropriate relief; and (ii) the TFC Group will be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this provision.
(e)The Participant and TFC agree that if 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 the TFC Group 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 the TFC Group, including any restrictive covenants contained in such agreements.
10.Governing Law. This Agreement is 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. The waiver by TFC of a breach of any provision of the Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator will 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 Section 409A and federal securities laws) or as otherwise permitted under the Plan or this Agreement, and the Participant 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 will not be deemed to be the holder of any Shares subject to the Award and will 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 will be issued at the time of grant of the Award. Shares subject to the Award will 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 applicable Delivery Date has occurred and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights will be granted in connection with the Award, and the Award will not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan).
13.Withholding; Tax Matters; Fees.
(a)TFC or its Affiliate will report all income and prior to the delivery or transfer of Shares or any other benefit conferred under the Plan, the TFC Group or their agent will 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 the TFC Group to such authority for the account of such recipient. In accordance with procedures established by the Administrator (including 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 will 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 will 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)The TFC Group has made no warranties or representations to the Participant with respect to the tax consequences (including 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 any member of the TFC Group 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 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 to consult with the Participant’s own attorney, accountant, or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the TFC Group 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 will be paid by the Participant or other recipient. To the extent the Participant or other recipient is entitled to any cash payment from the TFC Group, the Participant 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 will 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, is vested in the Administrator, and the Administrator has 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 is final and binding on the parties hereto. Any references to the Administrator include its designee, to the extent permitted under the Plan.
15.Notices. Any and all notices under this Agreement will 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 Human Resources Information System.
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 will continue to be binding and enforceable.
17.Compliance with Laws; Restrictions on Award and Shares. 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 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 is not 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 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 will 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 will be deemed an original, but all of which together will constitute one instrument. The parties 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, any member of the TFC Group 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 any member of the TFC Group that is or becomes due and payable, and the Participant will be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset will 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 has authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the TFC Group, or the financial statements of the TFC Group, 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 in the Plan or this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements or policies adopted by the TFC Group, 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
will be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator in its sole discretion as necessary or advisable to comply with applicable law or any risk management requirements or policies adopted by the TFC Group; and (ii) in the event the Administrator determines that any legislation, regulation, or formal or informal guidance requires any compensation payable under the Plan (including the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award will be deferred, reduced, eliminated, paid in a different form, or subjected to vesting or other restrictions as determined by the Administrator to be required by such legislation, regulation, 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 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 the TFC Group; or (c) otherwise as required by the Administrator or the Federal Reserve System; or (ii) the Administrator or the United States government (including any agency thereof) determines that any change to the Plan or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement or the Award will be automatically amended to incorporate such change, without further action of the Participant, and the Administrator will 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 any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects the TFC Group to any adverse tax consequences that the TFC Group is not otherwise subject to on the Grant Date because of, any current or future United States law, rule, regulation, or other authority, then this Agreement will automatically terminate effective as of the Grant Date and the Award will 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.
* * *
TRUIST FINANCIAL CORPORATION
2022 INCENTIVE PLAN
Performance Unit Award Agreement
(Senior Executive)
| | | | | |
| Name of Participant: | #ParticipantName# |
| Grant Date: | #GrantDate# |
| Shares: | #QuantityGranted# |
| Performance Period: | January 1, 2026, through December 31, 2028 |
THIS AGREEMENT (this “Agreement”), effective as of the “Grant Date” noted above, between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”), for itself and its Affiliates (referred to both collectively and individually as the “TFC Group”), and #ParticipantName#, an Employee (the “Participant”), is made pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended from time to time (the “Plan”).
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 acknowledged, THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:
1.Incorporation of Exhibit A and Plan. The rights and duties of the TFC Group and the Participant under this Agreement will in all respects be subject to and governed by the provisions of the Plan and the attached Exhibit A, the terms of which also are incorporated into this Agreement by reference. If there is a conflict between this Agreement and the Plan, the Plan will govern. Unless otherwise provided, capitalized terms in this Agreement have the same definitions as set forth in the Plan.
2.Grant of Performance Units. TFC grants the Participant an award of Performance Units (the “Award”) for the number of whole shares specified above at the Target Level of Achievement (the “Shares”) of TFC Common Stock, $5.00 par value per share (“Common Stock”) in accordance with the following provisions:
(a)Performance Period. The “Performance Period” for the Award is as set forth above.
(b)Performance Measures for Award. The pre-established Performance Measures and Levels of Achievement (each as defined in Exhibit A) applicable to the Award are set forth in Exhibit A.
3.Vesting of Award. The Award is unvested at grant. Subject to the terms of this Agreement (including Sections 2, 4, and 5), the Award will be one hundred percent (100%) vested and, to the extent any Award payout is determined by the Administrator, earned on March
15 of the year following the expiration of the Performance Period (the “Vesting Date”), provided that, prior to the Vesting Date, the Administrator may determine that all or any part of the Award will be cancelled or forfeited as a result of (i) a significant, negative risk outcome as a result of a corporate or individual action, (ii) TFC incurring an aggregate operating loss for the Performance Period, (iii) or as otherwise permitted in this Agreement or the Plan. Vesting does not mean that the participant has a non-forfeitable right to the vested portion of the Award. The terms of this Agreement, including this Section 3 and Section 21, continue to apply to the Award. The Administrator has sole authority to determine whether and to what degree the Award has vested, been earned, and is payable, and to interpret the terms and conditions of this Agreement and the Plan.
