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TFCTruist Financial

Financials · Banks · NYSE
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The 10-K against last year's

463 changes: 64 added, 60 removed, 334 reworded, 5 quiet changes

10-K Feb 24, 2026 vs Feb 25, 2025
Risk FactorsRedline ↓
25.0%
of the text changed · 19,308 words now
27.9%
of the text changed · 19,295 words now
Legal ProceedingsRedline ↓
13.5%
of the text changed · 2,914 words now
Accounting PoliciesRedline ↓
14.4%
of the text changed · 11,010 words now

10-K 0000092230-26-000030 (2026-02-24) vs 10-K 0000092230-25-000020 (2025-02-25)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 259 words changed in this paragraph; it is 33% similar to last year's version.
Truist has elected to be treated as an FHC, which permits us to engage in a number of financial and related activities beyond banking, including securities, advisory, banking such as securities underwriting and merchant banking activities. Truist banking. FHCs and Truist Bank their IDI subsidiaries are subject to ongoing requirements for Truist to continue to qualify as an FHC. If a BHC an FHC or any of its insured depository institutions IDIs were found not to be well capitalized well-capitalized or well managed, managed as defined under by applicable law, the BHC can be restricted from engaging in FRB may impose corrective capital and managerial requirements on the broader range of financial FHC, which could impact resources and related activities permitted for FHCs, including limit amounts otherwise available to creditors and shareholders. In such a situation, the ability to acquire companies engaged in those activities, and can be required to discontinue these activities or even divest any of its insured depository institutions. In addition, if an insured-depository-institution subsidiary of a BHC were to fail to achieve a satisfactory or better rating under the CRA, FRB may also place limitations on the ability of the BHC FHC to expand conduct certain business activities that FHCs are generally permitted to conduct as well as the FHC’s ability to make certain acquisitions. If the failure to meet these standards persists, the FHC may be required to divest its IDI subsidiaries or cease all activities other than those activities that may be conducted by BHCs that are not FHCs. Furthermore, if an IDI subsidiary of an FHC has not maintained a satisfactory CRA rating, the FHC would not be able to commence any new financial and related activities or acquire a company that engages in such activities, although the FHC would still be allowed to engage in activities closely related to banking and make acquisitions could be restricted. investments in the ordinary course of conducting banking activities.

Source: Item 1A, 10-K 0000092230-26-000030 vs Item 1A, 10-K 0000092230-25-000020

MD&A 210 words changed in this paragraph; it is 34% similar to last year's version.
Operational risk is the risk of loss associated with external events or inadequate or failed internal processes, people, systems, or from external events. systems. It includes legal risk, which is the risk of loss arising from defective transactions, litigation or claims made, litigation, claims, or the failure to adequately protect company-owned Company-owned assets. An operational loss occurs when an event results in a loss or reserve originating from operational risk. The Company executes business activities in diverse markets and relies on the ability of its teammates and systems to process a high number of transactions. Operational risk is inherent in all business activities, and the management of this risk is important to the achievement of the Company’s objectives. Business units and enterprise functions have primary responsibility and accountability for identifying, mitigating, and monitoring operational risks embedded in their business activities, including additional or increased risks created by economic and financial disruptions. Business continuity and disaster recovery planning are critical to effectively managing operational risks. Each business unit and enterprise function is required to develop, maintain, and test these plans at least annually to identify recovery activities that, if needed, can support mission critical functions, including technology, networks and data centers supporting client applications and business operations. While the Company strives to design processes to minimize operational risks, there is no absolute assurance that business disruptions or operational losses will not occur as a result of an external event or internal control breakdown. On an ongoing basis, management makes process changes and investments to enhance Truist’s systems of internal controls and business continuity and disaster recovery plans.

