TRUIST FINANCIAL CORP

Truist Financial Corporation reported strong second-quarter 2026 results, with diluted EPS increasing 37% year-over-year to $1.23 and net income available to common shareholders reaching $1.5 billion. Total revenue on a taxable-equivalent basis rose 2.2% quarter-over-quarter to $5.31 billion, driven by higher fee income. The company also announced that Mike Lyons will become its next CEO in September, succeeding Bill Rogers. Truist continued to return capital to shareholders through $1.2 billion in share repurchases and a $0.52 per share dividend.

Truist Financial Corporation announced a leadership transition, with William H. Rogers, Jr. retiring as CEO and President effective September 1, 2026, after over 40 years of service. Mr. Rogers will transition to Executive Chair until his planned retirement in April 2027. Michael P. Lyons, formerly CEO of Fiserv, Inc. and President of The PNC Financial Services Group, will succeed Mr. Rogers as CEO and President, effective September 1, 2026. The company detailed compensation arrangements for both executives, including base salaries, annual incentive performance awards, and long-term incentive awards.

Truist Financial Corporation announced the appointment of Catherine P. Bessant as a new director to its Board, effective June 5, 2026. Ms. Bessant will also join the Board of Directors of Truist Bank and serve on the Joint Risk Committee. She brings extensive experience from her previous roles as CEO of Foundation For The Carolinas and various senior leadership positions at Bank of America, including vice chair, global strategy, and chief operations and technology officer. Her appointment is expected to contribute to the company's strategic direction and purpose.

Truist Financial Corporation issued 500,000 depositary shares, each representing a 1/25th interest in its 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock. This issuance, which closed on May 15, 2026, includes a liquidation preference of $25,000 per preferred share. The company also filed Articles of Amendment to define the terms of the Series S Preferred Stock. A key term is that the company's ability to pay dividends on common stock will be restricted if dividends on the Series S Preferred Stock are not declared or paid.

Truist Financial Corporation held its Annual Meeting on April 28, 2026, where shareholders approved the amendment and restatement of the 2022 Incentive Plan. All twelve nominated directors were elected for a one-year term, and the executive compensation program was approved. Additionally, PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2026, while a shareholder proposal concerning risks from misalignment between corporation policies and customer base was not approved.

Truist Financial Corporation announced the issuance and sale of $2 billion in aggregate principal amount of fixed-to-floating rate medium-term notes. This includes $1 billion of 4.680% notes maturing on April 23, 2032, and $1 billion of 5.281% notes maturing on April 23, 2037. The notes were registered under a Form S-3 registration statement.

Truist Financial Corporation announced the release of its first quarter 2026 financial results on April 17, 2026. The company issued a press release and made its Earnings Release, Quarterly Performance Summary, and Earnings Release Presentation available on its website. These materials contain forward-looking statements and important cautionary language.