SEC Division of Corporation Finance no-action letter: Truist Financial Corporation

September 22, 2026
Cheryl L. Haas
McGuireWoods LLP
1075 Peachtree St. NE
35th Floor
Atlanta, GA 30309
Re: Truist Financial Corporation - Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Ms. Haas:
This is in response to your letter dated September 18, 2026 to Erin Wilson (“Waiver Letter”), written on behalf of Truist Financial Corporation (“Truist”), related to the Commission’s September 22, 2026 order against Truist Advisory Services, Inc. (“TAS”), a subsidiary of Truist, pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (the “Order”). Entry of the Order will render Truist an “ineligible issuer” under clause (1)(vi) of the ineligible issuer definition in Rule 405 of the Securities Act of 1933. Truist requests relief from this designation. Based on the facts and representations in the Waiver Letter, we have determined that Truist has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 that it is not necessary under the circumstances that Truist be considered an ineligible issuer. Any different facts from those represented or TAS’s failure to comply with the terms of the Order would require us to revisit our determination and the Commission reserves the right, in its sole discretion, to revoke or further condition this waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ M. Hughes Bates M. Hughes Bates Chief, Office of Enforcement Liaison Division of Corporation Finance

September 18, 2026
Via Email
Attn: Erin Wilson
U.S. Securities and Exchange Commission
Office of Enforcement Liaison
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: Truist Financial Corporation - Waiver Request of Ineligible Issuer Status under Rule 405 Dear Office of Enforcement Liaison:
This letter is submitted on behalf of Truist Financial Corporation (“Truist”), in connection with the settlement of an administrative proceeding instituted by the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) against Truist’s subsidiary, Truist Advisory Services, Inc. (“TAS”). The settlement resulted in the entry of an administrative and cease-and-desist order against TAS (the “Order”), which is described below. Truist is a publicly-traded company with securities listed on the New York Stock Exchange and a well-known seasoned issuer (“WKSI”) under Rule 405 of the Securities Act of 1933, as amended (“Securities Act”). TAS is a wholly-owned subsidiary of Truist and is registered with the SEC as an investment adviser. Pursuant to Rule 405 promulgated under the Securities Act, Truist hereby respectfully requests that the Commission, directly or pursuant to the authority delegated to the Division of Corporation Finance (“Division”), determine that for good cause shown, it is not necessary under the circumstances that Truist be considered an “ineligible issuer” under Rule 405 and therefore waive the disqualification that resulted from the Commission’s Order. Truist believes that a waiver is appropriate under the circumstances. TAS has significantly restructured and enhanced the trade correction supervisory processes at issue in the Order. Given these changes, Truist’s disqualification is not necessary to protect investors. BACKGROUND TAS and the SEC Division of Enforcement have settled the above-referenced matter concerning TAS’s failures with respect to a “cancel-rebill” scheme perpetrated by Gary Costello (“Costello”) while he McGuireWoods LLP 1075 Peachtree St NE. 35th Floor Atlanta, GA 30309 Phone: 404.443.5500 Fax: 404.443.5599 www.mcguirewoods.com Cheryl L. Haas Direct: 404.443.5726 Fax: 404.443.5777 chaas@mcguirewoods.com

