TFC 10-K & 10-Q changes, risk factors and insider trading
Truist Financial Corp. (also TFC-PI, TFC-PO, TFC-PR) · NYSE · National Commercial Banks · CIK 92230 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “•Changes in interest rates have affected our net interest income and other financial results in the past and could in the future adversely affect us.”
New heading “•The Company’s hedging strategies may not be successful in mitigating our interest rate, foreign exchange, and market risks, which could adversely affect our results of operations and financial condition.”
New heading “•The Company faces risks associated with the privacy, quality, availability, and retention of key data for operational, strategic, regulatory, and compliance purposes.”
New heading “•Truist faces substantial risks in safeguarding personal and other sensitive information, which may negatively impact the Company’s business, financial condition, results of operations, prospects, or reputation.”
New heading “•The use of AI in our products and services, as well as our business and the industry more broadly, may negatively impact our business, operations, financial condition, results of operations, prospects, and reputation.”
New heading “•Truist relies on third parties to support key components of the Company’s business and operational infrastructure, and their failure to perform to our standards or our failure to appropriately assess and manage these relationships could adversely affect us.”
New heading “•The Company’s risk and control framework may fail to identify, assess, monitor, and mitigate the risks we face and cause us to suffer unexpected losses that could adversely affect our business, financial condition, results of operations, prospects, and reputation.”
New heading “•Truist can be negatively affected if it fails to identify and address operational and compliance risks associated with the introduction of or changes to products, services, and delivery platforms.”
New heading “•Truist is subject to risks related to originating and selling loans, including repurchase and indemnification obligations, which may adversely affect our business, results of operations, and financial condition.”
New heading “•Truist faces loan servicing risks that could adversely impact the Company’s business, operations, liquidity, and results of operations.”
New heading “Compliance, Regulatory, and Legal Risks”
New heading “•The Company may incur damages, fines, and penalties and face other negative consequences from supervisory actions and regulatory or other legal violations, including inadvertent or unintentional violations.”
New heading “•Pending or threatened legal proceedings and other matters may adversely affect the Company’s business, financial condition, results of operations, prospects, and reputation.”
New heading “•Regulatory capital and liquidity standards applicable to large banking organizations and future revisions to existing standards may negatively impact our business, financial results, financial condition, growth, profitability, or our ability to return capital to shareholders.”
New heading “•Differences in, or changes to, regulation and supervision and industry disruption can affect the Company’s ability to compete effectively, which may adversely affect our business, financial condition, financial results, or growth.”
New heading “•Truist faces risks of non-compliance and may incur additional operational and compliance costs under laws relating to anti-money laundering, economic sanctions, embargo programs, anti-bribery, and anti-corruption.”
New heading “•Ineffective execution of strategic initiatives could adversely affect investor sentiment and the Company’s business, financial condition, results of operations, prospects, and reputation.”
New heading “•Competition may reduce Truist’s client base or cause Truist to modify the pricing or other terms for products and services, or require significant investments to maintain competitiveness, which could have an adverse impact on our business and financial results.”
New heading “•Acquisitions, mergers, and divestitures introduce a broad range of anticipated and unanticipated risks, including unforeseen or negative consequences from supervisory or regulatory action that may limit Truist’s ability to pursue and complete them, which may impair the Company’s ability to expand or grow its client base, or execute on its strategic initiatives and compete effectively.”
New heading “•Truist has businesses other than banking that are subject to a variety of risks that may affect our financial condition and results of operations.”
New heading “•Truist’s business and operations rely significantly on the use of models, and any deficiencies in the design, implementation, or use of models could adversely affect our business, results of operations, and financial condition.”
New heading “•Truist employs estimates and assumptions to determine the value or amount of many of our assets and liabilities, and if these estimates or assumptions prove inaccurate, our business, financial condition, results of operations, and prospects could be adversely affected.”
New heading “Additional Risks”
New heading “•Negative public opinion, whether or not warranted, could damage the Company’s brand in the market and relationships with stakeholders, and adversely impact our business, financial condition, results of operations, and prospects.”
New heading “•The Company relies on its ability, and the ability of key external parties, to maintain appropriately staffed workforces and on the competence, trustworthiness, health, and safety of teammates.”
New heading “•Physical, transition, and other risks associated with climate change, together with governmental responses to such risks, may negatively impact our business, financial condition, operations, reputation, and clients.”
New heading “Changes in interest rates have affected our net interest income and other financial results in the past and could in the future adversely affect us.”
New heading “The Company’s hedging strategies may not be successful in mitigating our interest rate, foreign exchange, and market risks, which could adversely affect our results of operations and financial condition.”
New heading “The Parent Company relies on dividends from Truist Bank for its liquidity needs, the payment of which is limited by statutes and regulations, and the Parent Company could have less access to funding sources and its liquidity could be constrained if Truist Bank becomes unable to pay dividends.”
New heading “The Company faces risks associated with the privacy, quality, availability, and retention of key data for operational, strategic, regulatory, and compliance purposes.”
New heading “Truist faces substantial risks in safeguarding personal and other sensitive information, which may negatively impact the Company’s business, financial condition, results of operations, prospects, or reputation.”
New heading “The use of AI in our products and services, as well as our business and the industry more broadly, may negatively impact our business, operations, financial condition, results of operations, prospects, and reputation.”
New heading “Truist relies on third parties to support key components of the Company’s business and operational infrastructure, and their failure to perform to our standards or our failure to appropriately assess and manage these relationships could adversely affect us.”
New heading “The Company’s risk and control framework may fail to identify, assess, monitor, and mitigate the risks we face and cause us to suffer unexpected losses that could adversely affect our business, financial condition, results of operations, prospects, and reputation.”
New heading “Truist can be negatively affected if it fails to identify and address operational and compliance risks associated with the introduction of or changes to products, services, and delivery platforms.”
New heading “Truist is subject to risks related to originating and selling loans, including repurchase and indemnification obligations, which may adversely affect our business, results of operations, and financial condition.”
New heading “Truist faces loan servicing risks that could adversely impact the Company’s business, operations, liquidity, and results of operations.”
New heading “Compliance, Regulatory, and Legal Risks”
New heading “The Company may incur damages, fines, and penalties and face other negative consequences from supervisory actions and regulatory or other legal violations, including inadvertent or unintentional violations.”
New heading “Regulatory capital and liquidity standards applicable to large banking organizations and future revisions to existing standards may negatively impact our business, financial results, financial condition, growth, profitability, or our ability to return capital to shareholders.”
New heading “Differences in, or changes to, regulation and supervision and industry disruption can affect the Company’s ability to compete effectively, which may adversely affect our business, financial condition, financial results, or growth.”
New heading “Truist faces risks of non-compliance and may incur additional operational and compliance costs under laws relating to anti-money laundering, economic sanctions, embargo programs, anti-bribery, and anti-corruption.”
New heading “Truist’s business and operations rely significantly on the use of models, and any deficiencies in the design, implementation, or use of models could adversely affect our business, results of operations, and financial condition.”
New heading “Truist employs estimates and assumptions to determine the value or amount of many of our assets and liabilities, and if these estimates or assumptions prove inaccurate, our business, financial condition, results of operations, and prospects could be adversely affected.”
New heading “The Company is at risk of losses from fraud which could result in financial loss and reputational harm.”
New heading “Physical, transition, and other risks associated with climate change, together with governmental responses to such risks, may negatively impact our business, financial condition, operations, reputation, and clients.”
New heading “Natural disasters, pandemics, extreme weather events, and other catastrophic events could adversely affect our financial condition and results of operations.”
