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

April 3, 2023

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 1/4,000th 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 7.01 Regulation FD Disclosure

On February 16, 2023, Truist Financial Corporation (“Truist”) announced that it had reached a definitive agreement to sell a 20% minority stake in its insurance brokerage subsidiary, Truist Insurance Holdings, LLC (formerly known as Truist Insurance Holdings, Inc.), to an investor group led by Stone Point Capital LLC (the “Transaction”).

Truist today announced that the Transaction has closed. A copy of the news release issued by Truist announcing the closing of the transaction 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. All information in this Current Report on Form 8-K and in the exhibits hereto speaks as of the date hereof and thereof, respectively, and Truist does not assume any obligation to update such information in the future. In addition, Truist disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 7.01 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit     No.	Description of Exhibit
99.1	News release dated April 3, 2023
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: April 3, 2023

EX-99.1

Exhibit 99.1

Truist completes previously announced sale of minority stake in Truist Insurance Holdings to

Stone Point Capital

CHARLOTTE, N.C. and GREENWICH, Conn. – April 3, 2023 – Truist (NYSE: TFC) announced today that it has completed the previously announced sale of a 20% stake in Truist Insurance Holdings, LLC, a subsidiary of Truist and the sixth-largest insurance brokerage in the United States, to funds managed by Stone Point Capital, a leading private equity firm focused on the global financial services industry, for $1.95 billion, representing an aggregate value of $14.75 billion. Mubadala Investment Company and other co-investors also participated in the investment with Stone Point.

The transaction strategically positions Truist Insurance Holdings and Truist for long-term success and growth and demonstrates the significant value of the insurance business. Truist will continue to maintain strategic flexibility and future upside in Truist Insurance Holdings through its 80% majority ownership stake. Truist Insurance Holdings will continue to benefit from Truist’s operations, access to capital, and client relationships. Additionally, Stone Point’s role as a strong capital partner with deep industry expertise is expected to enable future growth opportunities.

“This investment is a testament to the quality and success of Truist Insurance Holdings and our teammates,” said Truist Chairman and CEO Bill Rogers. “We look forward to continuing our longstanding relationship with Stone Point to grow our insurance business and further deepen our partnerships with clients and the communities we serve, while also preserving significant strategic and financial flexibility in the business.”

Truist Insurance Holdings will continue to be led by Chairman and CEO John Howard and will be overseen by a five-person board, with four members appointed by Truist and one member appointed by Stone Point. The transaction increases Truist’s Common Equity Tier 1 ratio by approximately 30 basis points. Truist also continues to expect the transaction to be relatively neutral to earnings per share.

“This partnership highlights the value of our business, people and brands,” said Howard. “Stone Point’s investment creates more capacity for our business to grow while bolstering our competitive position as our industry continues to consolidate. Consequently, I view this partnership as the best of both worlds – maintaining our strong relationship with Truist while also gaining an experienced partner in Stone Point.”

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 and offers a wide range of products and services through our retail and small business banking, commercial banking, corporate and investment banking, insurance, wealth management, and specialized lending businesses. Headquartered in Charlotte, North Carolina, Truist is a top 10 U.S. commercial bank with total assets of $555 billion as of December 31, 2022. Truist Bank, Member FDIC. Learn more at Truist.com.

About Truist Insurance Holdings

Truist Insurance Holdings, LLC the sixth-largest insurance broker in the U.S. and seventh-largest in the world, is a subsidiary of Truist Financial Corporation (NYSE: TFC). Headquartered in Charlotte, NC, Truist Insurance Holdings operates more than 250 offices through its Wholesale, Retail, and Insurance Services divisions. To learn more, visit www.truistinsurance.com.

About Stone Point

Stone Point is an investment firm based in Greenwich, CT, with over $45 billion of assets under management. Stone Point targets investments in companies in the global financial services industry and related sectors. The firm invests in a number of alternative asset classes, including private equity through its flagship Trident Funds. Stone Point also manages both liquid and private credit funds and managed accounts. In addition, Stone Point Capital Markets supports our firm, portfolio companies and other clients by providing dedicated financing solutions. For more information, please visit https://www.stonepoint.com/.

About Mubadala Investment Company

Mubadala Investment Company is a sovereign investor managing a global portfolio, aimed at generating sustainable financial returns for the Government of Abu Dhabi. Mubadala’s $284 billion portfolio spans six continents with interests in multiple sectors and asset classes. It leverages its deep sectoral expertise and long-standing partnerships to drive sustainable growth and profit, while supporting the continued diversification and global integration of the economy of the United Arab Emirates. For more information about Mubadala Investment Company, please visit: www.mubadala.com.

Cautionary Note Regarding Forward-Looking Statements

This release contains “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 future performance of Truist and TIH. 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 represent management’s expectations and assumptions regarding the company’s business, the economy and other future conditions. Therefore, such statements involve inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by forward-looking statements. While there can be no assurance that any list of risks and uncertainties is complete, important factors that could cause actual results to differ materially from those contemplated by forward-looking statements include the risks and uncertainties more fully discussed under Item 1A-Risk Factors in Truist’s most recently filed Annual Report on Form 10-K and in Truist’s subsequent filings with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by applicable law or regulation, Truist undertakes no obligation to revise or update any forward-looking statements.

Truist Investor Contact:

Ankur Vyas

404-827-6714

investors@truist.com

Truist Media Contact:

Kyle Tarrance

media@truist.com

Truist Insurance Holdings Media Contact:

Kedar Bryan

Kedar.bryan@truist.com

Stone Point Contact:

Mary Manin

203-862-3126

mmanin@stonepoint.com

XML

Document and Entity Information	Apr. 03, 2023
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	Apr. 03, 2023
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
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $5 par value
Trading Symbol	TFC
Security Exchange Name	NYSE
Depositary Shares Each Representing 14000th Interest In A Share Of Series I Perpetual Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock
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Security Exchange Name	NYSE
Auction Rate Preferred Securities [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock
Trading Symbol	TFC.PJ
Security Exchange Name	NYSE
Depositary Shares Each Representing 11000th Interest In A Share Of Series O Not Cumulative Perpetual Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary shares, each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock
Trading Symbol	TFC.PO
Security Exchange Name	NYSE
Depositary Shares Each Representing 11000th Interest In A Share Of Series R Not Cumulative Perpetual Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock
Trading Symbol	TFC.PR
Security Exchange Name	NYSE