TRUIST FINANCIAL CORP (TFC)

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

The following is management’s discussion and analysis of the financial condition and operating results of Truist, which should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements in this Form 10-Q, as well as with Truist’s Annual Report on Form 10-K for the year ended December 31, 2025.

A description of certain factors that may affect our future results and risk factors is set forth in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

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.

Executive Overview

We delivered strong results in the second-quarter of 2026, with earnings per share increasing 37% year over year, driven by disciplined execution against our strategic priorities, higher fee income, strong credit performance, and the 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 deepen client relationships, grow in attractive markets, and improve operating efficiency and profitability.

During the second quarter of 2026, we returned $1.8 billion of capital to our common shareholders through $636 million of common stock dividends and $1.2 billion in common share repurchases. As of June 30, 2026, we had $7.7 billion remaining under our $10.0 billion common share-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.

(1)Represents a non-GAAP measure. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are included in the “Non-GAAP Financial Measures” section of this report or within the table above for TE measures. NIM – TE is calculated using net interest income on a TE basis to determine the total yield on interest-earning assets.

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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.

•TE net interest income increased $32 million, or 0.9%, compared to the second quarter of 2025, 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 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.

Asset quality:

•Nonperforming loans and leases HFI were 0.51% of loans and leases HFI at June 30, 2026, up three basis points compared to December 31, 2025.

•Loans 90 days or more past due and still accruing totaled $698 million at June 30, 2026, stable compared to December 31, 2025. Excluding government guaranteed loans, the ratio of loans 90 days or more past due and still accruing was 0.04% as a percentage of loans and leases HFI at June 30, 2026, down one basis point compared to December 31, 2025.

•The ACL was $5.3 billion and included $5.0 billion for the ALLL and $333 million for the reserve for unfunded commitments. The ALLL as a percentage of loans and leases HFI was 1.51%, down two basis points compared to December 31, 2025.

•The provision for credit losses was $395 million compared to $488 million for the second quarter of 2025.

•NCOs as a percentage of loans and leases were 50 basis points, down one basis point compared to the second quarter of 2025.

Capital and liquidity:

•Truist’s preliminary CET1 ratio was 10.9% as of June 30, 2026, up 10 basis points compared to December 31, 2025, primarily due to current quarter earnings and a reduction in risk-weighted assets, partially offset by capital returned to shareholders.

•Truist declared common dividends of $0.52 per share during the second quarter of 2026, and repurchased $1.2 billion of common stock. For the second quarter of 2026, the dividend payout ratio was 42%, and the total payout ratio was 121%.

•Truist’s average consolidated LCR was 113% for the three months ended June 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.

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Analysis of Results of Operations

Net Interest Income

Three Months Ended June 30, 2026 compared to the Three Months Ended June 30, 2025

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.

◦Average earning assets increased $11.5 billion, or 2.4%, primarily due to an increase in average total loans of $17.9 billion, or 5.7%, partially offset by a decline in average securities of $3.7 billion, or 3.0%, and average other earning assets (primarily cash at the Federal Reserve) of $2.5 billion, or 6.2%.

◦The yield on the average total loan portfolio was 5.68%, down 33 basis points. The yield on the average securities portfolio was 2.96%, down 20 basis points.

◦Average deposits increased $4.4 billion, or 1.1%, average short-term borrowings increased $2.7 billion, or 10%, and average long-term debt increased $6.4 billion, or 19%.

◦The average cost of total deposits was 1.56%, down 29 basis points. The average cost of short-term borrowings was 3.97%, down 50 basis points. The average cost of long-term debt was 4.77%, down 25 basis points.

Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025

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.

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

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Executive Overview

During 2025, we focused on delivering strong, purpose-driven performance by deepening client relationships, enhancing operational efficiency, investing in talented teammates and innovative technology, and increasing capital return to shareholders. Through disciplined risk management and sound governance, we believe we strengthened our foundation and positioned Truist for sustainable growth.

During 2025, we returned $5.2 billion of capital to our common shareholders through $2.7 billion of common stock dividends and $2.5 billion in common share repurchases. In December 2025, we announced that the Board authorized the repurchase of up to $10.0 billion of common stock effective immediately with no expiration date, replacing the previous repurchase authority, as part of Truist’s overall capital distribution strategy.

Key Areas of Focus

In 2025, our work centered around five core strategic priorities:

•Execute strategic growth and profitability initiatives in both WB and CSBB including:

◦In WB, capture more of the commercial middle market with an industry banking strategy, continue momentum in Investment Banking and Capital Markets, generate additional fee income from existing clients in Wealth, and deepen and grow existing client relationships in Wholesale Payments.

◦In CSBB, grow deposits with a focus on Premier clients, increase client acquisition, deepen client relationships, and drive digital acquisition and client engagement.

•Drive positive operating leverage through revenue growth and expense discipline.

•Invest in talent, technology, and our risk infrastructure.

•Maintain our credit and risk discipline.

•Return capital to shareholders through our common stock dividend and share repurchases.

Looking ahead, our strategic priorities remain unchanged. By successfully executing on them, we seek to accelerate revenue growth, drive greater positive operating leverage, and return more capital to shareholders, all while maintaining our risk discipline. These outcomes are central to driving improved profitability.

Financial Results

Net income to common shareholders totaled $5.0 billion, or $3.82 per share, for 2025, compared to $4.5 billion, or $3.36 per share, for the prior year.

•Results from continuing operations for 2025 included charges primarily related to severance of $156 million ($119 million after-tax, or $0.09 per share), an incremental accrual related to executing a settlement agreement in a specific legal matter of $130 million ($99 million after-tax, or $0.08 per share), and securities losses of $19 million ($15 million after-tax or $0.01 per share).