Removed heading “•The levels of or changes in interest rates could adversely affect our results of operations and financial condition.”
Removed heading “•The Company’s hedging strategies may not be successful in mitigating our interest rate, foreign exchange, and market risks, which could adversely affect our financial results.”
Removed heading “•The Company faces risks associated with the quality, availability, and retention of key data for operational, strategic, regulatory, and compliance purposes.”
Removed heading “•Physical, transition, and other risks associated with climate change, together with governmental responses to them, may negatively impact our business, operations, reputation, and clients.”
Removed heading “Compliance Risks”
Removed heading “•Regulatory capital and liquidity standards and future revisions to them may negatively impact our business and financial results.”
Removed heading “•Truist is subject to risks related to originating and selling loans, including repurchase and indemnification obligations.”
Removed heading “•Truist faces risks as a servicer of loans.”
Removed heading “•Truist faces substantial risks in safeguarding personal and other sensitive information.”
Removed heading “•Differences in regulation and supervision can affect the Company’s ability to compete effectively.”
Removed heading “Regulatory and Legal Risks”
Removed heading “•The Company may incur damages, fines, penalties, and other negative consequences from past, current, or future supervisory actions and regulatory or other legal violations, including inadvertent or unintentional violations.”
Removed heading “•Pending or threatened legal proceedings and other matters may adversely affect the Company’s business, financial condition, results of operations, and reputation.”
Removed heading “•Ineffective execution of strategic initiatives could adversely affect investor sentiment and our business and financial results.”
Removed heading “•Competition may reduce Truist’s client base or cause Truist to modify the pricing or other terms for products and services, which could have an adverse impact on our business and financial results.”
Removed heading “•Acquisitions, mergers, and divestitures introduce a broad range of anticipated and unanticipated risks, including unforeseen or negative consequences from supervisory or regulatory action that may limit Truist’s ability to pursue and complete them.”
Removed heading “•Truist has businesses other than banking that are subject to a variety of risks.”
Removed heading “Reputational Risks”
Removed heading “•Negative public opinion, whether real or perceived, or our failure to successfully manage it could damage the Company’s reputation and adversely impact our business, financial condition, results of operations, and prospects.”
Removed heading “Talent Management Risks”
Removed heading “•The Company’s operations rely on its ability, and the ability of key external parties, to maintain appropriately staffed workforces and on the competence, trustworthiness, health, and safety of teammates.”
Removed heading “•Our business and operations make extensive use of models, and we could be adversely affected if our design, implementation, or use of models is flawed.”
Removed heading “•We use estimates and assumptions in determining the value or amount of many of our assets and liabilities, and our business, financial condition, results of operations, and prospects could be adversely affected if these prove to be incorrect.”
Removed heading “Operational Risks”
Removed heading “•Truist relies extensively on third parties to provide key components of the Company’s business infrastructure, and their failure to perform to our standards or our failure to appropriately assess and manage these relationships could adversely affect us.”
Removed heading “•The Company’s risk management framework may fail to identify and manage the risks that we face.”
Removed heading “•In deciding whether to extend credit or enter into other transactions with clients and counterparties, Truist depends on the accuracy and completeness of information about clients and counterparties, and Truist could be negatively impacted if the information is not accurate or complete.”
Removed heading “•Truist can be negatively affected if it fails to identify and address operational risks associated with the introduction of or changes to products, services, and delivery platforms.”
Removed heading “The levels of or changes in interest rates could adversely affect our results of operations and financial condition.”
Removed heading “The Company’s hedging strategies may not be successful in mitigating our interest rate, foreign exchange, and market risks, which could adversely affect our financial results.”
Removed heading “The Parent Company could have less access to funding sources and its liquidity could be constrained if the Bank becomes unable to pay dividends.”
Removed heading “The Company faces risks associated with the quality, availability, and retention of key data for operational, strategic, regulatory, and compliance purposes.”
Removed heading “Other External Risks”
Removed heading “Physical, transition, and other risks associated with climate change, together with governmental responses to them, may negatively impact our business, operations, reputation, and clients.”
Removed heading “The Company is at risk of increased losses from fraud.”
Removed heading “Natural disasters, pandemics, and other catastrophic events could adversely impact us.”
Removed heading “Regulatory capital and liquidity standards and future revisions to them may negatively impact our business and financial results.”
Removed heading “Truist is subject to risks related to originating and selling loans, including repurchase and indemnification obligations.”
Removed heading “Truist faces risks as a servicer of loans.”
Removed heading “Truist faces substantial risks in safeguarding personal and other sensitive information.”
Removed heading “Differences in regulation and supervision can affect the Company’s ability to compete effectively.”
Removed heading “Regulatory and Legal Risks”
Removed heading “The Company may incur damages, fines, penalties, and other negative consequences from past, current, or future supervisory actions and regulatory or other legal violations, including inadvertent or unintentional violations.”
Removed heading “Talent Management Risks”
Removed heading “Our business and operations make extensive use of models, and we could be adversely affected if our design, implementation, or use of models is flawed.”
Removed heading “We use estimates and assumptions in determining the value or amount of many of our assets and liabilities, and our business, financial condition, results of operations, and prospects could be adversely affected if these prove to be incorrect.”
Removed heading “Operational Risks”
Removed heading “Truist relies extensively on third parties to provide key components of the Company’s business infrastructure, and their failure to perform to our standards or our failure to appropriately assess and manage these relationships could adversely affect us.”
Removed heading “The Company’s risk management framework may fail to identify and manage the risks that we face.”
Removed heading “In deciding whether to extend credit or enter into other transactions with clients and counterparties, Truist depends on the accuracy and completeness of information about clients and counterparties, and Truist could be negatively impacted if the information is not accurate or complete.”
Removed heading “Truist can be negatively affected if it fails to identify and address operational risks associated with the introduction of or changes to products, services, and delivery platforms.”
Largest changes
“A successful penetration or circumvention of system or network security could cause serious negative consequences, including loss of clients and business opportunities; costs associated with maintaining business relationships after a cyberattack or security breach; significant disruption to the Company’s operations and business; misappropriation, exposure or destruction of the Company’s confidential, proprietary, and other sensitive information, including personal information, and funds and those of the Company’s clients; …”see in full comparison
“When Truist launches a new product or service, introduces a new platform for the delivery or distribution of products or services (including mobile connectivity, electronic trading and cloud computing), acquires or invests in a business or makes changes to an existing product, service or delivery platform, it may not fully appreciate or identify new operational risks that may arise from those changes, or may fail to implement adequate controls to mitigate the risks associated with those changes. …”see in full comparison
“Truist must comply with laws and regulations relating to AML, economic sanctions, embargo programs, and anti-corruption, which can increase its risks of non-compliance and costs associated with the implementation and maintenance of complex compliance programs. …”see in full comparison
“When Truist launches a new product or service (including digital offerings), introduces a new platform for the delivery or distribution of products or services (including mobile connectivity, electronic trading, and cloud computing), acquires or invests in a business or makes changes to an existing product, service, or delivery platform, it may not fully appreciate or identify new operational and compliance risks that may arise from those changes or may fail to implement adequate controls to mitigate the risks associated with those changes. …”see in full comparison
“Increased and evolving activity perpetrated by bad actors intending to defraud, misappropriate property, or circumvent the law using different channels, products, and means may outpace and outmaneuver the Truist control environment and monitoring activities impacting clients, teammates, and stakeholders. Fraud attacks in the banking sector have surged in recent years, driven by increasingly sophisticated and rapid techniques. …”see in full comparison
“A successful penetration or circumvention of the security for our applications, operating systems, or infrastructure or those of third parties could cause serious negative consequences, including loss of clients and business opportunities; costs associated with maintaining client and business relationships after a cyber-attack or security breach; a loss of investor confidence; significant disruption to the Company’s operations and business; …”see in full comparison
Full comparison: every changed paragraph (291)
•The levels of or changes in interest rates could adversely affect our results of operations and financial condition.