4.Forfeiture of Award. Except as otherwise provided in this Section 4, if the Participant’s employment with the TFC Group terminates for any reason prior to the end of the Vesting Schedule, then the Award, to the extent not vested as of the Participant’s termination of employment date, will be forfeited immediately upon such termination, and the Participant will have no further rights with respect to the Award. The Administrator will have sole discretion to determine if a Participant’s rights have terminated, including the authority to determine the basis for the Participant’s termination of employment.
(a)Certain Terminations. Notwithstanding the preceding,
(i)Death or Disability. If the Participant’s employment with the TFC Group is terminated due to death or Disability, the Award will continue to be payable in accordance with this Agreement.
(ii)Involuntary Termination Without Cause, Good Reason, and Retirement. Except as set forth in Section 4(b)(i), if the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without “Cause” (as defined below) or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment or transition agreement that applies to the Participant, or due to Retirement (as defined below), the Participant’s Award for the Performance Period will continue to be payable in accordance with this Agreement; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of a release of claims in favor of the TFC Group, including covenants not to solicit employees or clients of the TFC Group on terms generally applicable to similarly-situated executives (the “Release and Covenants Agreement”), within sixty (60) days following such termination, and if the Participant declines to execute, revokes, or fails to comply with the terms of the Release and Covenants Agreement, any unvested or unpaid portion of the Award will be forfeited. A termination will be for “Cause” if the termination of the Participant’s employment by the TFC Group is on account of the Participant’s (w) conviction or plea of guilty or nolo
contendere to a felony; (x) dishonesty, theft, or embezzlement; (y) failure to substantially perform the Participant’s duties, or (z) material breach of any of the Participant’s obligations under any material written agreement or covenant the Participant has entered into with the TFC Group, under any material written policy, program, or code of the TFC Group that is applicable to the Participant, or of Participant’s duties to the TFC Group. The determination of whether termination is for Cause will be made by the Administrator, and its determination will be final and conclusive. “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 5 years of service with the TFC Group.
(b)Change of Control.
(i)Impact of a Change of Control. If the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without Cause or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment or transition agreement that applies to the Participant, in each case within two (2) years following a Change of Control, the Performance Period will end as of the date of such termination, performance will be calculated as provided in Exhibit A, and payment will be made within two and one-half (2 ½) months following the later of the Change of Control or such termination; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of the Release and Covenants Agreement within sixty (60) days following such termination. For purposes of this Section 4(b)(i), the phrase “termination of employment” means a Separation from Service.
(ii)For purposes of this Section and Exhibit A, 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 the TFC Group, 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; (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 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.
5.Award Payout.
(a)The Award payout will be payable in whole shares of Common Stock, unless otherwise determined by the Administrator in accordance with Section 11.6 of the Plan. Fractional Shares will not be issuable, and unless the Administrator determines otherwise, will be disregarded.
(b)Award payout will 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 on or as soon as practicable following the Vesting Date, and in any event within two and one-half (2 ½) months following the end of the Performance Period, or as otherwise set forth in Section (4)(b)(i) (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) will not have the right to designate the calendar year of payment). Notwithstanding the foregoing, TFC reserves the right to (i) suspend Award payout, or (ii) deliver the Award payout into an escrow account in connection with any investigation of whether any of the events that result in forfeiture under Sections 3 or 21 have occurred.
6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan will confer on the Participant any right to continue in the employment or service of the TFC Group or affect in any way the right of the TFC Group 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 will terminate upon termination of the employment or service of the Participant with the TFC Group. The grant of the Award does not create any obligation on the part of the TFC Group to grant any further awards. So long as the Participant continues to be an Employee of the TFC Group, the Award will not be affected by any change in the duties or position of the Participant.
7.Nontransferability of Award and Shares. The Award, and the right to any Award payout, will not be transferable (including by sale, assignment, pledge, or hypothecation) other than by will or the laws of intestate succession, and any purported transfer will be null and void. 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, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit or recruit for employment, or encourage or support to leave employment with the TFC Group, on the Participant’s own behalf or that of any other person, any employee of the TFC Group (i) who performed work in the business unit in which the Participant last worked, (ii) with whom the Participant worked during the Participant’s employment with the TFC Group or (iii) about whom the Participant came to know confidential information as a result of employment with the TFC Group, in each case within the twelve (12) months prior to the termination of Participant’s employment and who has not thereafter ceased to be employed by the TFC Group 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 advertisements or solicitations through newspapers, trade publications, periodicals, internet database, or recruiting or employment agencies, not specifically directed at employees of the TFC Group. The Participant acknowledges that by virtue of this provision, they are likewise restricted from being solicited or recruited for employment by current or former employees of the TFC Group also bound by a similar provision, directly or indirectly and knowingly consents to that restriction. This Section does not prohibit the Participant from responding to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, internet databases, or recruiting or employment agencies, not specifically directed at employees or consultants of the TFC Group.
(b)In consideration of the grant of this Award, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s customers with whom the Participant had material contact during employment with the TFC Group, for the purpose of conducting any business with them on behalf of any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group. The Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s third-party vendors with whom the Participant had material contact during employment with the TFC Group, for the purpose of diverting their business away from the TFC Group to any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group, or otherwise disrupting the TFC Group’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 vendor or customer of the TFC Group—such as by obtaining pricing and sales information. This provision does not prohibit the Participant from accepting as a vendor or client any person or entity who responds to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, or internet databases, not specifically directed at Business Partner, vendors or customers of the TFC Group.