Source: Item 7, 10-K 0000092230-26-000030 vs Item 7, 10-K 0000092230-25-000020

Legal Proceedings 131 words changed in this paragraph; it is 77% similar to last year's version.
This class action case was filed in Fulton County State Court on July 12, 2010, and an amended complaint was filed on August 9, 2010. Plaintiff alleges that all overdraft fees charged to his account which related to debit card and ATM transactions are actually interest charges and therefore subject to the usury laws of Georgia. The amended complaint asserts claims for violations of civil and criminal usury laws, conversion, and money had and received, and seeks damages on a class-wide basis, including refunds of challenged overdraft fees and pre-judgment interest. On October 6, 2017, the trial court granted plaintiff’s motion for class certification and defined the class as “Every Georgia citizen who had or has one or more accounts with SunTrust Bank and who, from July 12, 2006, to October 6, 2017 (i) had at least one overdraft of $500.00 or less resulting from an ATM or debit card transaction (the “Transaction”); (ii) paid any Overdraft Fees as a result of the Transaction; and (iii) did not receive a refund of those Fees,” and the granting of a certified class was affirmed on appeal. The class seeks sought a return of up to $ 452 million in paid overdraft fees from the 2006 to 2017 period above, plus prejudgment interest which, interest, which based on the this amount of claimed fees, was fees would have been estimated to be at approximately $ 431 463 million as of December 31, 2024. A court-ordered mediation was held on February 28, 2024, but no resolution was reached. On March 4, 2024, the trial court issued an order granting in part and denying in part Truist’s motions to amend the class definition to narrow the scope of the class, to compel arbitration against certain class members, and for summary judgment. Truist and the class separately appealed the trial court’s order to the Georgia Court of Appeals. On February 20, 2025, the Georgia Court of Appeals ruled on the appeals and affirmed in part and reversed in part the trial court’s March 4, 2024 order. Truist continues to assess the court’s rulings. 2025.

Source: Item 3, via Note 16 – Commitments and Contingencies, 10-K 0000092230-26-000030 vs Item 3, via Note 16 – Commitments and Contingencies, 10-K 0000092230-25-000020

Accounting Policies 110 words changed in this paragraph; it is 32% similar to last year's version.
December 31, 2024 Standards Not Yet Adopted Improvements 2027 Expense Disaggregation Disclosures / Introduces new requirements to Income Tax Disclosures Improves the transparency disclose more detailed information about certain types of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information expenses not already presented in separate expense captions in the rate reconciliation Consolidated Statements of Income, including employee compensation, depreciation, intangible asset amortization, and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments selling expenses. Banks that present a caption for salaries and benefits under SEC rules would be permitted to improve the effectiveness of income tax disclosures. retain their current definition. Permits either a prospective or retrospective transition approach. Truist is evaluating the impact of this standard on its disclosures. This standard relates to footnote disclosures only.

Source: Item 8, Note 1 – Basis of Presentation, 10-K 0000092230-26-000030 vs Item 8, Note 1 – Basis of Presentation, 10-K 0000092230-25-000020

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of TFC's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-25. Each links to the text at sec.gov.

RemovedRisk Factors
•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.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
Truist is also subject to heightened requirements under the enhanced prudential standards and increased supervisory scrutiny, including, for example, single counterparty credit limits, heightened expectations with respect to governance, risk management and internal controls, and additional capital and liquidity requirements.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
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. These laws and regulations are designed to protect the financial system, consumers, and financial institutions from bad actors and illicit activities by requiring financial institutions to develop and implement programs designed to deter and when possible detect and prevent the use of the financial system to facilitate the funding of criminal activities. Federal law grants substantial enforcement powers to federal financial institution regulators, OFAC, and the U.S. DOJ, among other government agencies, with respect to these laws and regulations. This enforcement authority includes, among other things, the ability to: assess significant civil or criminal monetary penalties, fines, or restitution; issue cease and desist or prohibition orders; and initiate injunctive actions against financial institutions and institution-affiliated parties, including individual teammates. These enforcement actions may be initiated for violations of laws and regulations or unsafe and unsound practices. Additionally, actual or alleged misconduct by teammates, including unethical, fraudulent, improper, or illegal conduct, or unfair, deceptive, abusive, or discriminatory practices, can result in litigation, or government investigations and enforcement actions, and cause significant reputational harm to Truist, even if allegations are ultimately unsubstantiated.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
Truist is subject to regulatory capital and liquidity requirements established by the FRB and the FDIC. These regulatory capital and liquidity requirements are typically developed at an international level by the BCBS and then applied, with adjustments, in each country by the appropriate domestic regulatory bodies. Domestic regulatory agencies have the ability to apply stricter capital and liquidity standards than those developed by the BCBS. In several instances, the U.S. banking agencies have done so with respect to U.S. banking organizations.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
Regulatory capital and liquidity requirements receive periodic review and revision by the BCBS and the U.S. banking agencies. Proposed changes to applicable capital and liquidity requirements, such as the Basel III proposal and the long-term debt proposal, could result in increased expenses or cost of funding, which could negatively affect our financial results or our ability to pay dividends and engage in share repurchases. For more information concerning our legal and regulatory obligations with respect to Basel III and long-term debt requirements, please see “Regulatory Considerations” in Item 1 “Business.”