•The Company’s hedging strategies may not be successful in mitigating our interest rate, foreign exchange, and market risks, which could adversely affect our financial results.
•FinancialOur financial results, lending,the value of loans and debt securities we hold, and lending and other business activities couldhave in the past, and may in the future, be adversely affected by weak or deteriorating economic conditions.
•Changes in interest rates have affected our net interest income and other financial results in the past and could in the future adversely affect us.
•The Company’s hedging strategies may not be successful in mitigating our interest rate, foreign exchange, and market risks, which could adversely affect our results of operations and financial condition.
•The Company could have more credit risk and higher credit losses if our underwriting standards and practices are inadequate, we adopt more liberal underwriting standards for competitive or other reasons, information provided to us by clients and counterparties is inaccurate, or our concentration and other risk limits are not well calibrated.well-calibrated.
•The Parent Company relies on dividends from Truist Bank for its liquidity needs, the payment of which is limited by statutes and regulations, and the Parent Company could have less access to funding sources and its liquidity could be constrained if theTruist Bank becomes unable to pay dividends.
Technology and Data Risks
•The Company’s applications, operating systemssystems, and infrastructure, as well as operational capabilities managed or supplied by third parties on whom we rely, could fail or be interrupted, which could disrupt the Company’s business and adversely impact the Company’s business, operations, financial condition, prospects, and reputation,reputation and cause significant legal and financial exposure.
•Truist is heavily reliant on technology, and a failure to effectively anticipate, develop, and implement new or enhanced technology could negatively impact our financial results, business, operations, security, or security.ability to compete effectively.
•The Company faces risks associated with the quality, availability, and retention of key data for operational, strategic, regulatory, and compliance purposes.
•The Company and its suppliersclients, suppliers, service providers, and serviceother providersthird parties face a wide array of cybersecurity risks, which could result in the loss, alteration, or disclosure of confidential, proprietary, personal, and other sensitive information; adversely impact the Company’s business, operations, financial condition, results of operations, prospects, and reputation; and cause significant legal and financial exposure.
•The Company faces risks associated with the privacy, quality, availability, and retention of key data for operational, strategic, regulatory, and compliance purposes.
•Truist faces substantial risks in safeguarding personal and other sensitive information, which may negatively impact the Company’s business, financial condition, results of operations, prospects, or reputation.
•The use of AI in our products and services, as well as our business and the industry more broadly, may negatively impact our business, operations, financial condition, results of operations, prospects, and reputation.
Truist Financial Corporation 19
Other ExternalOperational Risks
•Truist relies on third parties to support key components of the Company’s business and operational infrastructure, and their failure to perform to our standards or our failure to appropriately assess and manage these relationships could adversely affect us.
•The Company’s risk and control framework may fail to identify, assess, monitor, and mitigate the risks we face and cause us to suffer unexpected losses that could adversely affect our business, financial condition, results of operations, prospects, and reputation.
•Truist can be negatively affected if it fails to identify and address operational and compliance risks associated with the introduction of or changes to products, services, and delivery platforms.
•Truist is subject to risks related to originating and selling loans, including repurchase and indemnification obligations, which may adversely affect our business, results of operations, and financial condition.
•Truist faces loan servicing risks that could adversely impact the Company’s business, operations, liquidity, and results of operations.
Compliance, Regulatory, and Legal Risks
•The Company may incur damages, fines, and penalties and face other negative consequences from supervisory actions and regulatory or other legal violations, including inadvertent or unintentional violations.
•Pending or threatened legal proceedings and other matters may adversely affect the Company’s business, financial condition, results of operations, prospects, and reputation.
•Regulatory capital and liquidity standards applicable to large banking organizations and future revisions to existing standards may negatively impact our business, financial results, financial condition, growth, profitability, or our ability to return capital to shareholders.
•Differences in, or changes to, regulation and supervision and industry disruption can affect the Company’s ability to compete effectively, which may adversely affect our business, financial condition, financial results, or growth.
•Truist faces risks of non-compliance and may incur additional operational and compliance costs under laws relating to anti-money laundering, economic sanctions, embargo programs, anti-bribery, and anti-corruption.
•Ineffective execution of strategic initiatives could adversely affect investor sentiment and the Company’s business, financial condition, results of operations, prospects, and reputation.
•Competition may reduce Truist’s client base or cause Truist to modify the pricing or other terms for products and services, or require significant investments to maintain competitiveness, which could have an adverse impact on our business and financial results.
•Acquisitions, mergers, and divestitures introduce a broad range of anticipated and unanticipated risks, including unforeseen or negative consequences from supervisory or regulatory action that may limit Truist’s ability to pursue and complete them, which may impair the Company’s ability to expand or grow its client base, or execute on its strategic initiatives and compete effectively.
•Truist has businesses other than banking that are subject to a variety of risks that may affect our financial condition and results of operations.
•Truist’s business and operations rely significantly on the use of models, and any deficiencies in the design, implementation, or use of models could adversely affect our business, results of operations, and financial condition.
•Truist employs estimates and assumptions to determine the value or amount of many of our assets and liabilities, and if these estimates or assumptions prove inaccurate, our business, financial condition, results of operations, and prospects could be adversely affected.
Additional Risks
•Negative public opinion, whether or not warranted, could damage the Company’s brand in the market and relationships with stakeholders, and adversely impact our business, financial condition, results of operations, and prospects.
•The Company relies on its ability, and the ability of key external parties, to maintain appropriately staffed workforces and on the competence, trustworthiness, health, and safety of teammates.
•Physical, transition, and other risks associated with climate change, together with governmental responses to them, may negatively impact our business, operations, reputation, and clients.
•The Company is at risk of increased losses from fraud.fraud which could result in financial loss and reputational harm.
•Physical, transition, and other risks associated with climate change, together with governmental responses to such risks, may negatively impact our business, financial condition, operations, reputation, and clients.
•Natural disasters, pandemics, extreme weather events, and other catastrophic events could adversely impactaffect us.our financial condition and results of operations.
Compliance Risks
•Regulatory capital and liquidity standards and future revisions to them may negatively impact our business and financial results.
•Truist is subject to risks related to originating and selling loans, including repurchase and indemnification obligations.
•Truist faces risks as a servicer of loans.
•Truist faces substantial risks in safeguarding personal and other sensitive information.
•Differences in regulation and supervision can affect the Company’s ability to compete effectively.
Regulatory and Legal Risks
•The Company may incur damages, fines, penalties, and other negative consequences from past, current, or future supervisory actions and regulatory or other legal violations, including inadvertent or unintentional violations.
•Pending or threatened legal proceedings and other matters may adversely affect the Company’s business, financial condition, results of operations, and reputation.
•Ineffective execution of strategic initiatives could adversely affect investor sentiment and our business and financial results.
•Competition may reduce Truist’s client base or cause Truist to modify the pricing or other terms for products and services, which could have an adverse impact on our business and financial results.
•Acquisitions, mergers, and divestitures introduce a broad range of anticipated and unanticipated risks, including unforeseen or negative consequences from supervisory or regulatory action that may limit Truist’s ability to pursue and complete them.