(c)The Participant understands and agrees that nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group prohibits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any law or privilege to the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (a “Government Agency”) regarding possible legal violations, or from making disclosures that are required by the Bank Secrecy Act or other law without disclosure to the TFC Group. Likewise, nothing in the Plan, this Agreement, or any other agreement with policy of the TFC Group is intended to or will prevent, impede, or interfere with the Participant providing truthful testimony and information in the course of, or otherwise participating in, an investigation or proceeding conducted by a Government Agency in connection with the lawful exercise of the Government Agency’s functions. Nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group, or otherwise requires the Participant to disclose to the TFC Group any communications the Participant may have had or information the Participant may have provided to any Government Agencies regarding possible legal violations.
(d)The Participant agrees that unique and proprietary knowledge and information has been and will be possessed by, disclosed to, or developed by the Participant in the course of the Participant’s employment with the TFC Group, that the preceding provisions are reasonable and necessary to protect the TFC Group’s legitimate business interests, and that they will not unreasonably interfere with the Participant’s ability to earn a living following the Participant’s separation from the TFC Group. Finally, the Participant agrees that, in the event the Participant breaches or threatens to breach these non-solicitation provision, such breach will cause irreparable harm and injury to the TFC Group and will leave the TFC Group with no adequate remedy at law, and (i) TFC or any member of the TFC Group who employed the Participant may seek equitable relief, without the necessity of posting a bond, in addition to monetary damages and any other appropriate relief; and (ii) the TFC Group will be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this provision.
(e)The Participant and TFC agree that if 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 the TFC Group 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 the TFC Group, including any restrictive covenants contained in such agreements.
10.Governing Law. This Agreement is 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. The waiver by TFC of a breach of any provision of the Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator will 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 Section 409A and federal securities laws) or as otherwise permitted under the Plan or this Agreement, and the Participant 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 will not be deemed to be the holder of any Shares subject to the Award and will 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 will be issued at the time of grant of the Award. Shares subject to the Award will 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 will be granted in connection with the Award, and the Award will not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan).
13.Withholding; Tax Matters; Fees.
(a)TFC or its Affiliate will report all income and prior to the delivery or transfer of Shares or any other benefit conferred under the Plan, the TFC Group or their agent will 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 the TFC Group to such authority for the account of such recipient. In accordance with procedures established by the Administrator (including 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 will 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 will 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)The TFC Group has made no warranties or representations to the Participant with respect to the tax consequences (including 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 any member of the TFC Group 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 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 to consult with the Participant’s own attorney, accountant, or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the TFC Group 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 will be paid by the Participant or other recipient. To the extent the Participant or other recipient is entitled to any cash payment from the TFC Group, the Participant 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 will 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, is vested in the Administrator, and the Administrator has 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 is final and binding on the parties hereto. Any references to the Administrator include its designee, to the extent permitted under the Plan.
15.Notices. Any and all notices under this Agreement will 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 Human Resources Information System.
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 will continue to 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 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 is not 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 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 will 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 will be deemed an original, but all of which together will constitute one instrument. The parties 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, any member of the TFC Group 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 any member of the TFC Group that is or becomes due and payable, and the Participant will be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset will 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 has authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the TFC Group, or the financial statements of the TFC Group, 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 in the Plan or this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements or policies adopted by the TFC Group, 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 will be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator in its sole discretion as necessary or advisable to comply with applicable law or any risk management requirements or policies adopted by the TFC Group; and (ii) in the event the Administrator determines that any legislation, regulation, or formal or informal guidance requires any compensation payable under the Plan (including the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award will be deferred, reduced, eliminated, paid in a different form, or subjected to vesting or other restrictions as determined by the Administrator to be required by such legislation, regulation, 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 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 the TFC Group; (b) extending the 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 any agency thereof) determines that any change to the Plan or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement or the Award will be automatically amended to incorporate such change, without further action of the Participant, and the Administrator will 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 any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects the TFC Group to any adverse tax consequences that the TFC Group is not otherwise subject to on the Grant Date because of, any current or future United States law, rule, regulation, or other authority, then this Agreement will automatically terminate effective as of the Grant Date and the Award will 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.
* * *
EXHIBIT A
TO
TRUIST FINANCIAL CORPORATION
2022 INCENTIVE PLAN
PERFORMANCE UNIT AWARD AGREEMENT
(Senior Executive)
January 1, 2026 through December 31, 2028 Performance Period – 2029 Payout
(c) The pre-established three- (3-) year Performance Period’s Performance Measures applicable to the Award and Levels of Achievement are as set forth below.
(d)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; and Wells Fargo & Company. The Peer Group is subject to adjustment by the Administrator in the event of mergers, acquisitions, consolidations, material divestitures, or insolvencies impacting members of the Peer Group during the Performance Period.
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 TFC as of the last day of the Performance Period.
2. Scored Performance Goals: If the Threshold Performance Goal is achieved, the Award payout for the Performance Period will then be determined by the Administrator based upon three additional Scored Performance Goals, each scored independently, then weighted and added together, as described below.