was an investment adviser representative with TAS.1 TAS has consented, solely for the purpose of proceedings brought by the Commission, to the entry of an order without admitting the findings set forth in the Order. The findings in the Order provide that from March to August 2023, Costello used TAS’s trade correction process to cancel ten losing trades from his personal brokerage account and rebill them to four of his clients. At the time of the cancel-rebills, Costello had $503,659 in unrealized losses on the trades and numerous margin calls. By cancel-rebilling those trades and their unrealized losses, Costello misappropriated $503,659 from his advisory clients. TAS approved Costello’s trade correction requests without considering that the trades were being cancel-rebilled from Costello’s personal brokerage account to certain of his clients’ accounts and without following its account trading policy to monitor for patterns of errors by individual investment adviser representatives. Specifically, TAS’s policies and procedures provided that TAS had to approve trade corrections. Costello submitted his trade correction requests at various times after the original trade, ranging from the same day to up to 16 trading days after the original trade. After reviewing the trade correction requests, TAS approved all ten of Costello’s trade correction requests that cancel-rebilled ten losing trades from Costello’s personal account to certain of his clients’ accounts. The Order provides that TAS then processed the cancel-rebills by moving the trades from Costello’s brokerage account to an account of a TAS-related company’s average price account and then to the accounts of four Costello clients. The Order further provides that (a) at least three times, beginning in late April 2023, Costello emailed TAS that he was resolving a pending margin call by submitting a trade correction to move a trade out of his account; and (b) after TAS’s custodian brokerage firm inquired on July 25, 2023, regarding margin calls on Costello’s accounts and requested context surrounding certain trade corrections, TAS approved three Costello trade correction requests that cancel-rebilled three trades from his account to three of his client accounts. The TAS trade correction policies and procedures required TAS to review trade correction requests and supporting documentation to determine whether a request was warranted and to “monitor [ ] for patterns of errors by individual [investment adviser representatives].” The Order provides that Costello’s trade correction requests evidenced a pattern of moving unprofitable trades from his personal account to his client accounts. The Order further provides that, when approving the ten cancel-rebills at issue, TAS did not monitor Costello’s trade errors for patterns. The Order additionally provides that TAS did not implement its policies and procedures. The Order finds that TAS willfully violated Sections 206(2) and 206(4) of the Investment
Advisers Act of 1940 (the “Advisers Act”) and Rule 206(4)-7 thereunder resulting from its failures in respect of the detection and review of the cancel-rebill scheme. The Order also finds that TAS failed reasonably to supervise Costello, within the meaning of Section 203(e)(6) of the Advisers Act, with a view to preventing and detecting his violations of Section 17(a) of the Securities Act, Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Advisers Act. Without admitting the findings in the Order, except as to the Commission’s jurisdiction over TAS and the subject matter of the proceeding, TAS consented to the issuance of the Order, and to (i) cease and desist from committing or causing any violations and any future violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder; (ii) a censure; and (iii) the payment of a civil monetary penalty of $200,000. 1 The Commission instituted a settled administrative and cease-and-desist proceeding against Costello. See In re Costello, Rel. No. 33-11380 (July 16, 2025).

DISCUSSION
A WKSI, as defined in Rule 405 of the Securities Act, is eligible to utilize significant reforms in the securities offering and communication processes that the Commission adopted in 2005. A company that is an “ineligible issuer” loses the benefits bestowed on a WKSI. An issuer is an “ineligible issuer” if, in relevant part, “[w]ithin the past three years … the issuer or any entity that at the time was a subsidiary of the issuer was made the subject of any judicial or administrative decree or order arising out of a governmental action that: (A) Prohibits certain conduct or activities regarding, including future violations of, the anti-fraud provisions of the federal securities laws; (B) Requires that the person cease and desist from violating the anti-fraud provisions of the federal securities laws; or (C) Determines that the person violated the anti-fraud provisions of the federal securities laws.”2 The Order finding that TAS willfully violated certain anti-fraud provisions of the federal securities laws will render Truist an “ineligible issuer” under Rule 405. The Commission retains the authority under Rule 405 to determine “upon a showing of good cause, that it is not necessary under the circumstances that the issuer be considered an ineligible issuer.”3 The Commission has delegated authority to the Division to make such a determination. For the reasons set forth below, we respectfully submit that there is good cause for the Division, acting pursuant to its delegated authority, or the Commission, to determine that granting the waiver in this case would be consistent with the public interest and the protection of investors.

