Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Schedule 14(a) of the

Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☒		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Truist Financial Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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TRUIST FINANCIAL CORPORATION 214 N. TRYON STREET CHARLOTTE, NC 28202 V27981-P03814-Z86760 Your Vote Counts! TRUIST FINANCIAL CORPORATION 2024 Annual Meeting Vote by April 22, 2024 11:59 PM ET. For shares held in the Truist 401(k) Plan, vote by April 19, 2024 1:00 AM ET. [Graphic Appears Here] You invested in TRUIST FINANCIAL CORPORATION and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on April 23, 2024. Get informed before you vote View the 2024 Proxy Statement, Annual Report and Form 10-K online OR you can receive a free paper or email copy of the material(s) by submitting a request prior to April 9, 2024. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [e-mail]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* April 23, 2024 11:00 a.m. Eastern Time Virtually at: www.virtualshareholdermeeting.com/TFC2024 *Please check the meeting materials for any special requirements for meeting attendance.

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Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Board Voting Items Recommends 1. The election of thirteen directors, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders. 1a. Jennifer S. Banner For 1b. K. David Boyer, Jr. For 1c. Agnes Bundy Scanlan For 1d. Dallas S. Clement For 1e. Patrick C. Graney III For 1f. Linnie M. Haynesworth For 1g. Donna S. Morea For 1h. Charles A. Patton For 1i. William H. Rogers, Jr. For 1j. Thomas E. Skains For 1k. Laurence Stein For 1l. Bruce L. Tanner For 1m. Steven C. Voorhees For 2. Ratification of the appointment of PricewaterhouseCoopers LLP as Truist’s independent registered public accounting firm for 2024. For 3. Advisory vote to approve Truist’s executive compensation program. For 4. Shareholder proposal regarding an annual report on lobbying activities, if properly presented at the Annual Meeting. Against 5. Shareholder proposal regarding a report on Board oversight of risks related to discrimination, if properly presented at Against the Annual Meeting. NOTE: Designated proxies are authorized to transact such other business as may properly come before the meeting or any adjournment or postponement thereof. V27982-P03814-Z86760

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