Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     Form 8-K     Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 28, 2026 Date of Report (Date of earliest event reported)     Truist Financial Corporation (Exact name of registrant as specified in its charter)     Commission file number: 1-10853   North Carolina   56-0939887 (State or other jurisdiction of incorporation)   (I.R.S. Employer Identification No.) 214 North Tryon Street Charlotte , North Carolina   28202 (Address of principal executive offices)   (Zip Code) (844) 487-8478 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $5 par value   TFC   New York Stock Exchange Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock   TFC.PI   New York Stock Exchange 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock   TFC.PJ   New York Stock Exchange Depositary shares, each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock   TFC.PO   New York Stock Exchange Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock   TFC.PR   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As discussed below, at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Truist Financial Corporation (the “Corporation”) held on April 28, 2026, the Corporation’s shareholders approved the amendment and restatement of the Truist Financial Corporation 2022 Incentive Plan (the “A&R Plan”). A description of the material terms of the A&R Plan is set forth under the heading “Summary of the A&R Plan” under “Proposal 4—Approval of the Amendment and Restatement of the Truist Financial Corporation 2022 Incentive Plan” in the Definitive Proxy Statement filed by the Corporation with the Securities and Exchange Commission on March 16, 2026 (the “2026 Proxy Statement”), which description is incorporated into this Item 5.02 by reference. This description of the A&R Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Plan, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.   Item 5.07 Submission of Matters to a Vote of Security Holders. Annual Meeting On April 28, 2026, the Corporation held its Annual Meeting. A total of 1,108,291,362 shares of the Corporation’s common stock were present or represented by proxy at the meeting. This represented approximately 89.3% of the Corporation’s 1,241,009,752 shares of common stock that were outstanding as of the record date of February 19, 2026 and entitled to vote at the Annual Meeting. The Corporation’s shareholders voted on five proposals and cast their votes as shown below. The proposals are described in the 2026 Proxy Statement. Proposal 1: Election of Directors Each of the individuals named below was elected to serve as a director of the Corporation for a one-year term expiring at the 2027 Annual Meeting of Shareholders.   Name    Votes For      Votes Against      Abstentions   Jennifer S. Banner      898,963,546        28,977,168        3,711,951   K. David Boyer, Jr.      911,564,863        17,909,264        2,178,538   Agnes Bundy Scanlan      848,082,321        79,665,135        3,905,209   Dallas S. Clement      888,927,672        38,937,870        3,787,123   Linnie M. Haynesworth      920,392,341        9,122,983        2,137,341   Donna S. Morea      914,284,660        15,145,420        2,222,585   Charles A. Patton      903,188,246        24,719,556        3,744,863   Jonathan M. Pruzan      922,751,390        6,731,800        2,169,475   William H. Rogers, Jr.      875,355,150        52,376,301        3,921,214   Thomas E. Skains      865,225,013        62,606,999        3,820,653   Laurence Stein      922,292,316        7,010,980        2,349,369   Bruce L. Tanner      911,637,770        16,003,619        4,011,276   There were 176,638,697 broker non-votes for each director on this proposal. Proposal 2: Advisory Vote to Approve the Corporation’s Executive-Compensation Program Shareholders approved the Corporation’s executive-compensation program as described in the 2026 Proxy Statement.   Votes For   Votes Against   Abstentions 847,000,157   79,114,808   5,537,700 There were 176,638,697 broker non-votes for this proposal.   Proposal 3: Ratification of the Appointment of the Corporation’s Independent Registered Public Accounting Firm Shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2026.   Votes For   Votes Against   Abstentions 1,066,976,093   38,720,395   2,594,874 There were no broker non-votes for this proposal.   Proposal 4: Approval of the Amendment and Restatement of the Truist Financial Corporation 2022 Incentive Plan Shareholders approved the A&R Plan.   Votes For   Votes Against   Abstentions 892,091,335   34,063,585   5,497,745 There were 176,638,697 broker non-votes for this proposal. Proposal 5: Shareholder Proposal Regarding a Report on Risks from Misalignment between Corporation Policies and Customer Base Shareholders did not approve the proposal regarding a report on risks from misalignment between Corporation policies and customer base.   Votes For   Votes Against   Abstentions 16,932,625   904,818,911   9,901,129 There were 176,638,697 broker non-votes for this proposal.   Item 9.01 Financial Statements and Exhibits. (d) Exhibits.   Exhibit No.    Description of Exhibit 10.1    Truist Financial Corporation 2022 Incentive Plan (amended and restated as of April 28, 2026), incorporated by reference to Annex B to the Corporation’s Definitive Proxy Statement filed on March 16, 2026. 104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   TRUIST FINANCIAL CORPORATION (Registrant) By:   /s/ Cynthia B. Powell Name:   Cynthia B. Powell Title:   Executive Vice President and Corporate Controller (Principal Accounting Officer) Date: May 1, 2026