1. Nature of the Violation and Whether the Violation Casts Doubt on the Ability of the
   Issuer to Produce Reliable Disclosures
   The findings in the Order relate to failures by Truist’s investment advisory subsidiary, TAS, under the Advisers Act. Specifically, the Order finds that TAS failed to detect and prevent violative transactions conducted by its investment adviser representative and failed to adopt and implement written policies and procedures reasonably designed to detect and prevent such violative transactions. In addition, the Order finds that TAS failed to supervise its investment advisory representative with a view to detecting and preventing his violations of the securities laws. The conduct described in the Order does not call into question the reliability of Truist’s current or future public disclosures as an issuer of securities and did not involve Truist’s financial statements or any of its other disclosures. The Order did not find any weaknesses or violations associated with the disclosures and other internal controls maintained by Truist in connection with its preparation and review of its financial statements and Commission filings under the Securities Act and the Exchange Act. None of the individuals who were involved in the supervision of Costello or the review or approval of his trade correction requests, or any other trade correction requests, are involved in the preparation or review of Truist’s public disclosures, financial statements, or filings with the Commission.

2. The Order Does Not Involve a Criminal Conviction or Scienter-Based Violation
   The Order does not involve a criminal conviction and does not involve violations of the scienter￾based anti-fraud provisions of the securities laws. 2 See Securities Act Rule 405 – Ineligible Issuer (1)(vi). 3 See Securities Act Rule 405 – Ineligible Issuer (2).

3. Persons Responsible for the Misconduct
   The conduct described in the Order involves TAS’s failures in connection with a cancel-rebill scheme perpetrated by a TAS investment adviser representative. There were three supervisory team members that were involved in reviewing the representative’s trade correction requests. These team members failed to follow TAS’s policies and procedures in their review and approval of the requests. In addition to terminating Costello, TAS took disciplinary action against these three supervisory staff that were responsible for the review and approval of Costello’s trade corrections. TAS reviewed each supervisory team member’s performance from March through July or August 2023, as applicable, and issued final warning letters to the three supervisors, one in September and the other two in October 2023. Two of those three supervisory staff are no longer with TAS, as one was terminated for cause in January 2024 and the other resigned. The remaining supervisor is no longer involved in trade correction review or approval. No employees of Truist responsible for the preparation of its financial statements and filings with the Commission under the Securities Act and the Exchange Act as an issuer or members of Truist’s Board of Directors knew of or were involved in the conduct described in the Order, nor did they ignore any red flags with respect to such conduct.

4. The Duration of the Misconduct
   The violations reflected in the Order occurred from March 2023 to August 2023.

5. Remedial Steps
   As the Order recognizes, TAS conducted an internal investigation to review Costello’s trading activity. TAS restricted activity in his account and ultimately terminated him. The Order acknowledged that TAS subsequently took additional remedial actions, including reimbursing clients for their losses in full with interest. As described more fully below, TAS also conducted further analysis to determine whether any other investment adviser representatives had cancel-rebilled unprofitable trades to clients and found no other similar activity; restructured the teams and processes for reviewing margin calls and trade correction requests; revised its trade correction policies; enhanced review protocols for employee-account trade corrections; and took corrective action with respect to the individuals involved in approving Costello’s trade correction requests. A. TAS Reviewed Activity in Costello’s Account, Engaged an Outside Consultant and Remediated All Impacted Clients. TAS commenced an internal investigation in August 2023 to review the activity in Costello’s account. TAS reviewed Costello’s book of business and his allocation of assets generally, the specific cancel-and-rebill transactions to client accounts and the change in value of trade positions, any related margin call notifications, and any customer complaints. In addition, TAS retained outside counsel, and outside counsel initiated a privileged investigation, which included retaining an outside consultant to assist in its investigation and remediation calculations through an independent review of Costello’s client accounts. The outside consultant reviewed all transactional data for Costello and his client accounts, identified and traced all cancel-and-rebill transactions, reviewed any potentially unauthorized or otherwise