3. TFC Absolute Cumulative Adjusted Diluted Earnings Per Share (40% Weighting): The first Scored Performance Goal will be TFC absolute cumulative adjusted diluted earnings per share excluding ACL Reserve Dollar Changes (“TFC ACAEPS”) over the Performance Period, with the level of achievement (“Level of Achievement”), including threshold (“Threshold”), target (“Target”), and maximum (“Maximum”), for this Performance Goal determined pursuant to the following:
| | | | | | | | |
TFC ACAEPS |
Level of Achievement | Performance (TFC ACAEPS) | Payout Percent of Participant’s Total Award |
| Maximum | $15.00 | 60% |
| Target | $13.50 to $14.20 | 40% |
| Threshold (subject to EPS CAGR collar described below) | $11.00 | 20% |
Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Total Award” column above.
If the Threshold Level of Achievement for this Scored Performance Goal is not attained for the Performance Period, and TFC EPS Compound Annual Growth Rate (“EPS CAGR”) is more than 10 basis points below the median of EPS CAGR for the Peer Group over the Performance Period, there will not be an Award payout for this Scored Performance Goal. However, if the Threshold Level of Achievement for this Scored Performance Goal is not attained for the Performance Period, but TFC EPS CAGR is within 10 basis points or above the median of EPS CAGR for the Peer Group over the Performance Period, this Performance Goal will be scored at a Threshold Level of Achievement. For purposes of this Agreement, EPS CAGR means the three-year annualized percentage change to adjusted cumulative diluted earnings per share over the Performance Period.
4. TFC Absolute Adjusted Average ROTCE (40% Weighting): The second Scored Performance Goal will be TFC’s absolute adjusted average return on shareholders’ tangible common equity excluding ACL Reserve Dollar Changes over the Performance Period (“TFC Adjusted ROTCE”), with the Level of Achievement for this Performance Goal determined pursuant to the following:
| | | | | | | | |
TFC Adjusted ROTCE |
Level of Achievement | Performance (TFC Adjusted ROTCE) | Payout Percent of Participant’s Total Award |
| Maximum | 15.2% | 60% |
| Target | 14.2%-14.8% | 40% |
| Threshold (subject to EPS CAGR collar described below) | 11.5% | 20% |
Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Total Award” column above.
If the Threshold Level of Achievement for this Scored Performance Goal is not attained for the Performance Period, and EPS CAGR for TFC is more than 10 basis points below the median of EPS CAGR for the Peer Group over the Performance Period, there will not be an Award payout for this Scored Performance Goal. However, if the Threshold Level of Achievement for this Scored Performance Goal is not attained for the Performance Period, but EPS CAGR for TFC is within 10 basis points or above the median of EPS CAGR for the Peer Group over the Performance Period, this Performance Goal will be scored at a Threshold Level of Achievement.
5. Relative TSR (20% Weighting): The third Scored Performance Goal will be the percentile ranking of TFC’s Total Shareholder Return (“TSR”) for the Performance Period relative to the TSR for the Peer Group over the Performance Period, with the Level of Achievement for this Performance Goal determined pursuant to the following chart. “Relative TSR” means TFC’s TSR performance rank defined as a percentile for the Performance Period relative to the range of the Peer Group members’ TSR for the Performance Period.
| | | | | | | | |
Relative TSR |
Level of Achievement | Performance (Percentile Ranking of TFC TSR versus the Peer Group) | Payout Percent of Participant’s Total Award |
| Maximum | 75th Percentile | 30% |
| Target | 50th Percentile | 20% |
| Threshold | 25th Percentile | 10% |
Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Total Award” column above.
6. Calculation of TSR: TSR shall be determined by the Administrator in its discretion and in a manner intended to be consistent for TFC and each Peer Group member. TSR for TFC and each Peer Group member will be calculated based upon (i) the appreciation in the price per share of TFC’s Common Stock and the Peer Group members’ common stock, as applicable, during the Performance Period plus (ii) the value of dividends paid during the Performance Period on such stock (which dividends will be deemed to have been reinvested in such underlying stock). The beginning stock price for purposes of determining TSR shall be the average of the closing prices per share of the applicable company’s common stock for the twenty (20) trading days immediately preceding and ending on the last trading day of fiscal year 2025. The ending stock price for purposes of such calculation shall be the average of the closing prices per share of the applicable company’s common stock for the twenty (20) trading days immediately preceding and ending on the last trading day of the Performance Period. The same methodology shall be applied to TFC and each Peer Group member.
7. Adjustments: The purpose of setting levels for the Scored Performance Goals is to align the interests of management with those of TFC’s shareholders, to incent forward-looking and sustained performance, and to drive balanced risk-taking. TFC and its shareholders would not be well served by rewarding or penalizing management for items that impact TFC ACAEPS, EPS CAGR, TFC Adjusted ROTCE, or Relative TSR but that would not further the achievement of these goals.
As a result, for purposes of calculating the Scored Performance Goals and EPS CAGR, each of the following items may be excluded to the extent such item is material and was not taken into account in establishing the levels: the discrete impact of changes in U.S. federal tax law, gains or losses on the acquisition or divestiture of a business, significant restructuring program charges, merger- and acquisition-related expenses and 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 Federal Deposit Insurance Corporation, and any other items that are categorized as unusual and infrequent in nature, or applied as direct offset to another excluded item.
If the Administrator removes a peer bank from the Peer Group, such peer bank will be excluded from the assessment of EPS CAGR and the calculation of Relative TSR.
Adjustments for these excluded items (which may include adjustments to the “Performance” and “Payout Percent of Participant’s Total Award” values shown in the columns in sections 3, 4, or 5 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 United States generally accepted accounting principles and shall include adjustment for any recapitalization, split-up, spinoff, reorganization, restructuring or other similar corporate transaction.
