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

January 20, 2021

Date of Report (Date of earliest event reported)

Truist Financial Corporation

(Exact name of registrant as specified in its charter)

Commission file number: 1-10853

North Carolina	56-0939887
(State or other jurisdiction of incorporation)	(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(s)	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 January 20, 2021, Truist Financial Corporation (“Truist”) issued a press release announcing that it will redeem all outstanding shares of its 5.200% Series F Non-Cumulative Perpetual Preferred Stock (“Series F Preferred Stock”) and the corresponding depositary shares representing fractional interests in the Series F Preferred Stock (“Series F Depositary Shares”). Truist will also redeem all outstanding shares of its 5.200% Series G Non-Cumulative Perpetual Preferred Stock (“Series G Preferred Stock”) and the corresponding depositary shares representing fractional interests in the Series G Preferred Stock (“Series G Depositary Shares”).

The Series F Depositary Shares (NYSE: TFC.PF, CUSIP: 89832Q851), each representing a 1/1,000th interest in a share of Series F Preferred Stock, and the Series G Depositary Shares (NYSE: TFC.PG, CUSIP: 89832Q844), each representing a 1/1,000th interest in a share of Series G Preferred Stock, will be redeemed simultaneously with the redemption of the Series F Preferred Stock and Series G Preferred Stock, respectively, in each case at a redemption price of $25 per depositary share (equivalent to $25,000 per share of preferred stock). All 18 million outstanding Series F Depositary Shares, and all 20 million outstanding Series G Depositary Shares, will be redeemed on the dividend payment date of March 1, 2021.

Regular dividends, when and if declared, on the outstanding shares of the Series F Preferred Stock and Series G Preferred Stock will be paid separately to holders of record on the applicable record date. On and after the redemption date, all dividends on the shares of Series F Preferred Stock and Series G Preferred Stock will cease to accrue.

A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release dated January 20, 2021.
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
Name:	Cynthia B. Powell
Title:	Executive Vice President and Corporate Controller (Principal Accounting Officer)

Date: January 20, 2021

EX-99.1

Exhibit 99.1

News Release

Contacts:

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 to Redeem All $450 Million of Its 5.200% Series F Non-

Cumulative Perpetual Preferred Stock and All $500 Million of Its

5.200% Series G Non-Cumulative Perpetual Preferred Stock, Each

Represented by Depositary Shares

CHARLOTTE, N.C., (January 20, 2021) – Truist Financial Corporation (NYSE: TFC) today announced that it will redeem all outstanding shares of its 5.200% Series F Non-Cumulative Perpetual Preferred Stock (“Series F Preferred Stock”) and the corresponding 18,000,000 depositary shares (“Series F Depositary Shares”), each representing a 1/1,000th interest in one share of Series F Preferred Stock. Truist also announced that it will redeem all outstanding shares of its 5.200% Series G Non-Cumulative Perpetual Preferred Stock (“Series G Preferred Stock”) and the corresponding 20,000,000 depositary shares (“Series G Depositary Shares”), each representing a 1/1,000th interest in one share of Series G Preferred Stock. The redemptions will occur on March 1, 2021 (the “Redemption Date”).

The Series F Depositary Shares (NYSE: TFC.PF, CUSIP 89832Q851) will be redeemed simultaneously with the redemption of the Series F Preferred Stock on March 1, 2021 for a redemption price equal to $25 per depositary share (equivalent to $25,000 per share of Series F Preferred Stock). When and if declared, regular dividends on the outstanding shares of the Series F Preferred Stock represented by the Series F Depositary Shares for the full current quarterly dividend period will be paid separately on March 1, 2021 to holders of record on the applicable record date, in the customary manner. Accordingly, the redemption price for the Series F Depositary Shares will not include any accrued and unpaid dividends. On and after the Redemption Date, all dividends on the shares of Series F Preferred Stock represented by Series F Depositary Shares so called for redemption shall cease to accrue.

The Series G Depositary Shares (NYSE: TFC.PG, CUSIP 89832Q844) will be redeemed simultaneously with the redemption of the Series G Preferred Stock on March 1, 2021 for a redemption price equal to $25 per depositary share (equivalent to $25,000 per share of Series G

Preferred Stock). When and if declared, regular dividends on the outstanding shares of the Series G Preferred Stock represented by the Series G Depositary Shares for the full current quarterly dividend period will be paid separately on March 1, 2021 to holders of record on the applicable record date, in the customary manner. Accordingly, the redemption price for the Series G Depositary Shares will not include any accrued and unpaid dividends. On and after the Redemption Date, all dividends on the shares of Series G Preferred Stock represented by Series G Depositary Shares so called for redemption shall cease to accrue.

The Series F Depositary Shares and Series G Depositary Shares are held through The Depository Trust Company (DTC) and will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Series F Depositary Shares or the Series G Depositary Shares will be made by Computershare Trust Company, N.A., as redemption agent, in accordance with the Deposit Agreement that governs each series of depositary shares. Certificates or book entry holdings representing shares of either the Series F Preferred Stock or the Series G Preferred Stock and receipts evidencing either the Series F Depositary Shares or the Series G Depositary Shares called for redemption should be surrendered for payment at the following address:

Computershare Trust Company, N.A.

Attn: Corporate Actions

150 Royall St.

Canton, MA 02021.

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.

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Document and Entity Information	Jan. 20, 2021
Document And Entity Information [Line Items]
Entity Registrant Name	TRUIST FINANCIAL CORP
Amendment Flag	false
Entity Central Index Key	0000092230
Document Type	8-K
Document Period End Date	Jan. 20, 2021
Entity File Number	1-10853
Entity Incorporation State Country Code	NC
Entity Tax Identification Number	56-0939887
Entity Address, Address Line One	214 North Tryon Street
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28202
City Area Code	(336)
Local Phone Number	733-2000
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Pre Commencement Issuer Tender Offer	false
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