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