8. Discretionary Decreases: The Administrator has the discretion to decrease Award payouts based on business factors, including industry conditions, performance relative to peers, regulatory developments, and changes in capital requirements.
9. Change of Control: If there is a Change of Control during the Performance Period, the Participant’s Award will be calculated as follows: provided that the Threshold Performance Goal 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 will be deemed to be met), Participant’s Award will be the sum of: (1) for completed calendar year(s) in the Performance Period prior to the Change of Control, an Award amount equal to (x) the Shares, multiplied by (y) a fraction, the numerator of which is the number of completed year(s) and the denominator of which is 3, multiplied by (z) the actual Level of Achievement for the Scored Performance Goals attained during such completed calendar year(s) as provided in this Exhibit A; and (2) for the remaining uncompleted calendar year(s) in the Performance Period, an Award amount equal to (x) the Shares, multiplied by (y) a fraction, the numerator of which is the number of uncompleted calendar year(s) and the denominator of which is 3, multiplied by (z) the Target Level of Achievement for the Scored Performance Goals. For the avoidance of doubt, a Change of Control will not, by itself, shorten the Performance Period.
TRUIST FINANCIAL CORPORATION
2022 INCENTIVE PLAN
LTIP Award Agreement
(Senior Executive)
| | | | | |
| Name of Participant: | #ParticipantName# |
| Grant Date: | #GrantDate# |
| Participant’s Target Percentage: | [Participant’s Target %] |
| Performance Period: | January 1, 2026, through December 31, 2028 |
THIS AGREEMENT (this “Agreement”), effective as of the “Grant Date” noted above, between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”), for itself and its Affiliates (referred to both collectively and individually as the “TFC Group”), and #ParticipantName#, an Employee (the “Participant”), is made pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended from time to time (the “Plan”).
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 acknowledged, THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:
1.Incorporation of Exhibit A and Plan. The rights and duties of the TFC Group and the Participant under this Agreement will in all respects be subject to and governed by the provisions of the Plan and the attached Exhibit A, the terms of which are incorporated into this Agreement by reference. If there is a conflict between this Agreement and the Plan, the Plan will govern. Unless otherwise provided, capitalized terms in this Agreement have the same definitions as set forth in the Plan.
2.Grant of Performance Award. TFC grants the Participant an LTIP Award (the “Award”) in accordance with the following provisions:
(a)Performance Period. The “Performance Period” for the Award is as set forth above.
(b)Performance Measures for Award. The pre-established Performance Measures and Levels of Achievement (each as defined in Exhibit A) applicable to the Award are set forth in Exhibit A.
3.Vesting of Award. The Award is unvested at grant. Subject to the terms of this Agreement (including Sections 2, 4, and 5), the Award will be one hundred percent (100%) vested and, to the extent any Award payout is determined by the Administrator, earned on March 15 of the year following the expiration of the Performance Period (the “Vesting Date”), provided that, prior to the Vesting Date, the Administrator may determine that all or any part of the Award will be cancelled or forfeited as a result of (i) a significant, negative risk outcome as a result of a corporate or individual action, (ii) TFC incurring an aggregate operating loss for the Performance
Period, or (iii) as otherwise permitted in this Agreement or the Plan. Vesting does not mean that the participant has a non-forfeitable right to the vested portion of the Award. The terms of this Agreement, including this Section 3 and Section 21, continue to apply to the Award. The Administrator has sole authority to determine whether and to what degree the Award has vested, been earned, and is payable, and to interpret the terms and conditions of this Agreement and the Plan.
4.Forfeiture of Award. Except as otherwise provided in this Section 4, if the Participant’s employment with the TFC Group terminates for any reason prior to the end of the Vesting Schedule, then the Award, to the extent not vested as of the Participant’s termination of employment date, will be forfeited immediately upon such termination, and the Participant will have no further rights with respect to the Award. The Administrator will have sole discretion to determine if a Participant’s rights have terminated, including the authority to determine the basis for the Participant’s termination of employment.
(a)Certain Terminations. Notwithstanding the preceding,
(i)Death or Disability. If the Participant’s employment with the TFC Group is terminated due to death or Disability, the Award will continue to be payable in accordance with this Agreement.
(ii)Involuntary Termination Without Cause, Good Reason, and Retirement. Except as set forth in Section 4(b)(i), if the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without “Cause” (as defined below) or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment agreement that applies to the Participant, or due to Retirement (as defined below), the Participant’s Award for the Performance Period will continue to be payable in accordance with this Agreement; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of a release of claims in favor of the TFC Group, including covenants not to solicit employees or clients of the TFC Group on terms generally applicable to similarly-situated executives (the “Release and Covenants Agreement”), within sixty (60) days following such termination, and if the Participant declines to execute, revokes, or fails to comply with the terms of the Release and Covenants Agreement, any unvested or unpaid portion of the Award will be forfeited. A termination will be for “Cause” if the termination of the Participant’s employment by the TFC Group is on account of the Participant’s (w) conviction or plea of guilty or nolo contendere to a felony; (x) dishonesty, theft, or embezzlement; (y) failure to substantially perform the Participant’s duties, or (z) material breach of any of the Participant’s obligations under any material written agreement or covenant the Participant has entered into with the TFC Group, under any material written policy, program, or code of the TFC Group that is applicable to the Participant, or of Participant’s duties to the TFC Group. The determination of whether termination is for Cause will be made by the Administrator, and its
determination will be final and conclusive. “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 5 years of service with the TFC Group.
