8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

Form 8-K

Current Report

_____________________________

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 23, 2020

Date of Report (Date of earliest event reported)

Truist Financial Corporation

(Exact name of registrant as specified in its charter)

_____________________________

North Carolina	1-10853	56-0939887
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

214 North Tryon Street
Charlotte,	North Carolina	28202
(Address of principal executive offices)		(Zip Code)

(336) 733-2000

(Registrant's telephone number, including area code)

_____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $5 par value	TFC	New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred Stock	TFC.PF	New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series G Non-Cumulative Perpetual Preferred Stock	TFC.PG	New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock	TFC.PH	New York Stock Exchange
Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock	TFC.PI	New York Stock Exchange
5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock	TFC.PJ	New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock	TFC.PO	New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock	TFC.PR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01    Other Events.

On December 23, 2020, Truist Financial Corporation ("Truist") issued a press release commenting on the results of the second round of bank stress tests from the Federal Reserve. Truist announced that its Board of Directors authorized the repurchase of up to $2 billion of the company’s common stock beginning in the first quarter of 2021, as well as certain other actions to optimize Truist’s capital position. Management’s intention is to maintain an approximate 10% Common Equity Tier 1 ratio after taking into account strategic actions such as non-bank acquisitions or stock repurchases. Any stock repurchase activity will be informed by economic and regulatory considerations as well as Truist’s capital position, earnings outlook, and capital deployment priorities.

The Truist capital plan includes maintaining a first quarter 2021 dividend of $0.45 per common share, subject to approval by the Board of Directors at its January 2021 meeting.

The press release is attached hereto as Exhibit 99.1.

ITEM 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release dated December 23, 2020.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUIST FINANCIAL CORPORATION
	(Registrant)
By:	/s/ Cynthia B. Powell
	Cynthia B. Powell
	Executive Vice President and Corporate Controller
	(Principal Accounting Officer)

Date: December 23, 2020

EX-99.1

		News Release
Contact:
Investors:	Ryan Richards 980-465-5000 | investors@truist.com
	Aaron Reeves 336-733-2874 | investors@truist.com
Media:	Shelley Miller 704-692-1518 | media@truist.com

Truist announces increased capital flexibility for 2021

CHARLOTTE, N.C., (December 23, 2020) – Truist Financial Corporation (NYSE: TFC) today announced increased capital flexibility following the release of the second round of bank stress tests by the Federal Reserve. The Federal Reserve modified its prior restrictions on capital distributions, allowing Truist to maintain its per share common stock dividend and repurchase common stock, provided that the aggregate capital distributions do not exceed the average amount of the firm’s net income over the four preceding calendar quarters. The Federal Reserve would also allow Truist to redeem Tier 1 and Tier 2 capital instruments.

The Truist capital plan includes maintaining a first quarter 2021 dividend of $0.45 per common share, subject to approval by our Board of Directors at its January 2021 meeting.

The Truist Board of Directors authorized the repurchase of up to $2 billion of the company’s common stock beginning in the first quarter of 2021, as well as certain other actions to optimize Truist’s capital position. Management’s intention is to maintain an approximate 10% Common Equity Tier 1 ratio after taking into account strategic actions such as non-bank acquisitions or stock repurchases. Any stock repurchase activity will be informed by economic and regulatory considerations as well as Truist’s capital position, earnings outlook, and capital deployment priorities.

Kelly King, Truist Chairman and CEO, said “The latest stress test results demonstrate Truist’s sound capital and risk management practices. As it relates to capital deployment, our highest priority is to continue to meet the needs of our clients by reinvesting in our businesses. After that, our capital priorities are to maintain a strong and stable dividend and pursue strategic opportunities, followed by stock repurchases. Given continued economic uncertainty and our ongoing merger integration work, it is more important than ever to continue to manage our capital levels prudently.”

About Truist

Truist Financial Corporation is a purpose-driven financial services company committed to inspire and build better lives and communities. With 275 years of combined BB&T and SunTrust history, Truist has leading market share in many high-growth markets in the country. The company offers a wide range of services including retail, small business and commercial banking; asset management; capital markets; commercial real estate; corporate and institutional banking; insurance; mortgage; payments; specialized lending; and wealth management. Headquartered in Charlotte, North Carolina, Truist is the sixth-largest commercial bank in the U.S. with total assets of $499 billion as of September 30, 2020. Truist Bank, Member FDIC. Learn more at Truist.com.

CAUTIONARY STATEMENTS

This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the financial condition, results of operations, business plans and the future performance of Truist under hypothetical Supervisory stress scenarios. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should," “would," "could" and other similar expressions are intended to identify these forward-looking statements. Forward-looking statements are not based on historical facts but instead relate to future results and occurrences, and therefore are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Truist’s future financial results will be influenced by actual economic and financial conditions and various other factors, including those described in Truist’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated by its Quarterly Reports on Form 10-Q, and its other reports filed with the Securities and Exchange Commission, and available at www.sec.gov. Truist undertakes no obligation to revise or publicly update any forward-looking statements for any reason following the date of this report, except as required by law or regulation.

XML

Cover	Dec. 23, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 23, 2020
Entity Registrant Name	Truist Financial Corporation
Entity Address, Address Line One	214 North Tryon Street
Entity Incorporation, State or Country Code	NC
Entity File Number	1-10853
City Area Code	336
Local Phone Number	733-2000
Entity Tax Identification Number	56-0939887
Entity Address, City or Town	Charlotte,
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28202
Written Communications	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0000092230
Amendment Flag	false
Entity Emerging Growth Company	false
Common Stock [Member]
Entity Information [Line Items]
Trading Symbol	TFC
Security Exchange Name	NYSE
Title of 12(b) Security	Common Stock, $5 par value
Series F Preferred Stock [Member]
Entity Information [Line Items]
Trading Symbol	TFC.PF
Security Exchange Name	NYSE
Title of 12(b) Security	Depositary Shares each representing 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred Stock
Series G Preferred Stock [Member]
Entity Information [Line Items]
Trading Symbol	TFC.PG
Security Exchange Name	NYSE
Title of 12(b) Security	Depositary Shares each representing 1/1,000th interest in a share of Series G Non-Cumulative Perpetual Preferred Stock
Series H Preferred Stock [Member]
Entity Information [Line Items]
Trading Symbol	TFC.PH
Security Exchange Name	NYSE
Title of 12(b) Security	Depositary Shares each representing 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock
Series I Preferred Stock [Member]
Entity Information [Line Items]
Trading Symbol	TFC.PI
Security Exchange Name	NYSE
Title of 12(b) Security	Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock
Series J Preferred Stock [Member]
Entity Information [Line Items]
Trading Symbol	TFC.PJ
Security Exchange Name	NYSE
Title of 12(b) Security	5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock
Series O Preferred Stock [Member]
Entity Information [Line Items]
Trading Symbol	TFC.PO
Security Exchange Name	NYSE
Title of 12(b) Security	Depositary Shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock
Series R Preferred Stock [Member]
Entity Information [Line Items]
Trading Symbol	TFC.PR
Security Exchange Name	NYSE
Title of 12(b) Security	Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock