STI

• The amendments add Article IX, Section 8, designating U.S. federal district courts as the sole and exclusive forum for complaints arising under the Securities Act of 1933, unless Truist consents otherwise in writing.
• The amendments also clarify timing requirements for proxy access nominations and include an administrative change.
• The amended bylaws are attached as Exhibit 3.1 to the Form 8-K filing.
• The report was filed under Item 5.03 because it relates to amendments to the company's bylaws.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• The Notes were sold under an existing Form S-3 registration statement (File No. 333-276600).
• Mayer Brown LLP provided a legal opinion on the validity of the Notes, which is filed as Exhibit 5.1 and incorporated by reference into the registration statement.
• The report was filed under Item 8.01 (Other Events) to disclose the debt issuance and related exhibits.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Total revenue (taxable-equivalent) was $5.31 billion, up 2.2% from Q1 2026 and up 5.5% from Q2 2025.
• Noninterest expense was $3.06 billion, up 2.4% from Q1 2026 and up 2.3% from Q2 2025.
• Average loans and leases held for investment were $329.2 billion, up 0.7% from Q1 2026; average deposits were $404.9 billion, up 1.5%.
• CET1 ratio was 10.9% as of June 30, 2026; Truist repurchased $1.2 billion of common shares and declared dividends of $0.52 per share.
• CEO Bill Rogers announced Mike Lyons will become Truist's next CEO in September.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Michael P. Lyons, former CEO of Fiserv, Inc., will be appointed CEO and President of the Corporation and the Bank effective September 1, 2026.
• Lyons will receive an initial annual base salary of $1,300,000, a target AIP award of at least 325% of base salary for 2026, and a 2026 LTI award with a target grant-date value of $12,000,000.
• Rogers will continue to receive his current base salary through 2026, a $1,000,000 annual base salary for 2027, and a 2027 LTI award of $8,500,000 in PSUs if he serves through the 2027 annual meeting.
• Lyons will receive replacement awards for foregone compensation, including cash awards of $1,000,000 and $1,700,000, and LTI awards totaling $37,500,000 in RSUs, PSUs, and LTIPs.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Catherine P. Bessant was appointed as a director of Truist Financial Corporation and its subsidiary Truist Bank, effective June 5, 2026.
• She will receive the standard non-employee director compensation: a $110,000 annual cash retainer and an annual grant of restricted stock units valued at $200,000, prorated for 2026.
• Bessant recently served as CEO of Foundation For The Carolinas and retired from Bank of America as vice chair, global strategy.
• The appointment was announced via a news release dated June 8, 2026, furnished as Exhibit 99.1.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The Series S preferred stock has a $25,000 liquidation preference per share, equivalent to $1,000 per depositary share.
• The sale was made under an underwriting agreement dated May 12, 2026, with Truist Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC as representatives of the underwriters.
• The company filed Articles of Amendment on May 13, 2026, to fix the designations, preferences, limitations, and relative rights of the Series S preferred stock.
• If dividends on the Series S preferred stock are not declared and paid for the last preceding dividend period, the company's ability to pay dividends on or repurchase its common stock or junior shares will be restricted.

3.03 Material Modification to Rights of Security Holders · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• At the April 28, 2026 Annual Meeting, Truist Financial Corporation shareholders elected 12 directors, each for a one-year term expiring at the 2027 Annual Meeting.
• The advisory vote on executive compensation was approved with 847,000,157 votes for, 79,114,808 against, and 5,537,700 abstentions.
• Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 1,066,976,093 votes for.
• A shareholder proposal regarding a report on risks from misalignment between Corporation policies and customer base was not approved, with 16,932,625 votes for and 904,818,911 against.
• The A&R Plan is included as Exhibit 10.1 to the Form 8-K, incorporated by reference to the Definitive Proxy Statement filed on March 16, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• The company also issued and sold $1,000,000,000 aggregate principal amount of 5.281% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due April 23, 2037.
• The notes were registered under the Securities Act of 1933 via a Form S-3 registration statement (File No. 333-276600).
• Mayer Brown LLP provided a legal opinion on the validity of the notes, which is filed as Exhibit 5.1 and incorporated by reference into the registration statement.
• The report was filed under Item 8.01 (Other Events) to disclose the issuance and sale of the notes.

8.01 Other Events · 9.01 Financial Statements and Exhibits