TRUIST FINANCIAL CORP — Form 8-K

Truist Financial Corp restated and amended its bylaws effective July 28, 2026. Key changes include: (1) Shareholder-requested special meetings now require 20% ownership threshold (previously higher); (2) Proxy access for director nominees expanded—3% owners holding for 3 years can nominate up to 25% of board (or 2 directors minimum); (3) Enhanced disclosure requirements for shareholder proposals and director nominees; (4) Reinforced 75% supermajority board vote requirement for any amendment to headquarters location (Charlotte, NC) or benefit plan provisions tied to the 2019 BB&T/SunTrust merger agreement; (5) Refined procedures for shareholder meetings, director elections, proxy contests, and compliance with SEC Rule 14a-19.