•Truist has businesses other than banking that are subject to a variety of risks.
Reputational Risks
•Negative public opinion, whether real or perceived, or our failure to successfully manage it could damage the Company’s reputation and adversely impact our business, financial condition, results of operations, and prospects.
Talent Management Risks
•The Company’s operations rely on its ability, and the ability of key external parties, to maintain appropriately staffed workforces and on the competence, trustworthiness, health, and safety of teammates.
•Our business and operations make extensive use of models, and we could be adversely affected if our design, implementation, or use of models is flawed.
•We use estimates and assumptions in determining the value or amount of many of our assets and liabilities, and our business, financial condition, results of operations, and prospects could be adversely affected if these prove to be incorrect.
Management's Discussion & Analysis (MD&A)
New heading “Forward-Looking Statements and Other Terms”
New heading “ITEM 1. BUSINESS”
New heading “Product and Services”
New heading “Purpose, Mission, and Values”
New heading “Regulatory and Supervisory Considerations”
New heading “Resolution Planning”
New heading “Enhanced Prudential Standards and Regulatory Tailoring Rules”
New heading “Capital Requirements”
New heading “Capital Planning and Stress Testing Requirements”
New heading “Liquidity Requirements”
New heading “Long-Term Debt and Clean Holding Company Requirements”
New heading “Payment of Dividends”
New heading “Prompt Corrective Action”
New heading “Transactions with Affiliates”
New heading “Other Safety and Soundness Regulations”
New heading “DIF Assessments”
New heading “Consumer Protection Laws”
New heading “BSA/AML and Sanctions”
New heading “Privacy, Data Protection, and Cybersecurity”
New heading “Automated Overdraft Payment Regulation”
New heading “Interchange Fees”
New heading “Regulatory Regime for Swaps”
New heading “Broker-Dealer and Investment Adviser Regulation”
New heading “Other Regulatory Matters”
New heading “Talent Practices”
New heading “Talent Development”
New heading “Compensation and Total Rewards”
New heading “Website Access to Truist’s Filings with the SEC”
New heading “Corporate Governance”
New heading “ITEM 1A. RISK FACTORS”
New heading “Summary of Risk Factors”
New heading “•Changes in monetary, fiscal, and other policies, and changes in the U.S. political environment, could adversely affect us.”
New heading “•Our financial results, the value of loans and debt securities we hold, and lending and other business activities have in the past, and may in the future, be adversely affected by weak or deteriorating economic conditions.”
New heading “•Geopolitical conditions, the outbreak or escalation of hostilities, acts or threats of terrorism, and related volatility and instability in global economic and market conditions could adversely affect us.”
New heading “•Changes in interest rates have affected our net interest income and other financial results in the past and could in the future adversely affect us.”
New heading “•The Company’s hedging strategies may not be successful in mitigating our interest rate, foreign exchange, and market risks, which could adversely affect our results of operations and financial condition.”
New heading “•The Company is subject to credit risk, and the Company’s allowance for credit losses may not be adequate to cover realized and future losses.”
New heading “•The Company could have more credit risk and higher credit losses if our underwriting standards and practices are inadequate, we adopt more liberal underwriting standards for competitive or other reasons, information provided to us by clients and counterparties is inaccurate, or our concentration and other risk limits are not well-calibrated.”
New heading “•The Company may suffer losses if the value of collateral declines in weak, deteriorating, or stressed economic or market conditions.”
New heading “Liquidity Risks”
New heading “•Our inability to retain and grow deposits or a change in deposit costs or mix could negatively impact our funding strategy and financial results.”
New heading “•Truist’s liquidity could be impaired by an inability to access short-term funding, an unforeseen outflow of cash, or an inability to monetize liquid assets.”
New heading “•A disruption in our access to the mortgage secondary market and GSEs for liquidity could negatively affect us.”
New heading “•The Company’s cost of funding or access to the banking and capital markets could be adversely affected if our credit ratings are downgraded or otherwise fail to meet investor expectations.”
New heading “•The Parent Company relies on dividends from Truist Bank for its liquidity needs, the payment of which is limited by statutes and regulations, and the Parent Company could have less access to funding sources and its liquidity could be constrained if Truist Bank becomes unable to pay dividends.”
New heading “•The financial system is highly interrelated, and financial or systemic shocks or the failure of even a single financial institution or other participant in the financial system could adversely impact us.”
New heading “Technology and Data Risks”
New heading “•The Company’s applications, operating systems, and infrastructure, as well as operational capabilities managed or supplied by third parties on whom we rely, could fail or be interrupted, which could adversely impact the Company’s business, operations, financial condition, prospects, and reputation and cause significant legal and financial exposure.”
New heading “•Truist is heavily reliant on technology, and a failure to effectively anticipate, develop, and implement new or enhanced technology could negatively impact our financial results, business, operations, security, or ability to compete effectively.”
New heading “•The Company and its clients, suppliers, service providers, and other third parties face a wide array of cybersecurity risks, which could result in the loss, alteration, or disclosure of confidential, proprietary, personal, and other sensitive information; adversely impact the Company’s business, operations, financial condition, results of operations, prospects, and reputation; and cause significant legal and financial exposure.”
New heading “•The Company faces risks associated with the privacy, quality, availability, and retention of key data for operational, strategic, regulatory, and compliance purposes.”
New heading “•Truist faces substantial risks in safeguarding personal and other sensitive information, which may negatively impact the Company’s business, financial condition, results of operations, prospects, or reputation.”
New heading “•The use of AI in our products and services, as well as our business and the industry more broadly, may negatively impact our business, operations, financial condition, results of operations, prospects, and reputation.”
New heading “Operational Risks”
New heading “•Truist relies on third parties to support key components of the Company’s business and operational infrastructure, and their failure to perform to our standards or our failure to appropriately assess and manage these relationships could adversely affect us.”
New heading “•The Company’s risk and control framework may fail to identify, assess, monitor, and mitigate the risks we face and cause us to suffer unexpected losses that could adversely affect our business, financial condition, results of operations, prospects, and reputation.”
New heading “•Truist can be negatively affected if it fails to identify and address operational and compliance risks associated with the introduction of or changes to products, services, and delivery platforms.”
New heading “•Truist is subject to risks related to originating and selling loans, including repurchase and indemnification obligations, which may adversely affect our business, results of operations, and financial condition.”
New heading “•Truist faces loan servicing risks that could adversely impact the Company’s business, operations, liquidity, and results of operations.”
New heading “Compliance, Regulatory, and Legal Risks”
New heading “•Truist is subject to extensive and evolving government regulation and supervision, which could adversely affect our business, financial condition, results of operations, and prospects.”
New heading “•The Company may incur damages, fines, and penalties and face other negative consequences from supervisory actions and regulatory or other legal violations, including inadvertent or unintentional violations.”
New heading “•Pending or threatened legal proceedings and other matters may adversely affect the Company’s business, financial condition, results of operations, prospects, and reputation.”
New heading “•Regulatory capital and liquidity standards applicable to large banking organizations and future revisions to existing standards may negatively impact our business, financial results, financial condition, growth, profitability, or our ability to return capital to shareholders.”
New heading “•Differences in, or changes to, regulation and supervision and industry disruption can affect the Company’s ability to compete effectively, which may adversely affect our business, financial condition, financial results, or growth.”
New heading “•Truist faces risks of non-compliance and may incur additional operational and compliance costs under laws relating to anti-money laundering, economic sanctions, embargo programs, anti-bribery, and anti-corruption.”