suspicious activity, compared Costello’s trading to his clients’ trading, and reviewed any customer complaints. TAS remediated all accounts4 affected by Costello’s trade corrections, with interest. B. Look Back Review Beginning in August 2023, TAS promptly conducted a lookback review across all TAS accounts for similar conduct by other registered representatives, going back to February 18, 2021 (the date on which TAS’s operational system was fully integrated following a series of transactions combining the businesses of SunTrust Banks, Inc. and BB&T Corporation). TAS first reviewed all trades that were canceled from a registered representative’s personal account and rebilled into a client account between February 2021 and August 2023, and later updated the lookback through Q1 2024. Based on that lookback review, TAS did not identify any unauthorized or otherwise problematic transactions.
C. Enhancements in Internal Controls and Policies and Procedures
TAS, in coordination with Truist Investment Services, Inc. (“TIS”), the registered broker-dealer that executes all transactions for TAS, implemented various enhancements in its internal controls and updated its policies and procedures to reflect the enhanced review process. Collectively, TAS and TIS implemented improvements to the trade correction review process beginning in August 2023 and continuing through December 2023, and an improved margin call review process in September 2023. These enhancements are reasonably designed to promptly identify and address situations like the cancel-and-rebill activity at issue in the Order (that is, a situation where a financial advisor (i) cancels and rebills improperly from employee to customer accounts and/or (ii) cancels and rebills improperly to cover the employee’s own margin calls). Trade Correction Process As provided in the Order, TAS supervisory staff reviewing Costello’s trade correction requests had not considered the fact that the requests involved transactions in employee accounts. TAS provided training to reviewers on an enhanced trade correction supervision process, and that training is also required in the onboarding process for new reviewers. In August 2023, TAS also implemented enhancements to systematically code and flag trade corrections involving employee accounts. In October 2023, TAS transferred the review of all trade corrections to the Regional Supervisor team, a specialized group responsible for reviewing the trade blotter and alerts. This enhanced holistic review includes identifying trade movements among different accounts, identifying trade patterns with broader data, and comprehensively reviewing each account involved in the trade correction. The specialized review group is better equipped to conduct a comprehensive review and spot problematic corrections earlier. TAS also implemented a process for escalating potentially suspicious trade correction activity. This includes the cancellation of a trade in an employee account involving a position that has depreciated in value, as well as the movement of a trade from an employee account to a client account or from a client account to an employee account. In September 2023, TAS added a requirement that trade corrections moving between an employee account and a client account, or otherwise favorable to the employee, receive Division Director or Regional Director approval, with that approval attached to the work request. During reviews where one or more of these circumstances are identified, the Regional Supervisor also performs a lookback to determine whether there is a pattern of activity, and any patterns are reported to the Regional Director and are escalated as may be warranted. A Director (either Regional or Division) then reviews the 4 There is one former client who did not respond to any TAS communications despite TAS sending multiple letters and checks. TAS has not heard from the client to date.

pattern of activity with the applicable employee. This process is designed to prevent approval of trade corrections like Costello’s by highlighting interactions involving employee accounts and requiring additional supervisory review before approval. Margin Call Review As of September 2023, TAS enhanced the existing margin call review process to identify potential issues involving margin calls in employee accounts. The monthly margin monitoring process was strengthened by adding reviews by the Margin Department manager and the group that also reviews trade corrections, alerts, and blotters. An indicator for employee, employee family, and client accounts was added to margin review reporting so that the margin report highlights margin calls in employee-related accounts. TAS also strengthened control over open margin calls by requiring that the direct manager be copied on all email notices sent to financial advisors regarding employee account-related open margin calls and their due dates. TAS also enhanced the weekly consolidated margin review. This report is composed of all margin calls from the prior week and informs whether a notice email was sent to the financial advisor and includes information relating to how the margin call was met, the due status, and whether the margin call account is an employee-related account. By highlighting margin calls involving employee accounts, Truist believes the margin review will be more likely to identify employees with margin calls on their accounts. Therefore, additional scrutiny could be applied to such employees and their trading activity. In Costello’s case, Costello was engaging in the cancel-rebill activity in part to cover his margin calls. Based upon the remedial actions undertaken by Truist and TAS, Truist believes that its enhanced processes are reasonably designed to detect and address any future misconduct similar to the conduct giving rise to the enforcement action.
6. Impact on Issuer if Request is Denied
If the Commission denies Truist’s request for a waiver, the impact on Truist would be a disproportionate hardship in light of the nature of the misconduct and could result in burdens and limitations on Truist that are not necessary for the public interest or for the protection of investors. Truist is a large financial institution that relies on automatic shelf registration statements to conduct its ordinary course business transactions. The loss of Truist’s status as an eligible issuer could, in certain respects described below, reduce Truist’s flexibility in raising capital, which it relies on when considering its capital, liquidity and contingency planning, including with respect to conducting its operations and complying with certain banking regulations such as regulations relating to Truist’s level of capital and liquidity. Truist has made, and continues to make, regular use of its WKSI status. Since the filing of Form S-3ASR with the Commission on January 19, 2024, Truist has offered $11.5 billion in debt securities, including its senior notes. The proceeds from these offerings have been utilized by Truist for general corporate purposes. As an ineligible issuer, Truist would lose the flexibility (i) to file automatic shelf registration statements to register an indeterminate amount of securities, (ii) to offer additional securities of the classes covered by the registration statement without filing a new registration statement, (iii) to omit certain information from the prospectus, and (iv) to take advantage of the “pay-as-you-go” fees.