•Results from continuing operations for 2024 included securities losses of $6.7 billion ($5.1 billion after-tax or $3.82 per share) from a balance sheet repositioning executed in connection with the TIH sale, a charitable contribution to the Truist Foundation of $150 million ($115 million after-tax, or $0.09 per share), and charges primarily related to severance of $120 million ($92 million after-tax, or $0.07 per share).

•Results from discontinued operations of $4.9 billion for 2024 included a gain on the sale of TIH of $6.9 billion ($4.8 billion after-tax, or $3.64 per share), the accelerated recognition of TIH equity compensation expense for certain event-driven awards of $99 million ($76 million after tax, or $0.06 per share), and restructuring charges of $82 million ($62 million after-tax, or $0.05 per share). Truist did not have discontinued operations in 2025.

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(1)Represents a non-GAAP measure. A reconciliation of each non-GAAP measure to the most directly comparable GAAP measure is included within the table above or in the “Non-GAAP Financial Measures” section in this report.

Net interest income - TE for the year ended December 31, 2025 was up $316 million, or 2.2%, compared to the year ended December 31, 2024 primarily due to loan and deposit growth, fixed-rate asset repricing, and the balance sheet repositioning in the second quarter of 2024, partially offset by the impact of reductions in interest rates throughout 2025. Net interest margin - TE was 3.03%, flat compared to the prior year.

•The yield on the average total loan portfolio was 5.96% for 2025, down 38 basis points, compared to the prior year, primarily due to the impact of variable-rate loans repricing, partially offset by fixed-rate loan repricing. The yield on the average securities portfolio was 3.13% for 2025, up 30 basis points compared to the prior year, reflecting the impact of balance sheet repositioning in 2024 and the reinvestment of cash flows into higher yielding securities.

•The average cost of total deposits was 1.78% for 2025, down 24 basis points compared to the prior year. The average cost of short-term borrowings was 4.36% for 2025, down 100 basis points compared to the prior year. The average cost of long-term debt was 5.01% for 2025, stable compared to the prior year. The decline in the cost of deposits and short-term borrowings was driven by the impact of reductions in interest rates.

The provision for credit losses was $1.9 billion for the year ended December 31, 2025, up $24 million, or 1.3%, compared to the year ended December 31, 2024. The net charge-off ratio for the year ended December 31, 2025 was 0.54%, down five basis points compared to the prior year.

•The provision for credit losses for the year ended December 31, 2025 reflected a higher allowance build and lower net charge-offs compared to the prior year.

•The net charge-off ratio was down compared to the prior year driven by lower net charge-offs combined with growth in average loans and leases. Net charge-offs were lower in the CRE and credit card portfolios, partially offset by increases in the commercial and industrial, indirect auto, and other consumer portfolios.

Noninterest income was up $6.7 billion for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to securities losses resulting from the balance sheet repositioning in 2024, as well as higher other income and card and treasury management fees, partially offset by lower investment banking and trading income.

Noninterest expense was up $67 million, or 0.6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to higher personnel expense, professional fees and outside processing, software expense, and marketing and customer development, partially offset by lower regulatory costs, other expense, and amortization of intangibles.

Truist had a provision for income taxes of $1.0 billion for 2025, compared to a benefit from income taxes of $556 million in 2024. The 2024 benefit from income taxes was driven by the discrete impact of the balance sheet repositioning of securities.

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Truist’s total assets at December 31, 2025, were $547.5 billion, an increase of $16.4 billion, or 3.1%, compared to December 31, 2024, as loans and leases, net of ALLL, increased $22.0 billion, or 7.3%, partially offset by a decrease of $5.9 billion, or 5.0%, in total securities.

•Average earning assets increased $9.6 billion, or 2.0%, compared to the prior year primarily due to an increase in average total loans of $11.1 billion, or 3.6%, and an increase in other earning assets of $1.2 billion, or 3.3%, partially offset by a decline in average securities of $3.2 billion, or 2.6%. The increase in average other earning assets and decrease in average securities primarily reflect the impact of the balance sheet repositioning in the second quarter of 2024.

Total liabilities at December 31, 2025, were $482.3 billion, an increase of $14.9 billion, or 3.2%, compared to December 31, 2024, reflecting an increase of $9.9 billion, or 2.5%, in deposits and an increase of $7.0 billion, or 20%, in long-term debt, partially offset by a decrease of $1.4 billion, or 4.7%, in short-term borrowings.

•Average deposits increased $8.5 billion, or 2.2%, average short-term borrowings increased $3.6 billion, or 15%, and average long-term debt increased $125 million, or 0.3%, compared to the prior year.

Total shareholders’ equity was $65.2 billion at December 31, 2025, an increase of $1.5 billion from December 31, 2024. This increase includes $5.3 billion in net income and $2.4 billion in OCI, partially offset by $3.0 billion in common and preferred dividends, $2.5 billion in common share repurchases, and $1.0 billion for the redemption of series P preferred stock. Truist’s book value per common share at December 31, 2025, was $47.74, compared to $43.90 at December 31, 2024. Truist’s TBVPS of $33.48 at December 31, 2025, increased 12% compared to December 31, 2024. Refer to the “Non-GAAP Financial Measures“ section in MD&A for additional information on TBVPS, which is a non-GAAP measure.

Asset quality was solid for the year ended December 31, 2025.

•Nonperforming loans and leases held for investment totaled $1.6 billion or 0.48% of loans and leases held for investment at December 31, 2025, up one basis point compared to December 31, 2024.

•Loans 90 days or more past due and still accruing totaled $684 million or 0.21% of loans and leases held for investment at December 31, 2025, up two basis points as a percentage of loans and leases compared with December 31, 2024. Excluding government guaranteed loans, the ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.05% at December 31, 2025, flat compared to December 31, 2024.

•The allowance for credit losses at

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