New heading “Strategic Risks”
New heading “•Ineffective execution of strategic initiatives could adversely affect investor sentiment and the Company’s business, financial condition, results of operations, prospects, and reputation.”
New heading “•Competition may reduce Truist’s client base or cause Truist to modify the pricing or other terms for products and services, or require significant investments to maintain competitiveness, which could have an adverse impact on our business and financial results.”
New heading “•Acquisitions, mergers, and divestitures introduce a broad range of anticipated and unanticipated risks, including unforeseen or negative consequences from supervisory or regulatory action that may limit Truist’s ability to pursue and complete them, which may impair the Company’s ability to expand or grow its client base, or execute on its strategic initiatives and compete effectively.”
New heading “•Truist has businesses other than banking that are subject to a variety of risks that may affect our financial condition and results of operations.”
New heading “Risks Related to Estimates and Assumptions”
New heading “•Truist’s business and operations rely significantly on the use of models, and any deficiencies in the design, implementation, or use of models could adversely affect our business, results of operations, and financial condition.”
New heading “•Truist employs estimates and assumptions to determine the value or amount of many of our assets and liabilities, and if these estimates or assumptions prove inaccurate, our business, financial condition, results of operations, and prospects could be adversely affected.”
New heading “•Depressed market values for the Company’s stock and adverse economic conditions sustained over a period of time may require the Company to write down all or some portion of the Company’s goodwill.”
New heading “Additional Risks”
New heading “•Negative public opinion, whether or not warranted, could damage the Company’s brand in the market and relationships with stakeholders, and adversely impact our business, financial condition, results of operations, and prospects.”
New heading “•We could be harmed by an inability to attract, develop, retain, and motivate qualified teammates while effectively managing recruiting and compensation costs amid highly competitive and rapidly changing market conditions.”
New heading “•The Company relies on its ability, and the ability of key external parties, to maintain appropriately staffed workforces and on the competence, trustworthiness, health, and safety of teammates.”
New heading “•The Company is at risk of losses from fraud which could result in financial loss and reputational harm.”
New heading “•Physical, transition, and other risks associated with climate change, together with governmental responses to such risks, may negatively impact our business, financial condition, operations, reputation, and clients.”
New heading “•Natural disasters, pandemics, extreme weather events, and other catastrophic events could adversely affect our financial condition and results of operations.”
New heading “Changes in monetary, fiscal, and other policies, and changes in the U.S. political environment, could adversely affect us.”
New heading “Our financial results, the value of loans and debt securities we hold, and lending and other business activities have in the past, and may in the future, be adversely affected by weak or deteriorating economic conditions.”
New heading “Geopolitical conditions, the outbreak or escalation of hostilities, acts or threats of terrorism, and related volatility and instability in global economic and market conditions could adversely affect us.”
New heading “Changes in interest rates have affected our net interest income and other financial results in the past and could in the future adversely affect us.”
New heading “The Company’s hedging strategies may not be successful in mitigating our interest rate, foreign exchange, and market risks, which could adversely affect our results of operations and financial condition.”
New heading “The Company is subject to credit risk, and the Company’s allowance for credit losses may not be adequate to cover realized and future losses.”
New heading “The Company could have more credit risk and higher credit losses if our underwriting standards and practices are inadequate, we adopt more liberal underwriting standards for competitive or other reasons, information provided to us by clients and counterparties is inaccurate, or our concentration and other risk limits are not well-calibrated.”
New heading “The Company may suffer losses if the value of collateral declines in weak, deteriorating, or stressed economic or market conditions.”
New heading “Liquidity Risks”
New heading “Our inability to retain and grow deposits or a change in deposit costs or mix could negatively impact our funding strategy and financial results.”
New heading “Truist’s liquidity could be impaired by an inability to access short-term funding, an unforeseen outflow of cash, or an inability to monetize liquid assets.”
New heading “A disruption in our access to the mortgage secondary market and GSEs for liquidity could negatively affect us.”
New heading “The Company’s cost of funding or access to the banking and capital markets could be adversely affected if our credit ratings are downgraded or otherwise fail to meet investor expectations.”
New heading “The Parent Company relies on dividends from Truist Bank for its liquidity needs, the payment of which is limited by statutes and regulations, and the Parent Company could have less access to funding sources and its liquidity could be constrained if Truist Bank becomes unable to pay dividends.”
New heading “The financial system is highly interrelated, and financial or systemic shocks or the failure of even a single financial institution or other participant in the financial system could adversely impact us.”
New heading “Technology and Data Risks”
New heading “The Company’s applications, operating systems, and infrastructure, as well as operational capabilities managed or supplied by third parties on whom we rely, could fail or be interrupted, which could adversely impact the Company’s business, operations, financial condition, prospects, and reputation and cause significant legal and financial exposure.”
New heading “Truist is heavily reliant on technology, and a failure to effectively anticipate, develop, and implement new or enhanced technology could negatively impact our financial results, business, operations, security, or ability to compete effectively.”
New heading “The Company and its clients, suppliers, service providers, and other third parties face a wide array of cybersecurity risks, which could result in the loss, alteration, or disclosure of confidential, proprietary, personal, and other sensitive information; adversely impact the Company’s business, operations, financial condition, results of operations, prospects, and reputation; and cause significant legal and financial exposure.”
New heading “The Company faces risks associated with the privacy, quality, availability, and retention of key data for operational, strategic, regulatory, and compliance purposes.”
New heading “Truist faces substantial risks in safeguarding personal and other sensitive information, which may negatively impact the Company’s business, financial condition, results of operations, prospects, or reputation.”
New heading “The use of AI in our products and services, as well as our business and the industry more broadly, may negatively impact our business, operations, financial condition, results of operations, prospects, and reputation.”
New heading “Operational Risks”
New heading “Truist relies on third parties to support key components of the Company’s business and operational infrastructure, and their failure to perform to our standards or our failure to appropriately assess and manage these relationships could adversely affect us.”
New heading “The Company’s risk and control framework may fail to identify, assess, monitor, and mitigate the risks we face and cause us to suffer unexpected losses that could adversely affect our business, financial condition, results of operations, prospects, and reputation.”
New heading “Truist can be negatively affected if it fails to identify and address operational and compliance risks associated with the introduction of or changes to products, services, and delivery platforms.”
New heading “Truist is subject to risks related to originating and selling loans, including repurchase and indemnification obligations, which may adversely affect our business, results of operations, and financial condition.”
New heading “Truist faces loan servicing risks that could adversely impact the Company’s business, operations, liquidity, and results of operations.”
New heading “Compliance, Regulatory, and Legal Risks”
New heading “Truist is subject to extensive and evolving government regulation and supervision, which could adversely affect our business, financial condition, results of operations, and prospects.”
New heading “The Company may incur damages, fines, and penalties and face other negative consequences from supervisory actions and regulatory or other legal violations, including inadvertent or unintentional violations.”
New heading “Pending or threatened legal proceedings and other matters may adversely affect the Company’s business, financial condition, results of operations, prospects, and reputation.”
New heading “Regulatory capital and liquidity standards applicable to large banking organizations and future revisions to existing standards may negatively impact our business, financial results, financial condition, growth, profitability, or our ability to return capital to shareholders.”
New heading “Differences in, or changes to, regulation and supervision and industry disruption can affect the Company’s ability to compete effectively, which may adversely affect our business, financial condition, financial results, or growth.”
New heading “Truist faces risks of non-compliance and may incur additional operational and compliance costs under laws relating to anti-money laundering, economic sanctions, embargo programs, anti-bribery, and anti-corruption.”