(b)Change of Control.
(i)Impact of a Change of Control. If the Participant’s employment with the TFC Group is terminated (A) by the TFC Group without Cause or (B) by the Participant for “good reason” as defined in an employer-sponsored severance plan or employment or transition agreement that applies to the Participant, in each case within two (2) years following a Change of Control, the Performance Period will end as of the date of such termination, performance will be calculated as provided in Exhibit A, and payment will be made within two and one-half (2 ½) months following the later of the Change of Control or such termination; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of the Release and Covenants Agreement within sixty (60) days following such termination. For purposes of this Section 4(b)(i), the phrase “termination of employment” means a Separation from Service.
(ii)For purposes of this Section and Exhibit A, 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 the TFC Group, 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; (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 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.
5.Award Payout.
(a)The Award payout will be payable 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.
(b)Award payout will 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 on or as soon as practicable following the Vesting Date, and in any event within two and one-half (2 ½) months following the end of the Performance Period, or as otherwise set forth in Section (4)(b)(i) (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) will not have the right to designate the calendar year of payment). Notwithstanding the foregoing, TFC reserves the right to (i) suspend Award payout, or (ii) deliver the Award payout into an escrow account in connection with any investigation of whether any of the events that result in forfeiture under Sections 3 or 21 have occurred.
6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan will confer on the Participant any right to continue in the employment or service of the TFC Group or affect in any way the right of the TFC Group 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 will terminate upon termination of the employment or service of the Participant with the TFC Group. The grant of the Award does not create any obligation on the part of the TFC Group to grant any further awards. So long as the Participant continues to be an Employee of the TFC Group, the Award will not be affected by any change in the duties or position of the Participant.
7.Nontransferability of Award and Shares. The Award, and the right to any Award payout, will not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession, and any purported transfer will be null and void. 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, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit or recruit for employment, or encourage or support to leave employment with the TFC Group, on the Participant’s own behalf or that of any other person, any employee of the TFC Group (i) who performed work in the business unit in which the Participant last worked, (ii) with whom the Participant worked during the Participant’s employment with the TFC Group or
(iii) about whom the Participant came to know confidential information as a result of employment with the TFC Group, in each case within the twelve (12) months prior to the termination of Participant’s employment and who has not thereafter ceased to be employed by the TFC Group 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 advertisements or solicitations through newspapers, trade publications, periodicals, internet database, or recruiting or employment agencies, not specifically directed at employees of the TFC Group. The Participant acknowledges that by virtue of this provision, they are likewise restricted from being solicited or recruited for employment by current or former employees of the TFC Group also bound by a similar provision, directly or indirectly and knowingly consents to that restriction. This Section does not prohibit the Participant from responding to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, internet databases, or recruiting or employment agencies, not specifically directed at employees or consultants of the TFC Group.
(b)In consideration of the grant of this Award, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s customers with whom the Participant had material contact during employment with the TFC Group, for the purpose of conducting any business with them on behalf of any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group. The Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s third-party vendors with whom the Participant had material contact during employment with the TFC Group, for the purpose of diverting their business away from the TFC Group to any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group, or otherwise disrupting the TFC Group’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 vendor or customer of the TFC Group—such as by obtaining pricing and sales information. This provision does not prohibit the Participant from accepting as a vendor or client any person or entity who responds to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, or internet databases, not specifically directed at Business Partner, vendors or customers of the TFC Group.
(c)The Participant understands and agrees that nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group prohibits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any law or privilege to the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (a “Government Agency”) regarding possible legal violations, or from making disclosures that are required by the Bank Secrecy Act or other law without disclosure to the TFC Group. Likewise, nothing in the Plan, this Agreement, or any other agreement with policy of the TFC Group is intended to or will prevent, impede, or interfere with the Participant providing truthful testimony and information in the course of, or otherwise participating in, an investigation or proceeding conducted by a Government Agency in connection with the lawful exercise of the Government
Agency’s functions. Nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group, or otherwise requires the Participant to disclose to the TFC Group any communications the Participant may have had or information the Participant may have provided to any Government Agencies regarding possible legal violations.
(d)The Participant agrees that unique and proprietary knowledge and information has been and will be possessed by, disclosed to, or developed by the Participant in the course of the Participant’s employment with the TFC Group, that the preceding provisions are reasonable and necessary to protect the TFC Group’s legitimate business interests, and that they will not unreasonably interfere with the Participant’s ability to earn a living following the Participant’s separation from the TFC Group. Finally, the Participant agrees that, in the event the Participant breaches or threatens to breach these non-solicitation provision, such breach will cause irreparable harm and injury to the TFC Group and will leave the TFC Group with no adequate remedy at law, and (i) TFC or any member of the TFC Group who employed the Participant may seek equitable relief, without the necessity of posting a bond, in addition to monetary damages and any other appropriate relief; and (ii) the TFC Group will be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this provision.
(e)The Participant and TFC agree that if 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 the TFC Group 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 the TFC Group, including any restrictive covenants contained in such agreements.
10.Governing Law. This Agreement is 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. The waiver by TFC of a breach of any provision of the Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator will 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 Section 409A and federal securities laws) or as otherwise permitted under the Plan or this Agreement, and the Participant 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 will not be deemed to be the holder of any Shares subject to the Award and will 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 will be issued at the time of grant of the Award. If applicable, Shares subject to the Award will 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 will be granted in connection with the Award, and the Award will not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan).