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
In addition to repurchase claims from GSEs, Truist could be subject to indemnification claims from non-GSE purchasers of the Company’s loans. Claims could be made if the loans sold fail to conform to statements about their quality, the manner in which the loans were originated and underwritten, or their compliance with state and federal law.

Read it in 10-K 2025-02-25 at sec.gov ↗

Show the other 13
RemovedRisk Factors
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.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
2024 was an important year for Truist. We added new clients and deepened existing relationships, invested in our core banking business, made enhancements to our technology and risk infrastructure, and maintained our credit and expense discipline.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
We executed on several important strategic initiatives, including the sale of TIH and the repositioning of our balance sheet. On May 6, 2024, we completed the divestiture of TIH. Refer to “Note 2. Discontinued Operations” for additional information. Following the sale of TIH, Truist executed a strategic balance sheet repositioning of a portion of its AFS investment securities portfolio by selling lower-yielding investment securities, resulting in an after-tax loss of $5.1 billion in 2024, allowing Truist to reinvest a portion of the proceeds in higher yielding securities.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
In July 2024, we successfully completed the sale of Sterling Capital Management LLC, an asset management business. Cash proceeds and the gain recognized on the sale were not material.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
Clarke R. Starnes III retired from his position as CRO and Vice Chair. Brad Bender, a 20-year Truist veteran who previously served as Truist’s Head of Enterprise Operational Services and interim Chief Information Officer, succeeded Starnes as CRO.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
Hugh S. “Beau” Cummins III, Vice Chair and Chief Operating Officer of Truist, resigned from his position, effective January 13, 2025. Following Mr. Cummins’ departure, management of the enterprise payments business transitioned to Kristin Lesher, Senior Executive Vice President and Chief Wholesale Banking Officer. Mr. Cummins’ remaining responsibilities, including leading teams responsible for enterprise operational services, enterprise corporate services, the strategy, transformation, and performance office, and the governance and controls organization, transitioned to Michael B. Maguire, Senior Executive Vice President and CFO.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
We launched Truist Cares for Western North Carolina, a three-year, $725 million commitment to support and sustain hurricane recovery and resiliency through dedicated capital to support rebuilding and resiliency, loans or investments in Community Development Financial Institutions, philanthropic grants to local and national nonprofit organizations, and community service hours.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
• Leverage our capital position by growing and capturing additional share within our high growth markets and existing client base in key focus areas in WB and CSBB and in areas, markets, and client solutions where we have invested significantly and have momentum.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
• In CSBB, grow core deposits, deepen existing relationships with Premier clients, enhance the client digital experience, and drive additional fee and loan growth through our differentiated consumer lending solutions.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
• Continue to invest in important areas like new and existing talent, technology, risk, and cybersecurity, while maintaining our expense discipline with a goal of driving positive operating leverage.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
Truist’s TE revenue for 2024 was $13.5 billion. Excluding securities losses, TE revenue was $20.1 billion, representing a decrease of $101 million compared to 2023. Net interest income on a TE basis was $14.3 billion, down $441 million, or 3.0%, from the prior year primarily as a result of having a smaller more efficient balance sheet after the repositioning improving NIM by five basis points.

Read it in 10-K 2025-02-25 at sec.gov ↗

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