New heading “Strategic Risks”
New heading “Ineffective execution of strategic initiatives could adversely affect investor sentiment and the Company’s business, financial condition, results of operations, prospects, and reputation.”
New heading “Competition may reduce Truist’s client base or cause Truist to modify the pricing or other terms for products and services, or require significant investments to maintain competitiveness, which could have an adverse impact on our business and financial results.”
New heading “Acquisitions, mergers, and divestitures introduce a broad range of anticipated and unanticipated risks, including unforeseen or negative consequences from supervisory or regulatory action that may limit Truist’s ability to pursue and complete them, which may impair the Company’s ability to expand or grow its client base, or execute on its strategic initiatives and compete effectively.”
New heading “Truist has businesses other than banking that are subject to a variety of risks that may affect our financial condition and results of operations.”
New heading “Risks Related to Estimates and Assumptions”
New heading “Truist’s business and operations rely significantly on the use of models, and any deficiencies in the design, implementation, or use of models could adversely affect our business, results of operations, and financial condition.”
New heading “Truist employs estimates and assumptions to determine the value or amount of many of our assets and liabilities, and if these estimates or assumptions prove inaccurate, our business, financial condition, results of operations, and prospects could be adversely affected.”
New heading “Depressed market values for the Company’s stock and adverse economic conditions sustained over a period of time may require the Company to write down all or some portion of the Company’s goodwill.”
New heading “Additional Risks”
New heading “Negative public opinion, whether or not warranted, could damage the Company’s brand in the market and relationships with stakeholders, and adversely impact our business, financial condition, results of operations, and prospects.”
New heading “We could be harmed by an inability to attract, develop, retain, and motivate qualified teammates while effectively managing recruiting and compensation costs amid highly competitive and rapidly changing market conditions.”
New heading “The Company relies on its ability, and the ability of key external parties, to maintain appropriately staffed workforces and on the competence, trustworthiness, health, and safety of teammates.”
New heading “The Company is at risk of losses from fraud which could result in financial loss and reputational harm.”
New heading “Physical, transition, and other risks associated with climate change, together with governmental responses to such risks, may negatively impact our business, financial condition, operations, reputation, and clients.”
New heading “Natural disasters, pandemics, extreme weather events, and other catastrophic events could adversely affect our financial condition and results of operations.”
New heading “ITEM 1B. UNRESOLVED STAFF COMMENTS”
New heading “ITEM 1C. CYBERSECURITY”
New heading “Cybersecurity risk management and strategy”
New heading “Processes for identifying, assessing, monitoring, and mitigating material risks from cybersecurity threats”
New heading “Management’s role in identifying, assessing, monitoring, and mitigating material risks from cybersecurity threats”
New heading “Board of Directors’ oversight of risks from cybersecurity threats”
New heading “ITEM 2. PROPERTIES”
New heading “ITEM 3. LEGAL PROCEEDINGS”
New heading “ITEM 4. MINE SAFETY DISCLOSURES”
New heading “ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES”
New heading “Share Repurchases”
New heading “Preferred Stock”
New heading “Equity Compensation Plan Information”
New heading “Five-Year Common Stock Performance”
New heading “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”
New heading “Non-GAAP Financial Measures”
New heading “Allowance for Credit Losses (ACL)”
New heading “Investment Securities”
New heading “Mortgage Servicing Rights”
Removed heading “Restructuring Charges”
Removed heading “2024 compared to 2023”
Removed heading “Reputational Risk”
Removed heading “Capital Contingency Plan”
Largest changes
“When Truist launches a new product or service (including digital offerings), introduces a new platform for the delivery or distribution of products or services (including mobile connectivity, electronic trading, and cloud computing), acquires or invests in a business or makes changes to an existing product, service, or delivery platform, it may not fully appreciate or identify new operational and compliance risks that may arise from those changes or may fail to implement adequate controls to mitigate the risks associated with those changes. …”see in full comparison
“The Company is regularly subject to regulatory investigations, examinations, and other initiatives by governmental authorities that, if adversely determined against the Company, may subject us to litigation, settlements, fines, penalties, or other sanctions and may require us to engage in remediation, provide restitution to clients, restructure our operations and activities, or cease offering certain products or services. …”see in full comparison
“Increased and evolving activity perpetrated by bad actors intending to defraud, misappropriate property, or circumvent the law using different channels, products, and means may outpace and outmaneuver the Truist control environment and monitoring activities impacting clients, teammates, and stakeholders. Fraud attacks in the banking sector have surged in recent years, driven by increasingly sophisticated and rapid techniques. …”see in full comparison
“A successful penetration or circumvention of the security for our applications, operating systems, or infrastructure or those of third parties could cause serious negative consequences, including loss of clients and business opportunities; costs associated with maintaining client and business relationships after a cyber-attack or security breach; a loss of investor confidence; significant disruption to the Company’s operations and business; …”see in full comparison
“Additional risks could arise from the failure of the Company or third parties to provide adequate disclosure or transparency to the Company’s clients about the personal information collected from them and the use of such information; to receive, document, and honor the privacy preferences expressed by the Company’s clients; to protect personal information from unauthorized disclosure; or to maintain training on data privacy, data protection, or cybersecurity practices for all teammates or third parties who have access to personal information. …”see in full comparison
“Claims and legal actions, including class action lawsuits and enforcement proceedings, could involve large monetary amounts and significant defense costs and could result in settlements, judgments, or orders that include penalties, fines, injunctions, or other forms of relief that are adverse to the Company. Responding to inquiries, investigations, lawsuits, and other proceedings is time-consuming and expensive and can divert management attention from Truist’s business and operations.”see in full comparison
Full comparison: every changed paragraph (922)
2 Truist Financial Corporation
Forward-Looking Statements and Other Terms
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. In particular, forward‑looking statements include statements about (i) Truist’s purpose, mission, and values serving as a competitive advantage that strengthens its ability to provide financial products and services to clients in its markets; (ii) steps taken that will position Truist for sustainable growth; (iii) our strategic objectives included in the “Strategy” section in “Item I. Business” and in the “Key Areas of Focus” section in MD&A; (iv) Truist aiming to lend to a diverse client base that is geographically dispersed; (v) our interest‑rate risk positioning and modeled interest‑sensitivity results; (vi) payments related to certain indemnification obligations or guarantees not materially changing the financial position or results of operations of Truist; and (vii) no events or changes occurring since December 31, 2025 that would change the designation of Truist or Truist Bank as well-capitalized for regulatory purposes.
This report, including any information incorporated by reference in this report, contains forward-looking statements. For example, forward-looking statements also include statements about the anticipated effects of our January 1, 2026 enhancement to nonaccrual criteria for certain indirect auto loans. 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 this report or the Company’s subsequent quarterly or current reports.
Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.
Unless the context otherwise requires, “sale of TIH” and similar phrases refer to the sale of our majority stake in TIH on May 6, 2024.
Truist Financial Corporation 3
ITEM 1. BUSINESS
Truist Financial Corporation is a purpose-driven financial services company committed to inspiring and building better lives and communities. Headquartered in Charlotte, North Carolina, Truist has leading market share in many of the high-growth markets in the U.S. and offers a wide range of products and services through its WB and CSBB operating segments, including consumer and small business banking, commercial and corporate banking, investment banking and capital markets, wealth management, payments, and specialized lending businesses. Refer to the “Segment Results” section in MD&A and “Note 21. Operating Segments” for additional information on the Company’s reportable segments.
Truist Bank, the largest subsidiary of Truist Financial Corporation, was chartered in 1872 and is the oldest bank headquartered in North Carolina. Truist Bank is one of the 10 largest commercial banks in the U.S. and provides banking and trust services for clients through its digital platform and 1,927 branches as of December 31, 2025.
Product and Services
Truist offers a wide range of banking services to individuals, businesses, and municipalities. We offer a variety of loans and lease financing to consumer and wholesale clients primarily within our geographic footprint, including commercial and industrial, commercial real estate, commercial construction, residential mortgage, home equity, indirect auto, other consumer, and credit card lending. We also provide a wide range of non-lending services to consumer and wholesale clients, including deposits, merchant services, treasury management services, trust and retirement services, comprehensive wealth advisory services, investment brokerage services, asset management, and capital markets services. For additional information about lending and non-lending products and services offered by Truist, see the “Lending Activities” section in MD&A and “Note 21. Operating Segments,” respectively.
Market Area
The following table details Truist Bank’s deposit market share and branch locations by state:
(1)Deposit market share rank excludes home office deposits.
(2)Source: www.FDIC.gov data as of June 30, 2025.
(3)As of December 31, 2025.
4 Truist Financial Corporation
Competition
The financial services industry is intensely competitive and constantly evolving. Management believes that Truist’s purpose, mission, and values, including a caring client-first approach, are a competitive advantage that strengthens the Company’s ability to provide financial products and services to businesses and individuals in its markets. Legislative, regulatory, economic, and technological changes, as well as continued consolidation within the industry, have resulted in increased competition from new and existing market participants, which is expected to continue in the future. Truist competes actively with national, regional, and local financial services providers, including banks, thrifts, credit unions, investment advisers, asset managers, securities brokers and dealers, private-equity funds, hedge funds, mortgage-banking companies, finance companies, limited-purpose banks, and financial technology companies. Nonbanking entities, including financial technology companies, have increased competition in recent years by providing financial products and services directly to customers and indirectly through partnerships. Competition is arising as well from limited-purpose banks and nonbanks involved in digital assets, stablecoins, cryptocurrencies, tokenization, and similar products, services, and technologies that enable financial services and transactions without or with less intermediation by commercial banks. The Company continues to make significant investments to develop its digital platform, including enhancements to its mobile and online applications, in an effort to compete effectively.
Many of our competitors have substantial positions nationally or in the markets in which we operate. Some also have greater scale, financial and operational resources, investment capacity, product and service offerings, and brand recognition. Our competitors may be subject to different and, in some cases, less stringent legislative, regulatory, and supervisory regimes than Truist. Certain competitors differ from us in their strategic and tactical priorities and, for example, may be willing to suffer meaningful financial losses in the pursuit of disruptive innovation and client growth or to accept more aggressive business, compliance, and other risks in the pursuit of higher returns and market valuations. Competition affects every aspect of our business, including product and service offerings, rates, pricing and fees, credit limits, and client service. Successfully competing in our markets also depends on our ability to innovate, to invest in technology and infrastructure, to execute transactions reliably and efficiently, to maintain and enhance our reputation, and to attract, retain, and motivate talented teammates, all while effectively managing risks and expenses. We expect that competition will only intensify in the future.
Purpose, Mission, and Values
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Consumer and Small Business Banking”
New heading “Wholesale Banking”
New heading “Other, Treasury, and Corporate”
Largest changes
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.see in full comparisonAs 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.
Insee in full comparisonAprilJuly 2026, the Parent Company issued$1.0$1.3 billion principal amount of fixed-to-floating rate senior notes with an interest rate of4.68%4.96% dueAprilJuly 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, 2037.2030.
“MD&A includes certain non-GAAP measures, including NII-TE, NIM-TE, Revenue-TE, TBVPS, and ROTCE. For reconciliations of TBVPS and ROTCE to the most directly comparable GAAP measures, see the “Non-GAAP Financial Measures” section in MD&A. Reconciliations of TE non-GAAP measures to the most directly comparable GAAP measures are included within Table 1: Earnings Highlights, Table 2-1: Taxable-Equivalent Net Interest Income and Rate / Volume Analysis, and Table 2-2: Taxable-Equivalent Net Interest Income and Rate / Volume Analysis. …”see in full comparison
Full comparison: every changed paragraph (170)
MD&A includes certain non-GAAP measures, including NII-TE, NIM-TE, Revenue-TE, TBVPS, and ROTCE. For reconciliations of TBVPS and ROTCE to the most directly comparable GAAP measures, see the “Non-GAAP Financial Measures” section in MD&A. Reconciliations of TE non-GAAP measures to the most directly comparable GAAP measures are included within Table 1: Earnings Highlights, Table 2-1: Taxable-Equivalent Net Interest Income and Rate / Volume Analysis, and Table 2-2: Taxable-Equivalent Net Interest Income and Rate / Volume Analysis. NIM – TE is calculated using net interest income on a TE basis to determine the total yield on interest-earning assets.
We delivered strong earningsresults in the first quartersecond-quarter of 2026, with dilutedearnings EPSper share increasing 25%37% fromyear theover first quarter of 2025,year, driven by disciplined execution against our strategic prioritiespriorities, higher fee income, strong credit performance, and continued momentum across the franchise.return of capital to shareholders.
Truist’s results of operations for the second-quarter of 2026 produced an annualized return on average assets of 1.1%, an annualized return on average common shareholders’ equity of 10.4%, and ROTCE of 15.4% compared to prior year returns of 0.9%, 8.1%, and 12.3%,respectively.
We continued to build newdeepen client relationships, grow in attractive markets, and generateimprove high‑qualityoperating loanefficiency 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 firstsecond quarter of 2026, we returned $1.8 billion of capital to our common shareholders through $645$636 million of common stock dividends and $1.1$1.2 billion in common share repurchases. As of MarchJune 31,30, 2026, we had $8.9$7.7 billion remaining under our $10.0 billion common share repurchaseshare-repurchase authorization.
On June 15, 2026, the Company announced a leadership succession plan where, effective September 1, 2026, Michael P. Lyons will become President and CEO of Truist Financial Corporation and Truist Bank and will join the Boards of Directors of Truist Financial Corporation and Truist Bank. William H. Rogers, Jr. will retire as President and CEO effective September 1, 2026 and will serve as Executive Chair of Truist Financial Corporation and Truist Bank and continue to serve on the respective Boards through Truist's 2027 annual meeting of shareholders in order to support an orderly leadership transition.
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 49
Net income available to common shareholders was $1.5 billion for the second quarter of 2026, an increase of 29% compared to the second quarter of 2025.
Total revenue - TE was up 5.5% compared to the second quarter of 2025.
Noninterest•TE expensenet wasinterest upincome $77increased $32 million, or 2.6%,0.9%, compared to the firstsecond quarter of 20252025, primarilydriven due toby higher personnelearning expense,assets and loan growth, partially offset by lower professionalloan feesspreads and outsidefixed-rate processingdebt expense.repricing. NIM - TE was 2.98%, down four basis points compared to the second quarter of 2025.
•Noninterest income increased $244 million, or 17%, compared to the second quarter of 2025, driven by increases in investment banking and trading income and wealth management income.
Noninterest expense was up $69 million, or 2.3%, compared to the second 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.
•Nonperforming loans and leases HFI were 0.50%0.51% of loans and leases HFI at MarchJune 31,30, 2026, up twothree basis points compared to December 31, 2025.
