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

September 7, 2022

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 1/4,000th 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 7, 2022, Truist Financial Corporation (“Truist”) announced that Michael B. Maguire has been appointed as Chief Financial Officer of Truist, effective as of September 15, 2022. Mr. Maguire, age 44, will succeed Daryl N. Bible, who announced in May 2022 that he planned to retire from Truist upon the naming and transition of his successor.

Since December 2019, Mr. Maguire has served as Chief Consumer Finance and Payments Officer of Truist, leading the company’s consumer finance businesses, including LightStream, Service Finance, Sheffield Financial, Dealer Retail Services, and Truist’s student loan unit. In this role, he has also been responsible for Truist’s enterprise payments strategy group and for Truist’s wholesale payments businesses, including treasury solutions, merchant services, and commercial card. Prior to this role, Mr. Maguire served as Enterprise Partnerships and Investments Executive for Truist predecessor, SunTrust Banks, Inc., from September 2018 to December 2019 where he led the sourcing, execution, and management of strategic equity investments in the financial technology sector. Before serving in this position, Mr. Maguire spent 16 years as an investment banker at Truist Securities, Inc. (then known as SunTrust Robinson Humphrey, Inc.) where he most recently led the company’s technology and services investment banking group.

The Compensation and Human Capital Committee of the Board of Directors of Truist will review Mr. Maguire’s compensation in connection with his new role at its upcoming meeting and will consider appropriate adjustments.

ITEM 7.01    Regulation FD Disclosure.

A copy of the news release issued by Truist announcing Mr. Maguire’s appointment, dated September 7, 2022, is furnished as Exhibit 99.1. The news release at Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

ITEM 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description of Exhibit
99.1	News release dated September 7, 2022.
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: September 7, 2022

EX-99.1

Exhibit 99.1

News Release

Truist names Mike Maguire as chief financial officer

CHARLOTTE, N.C., Sept. 7, 2022 -- Truist Financial Corporation (NYSE: TFC) today announced that Mike Maguire, Truist’s chief consumer finance and payments officer, has been named chief financial officer (CFO) effective Sept. 15. Maguire succeeds current Truist CFO Daryl Bible, whose retirement was announced in May and who will remain at Truist during a transition period.

Maguire will continue to serve as a member of Truist’s executive leadership team reporting to Chairman and Chief Executive Officer Bill Rogers and will oversee accounting, tax, treasury, financial planning and analysis, investor relations and other responsibilities from the bank's Charlotte, North Carolina, headquarters.

“Mike is a strategic and purpose-driven leader with an exceptional depth of experience across our enterprise and a deep understanding of the impact technology has in shaping our operating environment. We will draw on that experience as Mike assumes his new role during this time of exciting transformation at Truist,” said Rogers.

In his current role, Maguire leads Truist’s consumer finance and payments businesses, including LightStream, Service Finance, Sheffield Financial, Dealer Retail Services and its student loan unit. In addition, he is responsible for the enterprise payments strategy group and wholesale payments businesses including treasury solutions, merchant services and commercial card.

Prior to this role, Maguire served as the head of enterprise partnerships and investments leading the sourcing, execution and management of strategic equity investments in the financial technology sector at a Truist predecessor. Before that, he led the technology and services investment banking group for Truist Securities.

“Our teammates, clients, investors and communities are excited by Truist’s purpose and potential, and I look forward to serving them as CFO,” said Maguire.

Reiterating his thanks to Truist’s current CFO Daryl Bible, Rogers said, “Daryl has played an essential role in the success of our merger, and his many years of experienced leadership and service to clients and teammates has helped Truist fulfill its purpose to inspire and build better lives and communities in the markets we serve.”

About Truist

Truist Financial Corporation is a purpose-driven financial services company committed to inspiring and building better lives and communities. 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 a top 10 U.S. commercial bank with total assets of $545 billion as of June 30, 2022. Truist Bank, Member FDIC. Learn more at Truist.com.

SOURCE Truist Financial Corporation

For further information: media@truist.com

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XML

Cover	Sep. 07, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 07, 2022
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
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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 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