13.Withholding; Tax Matters; Fees.
(a)TFC or its Affiliate will report all income and prior to the delivery or transfer of cash payment, Shares, or any other benefit conferred under the Plan, the TFC Group or their agent will 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 the TFC Group to such authority for the account of such recipient. In accordance with procedures established by the Administrator (including 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 will be satisfied by the withholding or sale of cash payment or Shares to which the Participant is entitled, and the number of Shares to be withheld or sold will 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)The TFC Group has made no warranties or representations to the Participant with respect to the tax consequences (including 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 any member of the TFC Group 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 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 to consult with the Participant’s own attorney, accountant, or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the TFC Group 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 will be paid by the Participant or other recipient. To the extent the Participant or other recipient is entitled to any cash payment from the TFC Group, the Participant 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 will 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, is vested in the Administrator, and the Administrator has 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 is final and binding on the parties hereto. Any references to the Administrator include its designee, to the extent permitted under the Plan.
15.Notices. Any and all notices under this Agreement will 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 Human Resources Information System.
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 will continue to 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 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 is not 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 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 will 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 will be deemed an original, but all of which together will constitute one instrument. The parties 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, any member of the TFC Group 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 any member of the TFC Group that is or becomes due and payable, and the Participant will be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset will 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 has authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the TFC Group, or the financial statements of the TFC Group, 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 in the Plan or this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements or policies adopted by the TFC Group, 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 will be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator in its sole discretion as necessary or advisable to comply with applicable law or any risk management requirements or policies adopted by the TFC Group; and (ii) in the event the Administrator determines that any legislation, regulation, or formal or informal guidance requires any compensation payable under the Plan (including the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award will be deferred, reduced, eliminated, paid in a different form, or subjected to vesting or other restrictions as determined by the Administrator to be required by such legislation, regulation, 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 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 the TFC Group; (b) extending the 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 any agency thereof) determines that any change to the Plan or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement or the Award will be automatically amended to incorporate such change, without further action of the Participant, and the Administrator will 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 any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects the TFC Group to any adverse tax consequences that the TFC Group is not otherwise subject to on the Grant Date because of, any current or future United States law, rule, regulation, or other authority, then this Agreement will automatically terminate effective as of the Grant Date and the Award will 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.
| | |
TRUIST FINANCIAL CORPORATION
By: ________________ |
|
PARTICIPANT
________________
<<First Name>> <<MI>> <<Last Name>> |
EXHIBIT A
TO
TRUIST FINANCIAL CORPORATION
2022 INCENTIVE PLAN
LTIP AWARD AGREEMENT
(Senior Executive)
January 1, 2026 through December 31, 2028 Performance Period – 2029 Payout
The pre-established three- (3-) year Performance Period’s Performance Measures applicable to the Award and Levels of Achievement are as set forth below.
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; and Wells Fargo & Company. The Peer Group is subject to adjustment by the Administrator in the event of mergers, acquisitions, consolidations, material divestitures, or insolvencies impacting members of the Peer Group during the Performance Period.
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 TFC as of the last day of the Performance Period.
2. Scored Performance Goals: If the Threshold Performance Goal is achieved, the Award payout for the Performance Period will then be determined by the Administrator based upon three additional Scored Performance Goals, each scored independently, then weighted and added together, as described below.
3. TFC Absolute Cumulative Adjusted Diluted Earnings Per Share (40% Weighting): The first Scored Performance Goal will be TFC absolute cumulative adjusted diluted earnings per share excluding ACL Reserve Dollar Changes (“TFC ACAEPS”) over the Performance Period, with the level of achievement (“Level of Achievement”), including threshold (“Threshold”), target (“Target”), and maximum (“Maximum”), for this Performance Goal determined pursuant to the following:
| | | | | | | | |
TFC ACAEPS |
Level of Achievement | Performance (TFC ACAEPS) | Payout Percent of Participant’s Total Award |
| Maximum | $15.00 | 60% |
| Target | $13.50 to $14.20 | 40% |
| Threshold (subject to EPS CAGR collar described below) | $11.00 | 20% |
Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Total Award” column above.
If the Threshold Level of Achievement for this Scored Performance Goal is not attained for the Performance Period, and TFC EPS Compound Annual Growth Rate (“EPS CAGR”) is more
than 10 basis points below the median of EPS CAGR for the Peer Group over the Performance Period, there will not be an Award payout for this Scored Performance Goal. However, if the Threshold Level of Achievement for this Scored Performance Goal is not attained for the Performance Period, but TFC EPS CAGR is within 10 basis points or above the median of EPS CAGR for the Peer Group over the Performance Period, this Performance Goal will be scored at a Threshold Level of Achievement. For purposes of this Agreement, EPS CAGR means the three-year annualized percentage change to adjusted cumulative diluted earnings per share over the Performance Period.
4. TFC Absolute Adjusted Average ROTCE (40% Weighting): The second Scored Performance Goal will be TFC’s absolute adjusted average return on shareholders’ tangible common equity excluding ACL Reserve Dollar Changes over the Performance Period (“TFC Adjusted ROTCE”), with the Level of Achievement for this Performance Goal determined pursuant to the following:
| | | | | | | | |
TFC Adjusted ROTCE |
Level of Achievement | Performance (TFC Adjusted ROTCE) | Payout Percent of Participant’s Total Award |
| Maximum | 15.2% | 60% |
| Target | 14.2%-14.8% | 40% |
| Threshold (subject to EPS CAGR collar described below) | 11.5% | 20% |
Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Total Award” column above.