•Loans 90 days or more past due and still accruing totaled $760$698 million at MarchJune 31,30, 2026, up two basis points as a percentage of loans and leases HFIstable 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%0.04% as a percentage of loans and leases HFI at MarchJune 31,30, 2026, flatdown one basis point compared to December 31, 2025.
•The ACL was $5.3 billion and included $5.0 billion for the ALLL and $309$333 million for the reserve for unfunded commitments. The ALLL as a percentage of loans and leases HFI was 1.53%,1.51%, flatdown two basis points compared to December 31, 2025.
•The provision for credit losses was $479$395 million compared to $458$488 million for the firstsecond quarter of 2025.
•NCOs as a percentage of loans and leases were 6150 basis points, updown one basis point compared to the firstsecond quarter of 2025.
•Truist’s preliminary CET1 ratio was 10.8%10.9% as of MarchJune 31,30, 2026, flatup 10 basis points compared to December 31, 20252025, asprimarily due to current quarter earnings and a reduction in risk-weighted assets, partially offset by capital returned to shareholders was largely offset by current quarter earnings.shareholders.
•Truist declared common dividends of $0.52 per share during the firstsecond quarter of 20262026, and repurchased $1.1$1.2 billion of common stock. For the firstsecond quarter of 2026, the dividend payout ratio was 47%,42%, and the total payout ratio was 129%.121%.
•Truist’s average consolidated LCR was 110%113% for the three months ended MarchJune 31,30, 2026, relative to the regulatory minimum of 100%.
•Truist’s book value per common share at June 30, 2026, was $48.04, compared to $47.74 at December 31, 2025. Truist’s TBVPS was $33.40 at June 30, 2026, compared to $33.48 at December 31, 2025.
•On May 15, 2026, Truist issued $500 million of Series S non-cumulative perpetual preferred stock with a stated dividend rate of 6.25% per annum for net proceeds of approximately $495 million.
50 Truist Financial Corporation 47
Net Interest Income and NIM - TE
TE net interest income was up $32 million, or 0.9%, driven by higher earning assets and loan growth, partially offset by lower loan spreads and fixed-rate debt repricing. NIM - TE was 2.98%, down four basis points.
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$11.5 billion, or 2.1%,2.4%, primarily due to an increase in average total loans of $21.4$17.9 billion, or 7.0%,5.7%, partially offset by a decline in average securities of $7.9$3.7 billion, or 6.4%,3.0%, and average other earning assets (primarily cash at the Federal Reserve) of $3.5$2.5 billion, or 9.1%.6.2%.
•◦The yield on the average total loan portfolio was 5.71%,5.68%, down 2633 basis points. The yield on the average securities portfolio was 2.93%,2.96%, down 2320 basis points.
•◦Average deposits increased $6.7$4.4 billion, or 1.7%,1.1%, average short-term borrowings increased $337$2.7 million,billion, or 1.1%,10%, and average long-term debt increased $4.7$6.4 billion, or 15%.19%.
•◦The average cost of total deposits was 1.55%,1.56%, down 2429 basis points. The average cost of short-term borrowings was 3.78%,3.97%, down 7150 basis points. The average cost of long-term debt was 4.80%,4.77%, down 25 basis points.
TE net interest income for the six months ended June 30, 2026 was up $121 million, or 1.7%, driven by higher earning assets and loan growth, partially offset by lower loan spreads and fixed-rate debt repricing. NIM - TE was 3.0%, down two basis points.
•Average earning assets increased $10.8 billion, or 2.3%, primarily due to an increase in average total loans of $19.7 billion, or 6.3%, partially offset by declines in average securities of $5.8 billion, or 4.7%, and other earning assets (primarily cash at the Federal Reserve) of $3.0 billion, or 7.6%.
•The yield on the average total loan portfolio was 5.70%, down 29 basis points. The yield on the average securities portfolio was 2.95% for 2026, down 21 basis points.
•Average deposits increased $5.5 billion, or 1.4%, average short-term borrowings increased $1.5 billion, or 5.3%, and average long-term debt increased $5.6 billion, or 17%.
•The average cost of total deposits was 1.56%, down 26 basis points. The average cost of short-term borrowings was 3.87%, down 61 basis points. The average cost of long-term debt was 4.79%, down 25 basis points.
48 Truist Financial Corporation 51
52 Truist Financial Corporation 49
(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 53
Noninterest income was up $161$244 million, or 12%,17%, compared to the firstsecond quarter of 2025.
•Investment banking and trading income increased primarily due to higher trading income and capital markets activity.revenue.
Noninterest income was up $405 million, or 15%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
•MortgageInvestment banking and trading income increased primarily due to higher commercialtrading income and residentialcapital productionmarkets revenues.revenue.
•Wealth management income increased primarily due to higher assets under management.
•Lending related fees increased primarily due to higher leasing-related gains.
•Mortgage banking income increased primarily due to residential servicing portfolio acquisitions and higher commercial and residential production revenues, partially offset by higher prepayment speeds.
54 Truist Financial Corporation
Noninterest expense was up $77$69 million, or 2.6%,2.3%, compared to the firstsecond quarter of 2025.
•Personnel expense increased primarily due to increasedhigher salaries,salaries and incentives, andpartially employeeoffset benefitsby relatedlower tobenefit hiring.expenses.
Noninterest expense was up $146 million, or 2.5%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
•Personnel expense increased primarily due to higher salaries and incentives.
•Professional fees and outside processing expense decreased primarily due to the completion of various projects.
TFC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 21,000 shares, about $1.0M) and open-market sales in 3 filings (3 insiders, 3 trade dates, 30,516 shares, about $1.6M). Net open-market shares: -9,516 (purchases minus sales); net value about -$568.9K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-17 | Lyons Michael P. |
Open-market purchase | 21,000 | $48.36 | $1.0M |
| 2026-07-31 | Wilson Donta L |
Open-market sale | 13,280 | $51.85 | $688.6K |
| 2026-07-28 | Bessant Catherine P |
Grant/award | 2,338 | — | — |
| 2026-07-23 | Boyer K. David Jr. |
Open-market sale | 3,986 | $50.70 | $202.1K |
| 2026-07-20 | Rogers William H Jr |
Open-market sale | 13,250 | $52.36 | $693.8K |
| 2026-06-01 | Bender Bradley D |
Shares withheld for tax | 9,115 | $46.87 | $427.2K |
| 2026-06-01 | Bender Bradley D |
Option exercise | 16,149 | — | — |
Well-known investors holding TFC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 2,563,396 | $127.7M | 0.04% | Reduced 26% |
| D. E. Shaw & Co. | 2026-06-30 | 1,598,411 | $79.6M | 0.05% | Added 1295% |
| Bridgewater Associates | 2026-06-30 | 1,078,721 | $53.7M | 0.22% | Added 47% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 564,160 | $28.1M | 0.02% | Reduced 82% |
| Tweedy, Browne | 2026-06-30 | 546,256 | $27.2M | 2.06% | Reduced 2% |
| Davis Selected Advisers (Chris Davis) | 2026-06-30 | 208,391 | $10.4M | 0.04% | Reduced 7% |
| Two Sigma Investments | 2026-06-30 | 144,813 | $7.2M | 0.01% | Reduced 94% |
| Millennium Management (Israel Englander) | 2026-06-30 | 128,599 | $6.4M | 0.0% | Reduced 74% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 84,404 | $4.2M | 0.01% | No change |
| Dodge & Cox | 2026-06-30 | 19,151 | $954.1K | 0.0% | No change |
| Harris Associates (Oakmark Funds) | 2026-06-30 | 18,735 | $933.4K | 0.0% | Reduced 17% |