PRIOR RELIEF
BB&T, Truist’s predecessor,
5 had previously been granted waivers under Rule 405 from being considered an “ineligible issuer” in the following instances. In each instance, such waiver was granted to all firms participating in a self-reporting program intended to address specific widespread industry issues unrelated to securities offerings:

• In the Matter of Certain Underwriters Participating in the Municipalities Continuing Disclosure
  Cooperation Initiative, Securities Act Rel. No. 9956 (September 30, 2015). This waiver related to BB&T’s participation as an underwriter of municipal securities in the Municipalities Continuing Disclosure Cooperation Initiative, a self-reporting program intended to address violations of the federal securities laws resulting from misrepresentations in municipal bond offering documents about prior compliance with continuing disclosure obligations.
• In the Matter of Certain Investment Advisers Participating in the Share Class Selection Disclosure
  Initiative, Securities Act Rel. No. 10612 (March 11, 2019). This waiver related to BB&T’s participation as an investment adviser in the Share Class Selection Disclosure Initiative, a self￾reporting program designed to address violations of the federal securities laws resulting from investment advisers failing to make required disclosures relating to their selection of mutual fund share classes that paid the advisers or their related entities or individuals a fee pursuant to Rule 12b-1 of the Investment Company Act of 1940 when a lower-cost share class for the same fund was available to clients. As with the current Order, the orders giving rise to the above-referenced waivers did not involve BB&T’s securities offerings or relate to it or its officers’ abilities to make reliable disclosures in connection with securities offerings. The facts related to these previous matters are unrelated to the facts described in the present Order. Moreover, these past matters do not relate to any practices of Truist at issue in the present Order. CONCLUSION Truist respectfully submits that the Division, on behalf of the Commission, or the Commission itself, should grant the request for this waiver because the Order does not find violations of scienter-based fraud or involve criminal conduct. The violations did not involve misstatements or omissions in Truist’s disclosures or financial statements. In light of these considerations, Truist respectfully submits that it has shown good cause that it is not necessary under the circumstances that Truist be considered an “ineligible issuer.” Accordingly, Truist requests that the Division, on behalf of the Commission, or the Commission itself, make a determination that there is good cause for Truist not to be considered an “ineligible issuer” as a result of the Order. 5 Truist was formed on December 6, 2019, as a result of the merger of BB&T Corporation (“BB&T”) and SunTrust Banks, Inc. (“SunTrust”). Truist assumed BB&T Corporation’s SEC reporting number. Truist has not previously sought or received a waiver of “ineligible issuer” status since formation.

Should you have any questions regarding the foregoing, or if we may be of any further assistance, please do not hesitate to contact me. Sincerely, Cheryl L. Haas