If the Threshold Level of Achievement for this Scored Performance Goal is not attained for the Performance Period, and EPS CAGR for TFC is more than 10 basis points below the median of EPS CAGR for the Peer Group over the Performance Period, there will not be an Award payout for this Scored Performance Goal. However, if the Threshold Level of Achievement for this Scored Performance Goal is not attained for the Performance Period, but EPS CAGR for TFC is within 10 basis points or above the median of EPS CAGR for the Peer Group over the Performance Period, this Performance Goal will be scored at a Threshold Level of Achievement.
5. Relative TSR (20% Weighting): The third Scored Performance Goal will be the percentile ranking of TFC’s Total Shareholder Return (“TSR”) for the Performance Period relative to the TSR for the Peer Group over the Performance Period, with the Level of Achievement for this Performance Goal determined pursuant to the following chart. “Relative TSR” means TFC’s TSR performance rank defined as a percentile for the Performance Period relative to the range of the Peer Group members’ TSR for the Performance Period.
| | | | | | | | |
Relative TSR |
Level of Achievement | Performance (Percentile Ranking of TFC TSR versus the Peer Group) | Payout Percent of Participant’s Total Award |
| Maximum | 75th Percentile | 30% |
| | | | | | | | |
| Target | 50th Percentile | 20% |
| Threshold | 25th Percentile | 10% |
Straight line interpolation will be used to calculate payout percentages not specifically listed in the “Payout Percent of Participant’s Total Award” column above.
6. Calculation of TSR: TSR shall be determined by the Administrator in its discretion and in a manner intended to be consistent for TFC and each Peer Group member. TSR for TFC and each Peer Group member will be calculated based upon (i) the appreciation in the price per share of TFC’s Common Stock and the Peer Group members’ common stock, as applicable, during the Performance Period plus (ii) the value of dividends paid during the Performance Period on such stock (which dividends will be deemed to have been reinvested in such underlying stock). The beginning stock price for purposes of determining TSR shall be the average of the closing prices per share of the applicable company’s common stock for the twenty (20) trading days immediately preceding and ending on the last trading day of fiscal year 2025. The ending stock price for purposes of such calculation shall be the average of the closing prices per share of the applicable company’s common stock for the twenty (20) trading days immediately preceding and ending on the last trading day of the Performance Period. The same methodology shall be applied to TFC and each Peer Group member.
7. Adjustments: The purpose of setting levels for the Scored Performance Goals is to align the interests of management with those of TFC’s shareholders, to incent forward-looking and sustained performance, and to drive balanced risk-taking. TFC and its shareholders would not be well served by rewarding or penalizing management for items that impact TFC ACAEPS, EPS CAGR, TFC Adjusted ROTCE, or Relative TSR but that would not further the achievement of these goals.
As a result, for purposes of calculating the Scored Performance Goals and EPS CAGR, each of the following items may be excluded to the extent such item is material and was not taken into account in establishing the levels: the discrete impact of changes in U.S. federal tax law, gains or losses on the acquisition or divestiture of a business, significant restructuring program charges, merger- and acquisition-related expenses and 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 Federal Deposit Insurance Corporation, and any other items that are categorized as unusual and infrequent in nature, or applied as direct offset to another excluded item.
If the Administrator removes a peer bank from the Peer Group, such peer bank will be excluded from the assessment of EPS CAGR and the calculation of Relative TSR.
Adjustments for these excluded items (which may include adjustments to the “Performance” and “Payout Percent of Participant’s Total Award” values shown in the columns in sections 3, 4, or 5 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 United States generally accepted accounting principles and shall include adjustment for any recapitalization, split-up, spinoff, reorganization, restructuring or other similar corporate transaction.
8. Discretionary Decreases: The Administrator has the discretion to decrease Award payouts based on business factors, including industry conditions, performance relative to peers, regulatory developments, and changes in capital requirements.
9. 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 will be calculated as follows: provided that the Threshold Performance Goal 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 will be deemed to be met), Participant’s Award will be the sum of: (1) for completed calendar year(s) in the Performance Period prior to the Change of Control, an Award amount calculated by (x) multiplying the Averaged Base Salary by the Participant’s Target Percentage, further multiplied by (y) a fraction, the numerator of which is the number of completed year(s) and the denominator of which is 3, further multiplied by (z) the actual Level of Achievement for the Scored Performance Goals attained during such completed calendar year(s) as provided in this Exhibit A; and (2) for the remaining uncompleted calendar year(s) in the Performance Period, an Award amount calculated by (x) multiplying the Averaged Base Salary by the Participant’s Target Percentage, further multiplied by (y) a fraction, the numerator of which is the number of uncompleted calendar year(s) and the denominator of which is 3, further multiplied by (z) the Target Level of Achievement for the Scored Performance Goals. For the avoidance of doubt, a Change of Control will not, by itself, shorten the Performance Period.
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 1, 2026
| | |
| /s/ William H. Rogers Jr. |
| William H. Rogers Jr. |
| Chairman and Chief Executive Officer |
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 1, 2026
| | |
| /s/ Michael B. Maguire |
| Michael B. Maguire |
| Senior Executive Vice President and |
| Chief Financial Officer |
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, 2026 (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 1, 2026
| | |
| /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.