ThZeal - The Zeal

tfc-20231110

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

November 10, 2023

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 November 10, 2023, the Board of Directors of Truist Financial Corporation (“Truist”) appointed Hugh S. “Beau” Cummins III, Vice Chair of Truist, to the role of Chief Operating Officer, effective immediately. In this role, Mr. Cummins, age 61, will lead teams responsible for enterprise operational services, corporate strategy, enterprise change and transformation, enterprise governance and controls, and enterprise payments. As a result of this appointment, William H. Rogers, Jr., Chairman, Chief Executive Officer and President of Truist, will no longer serve in the capacity or hold the title of Chief Operating Officer. No adjustments to Mr. Cummins’ compensation will be made in connection with his appointment to this new role.

Since September 2021, Mr. Cummins has served as Vice Chair of Truist, leading the company’s corporate and investment banking, commercial real estate, wealth, and national consumer finance services and payments businesses, in addition to Truist's corporate strategy and enterprise operations. Prior to this role, Mr. Cummins served as the head of Truist’s corporate and institutional group from December 2019 to September 2021. Before serving in that position, Mr. Cummins was the Co-Chief Operating Officer and Wholesale Segment Executive for Truist predecessor, SunTrust Banks, Inc., from February 2018 to December 2019, with responsibility for corporate and investment banking, commercial and business banking, treasury and payment solutions, and commercial real estate, as well as the enterprise efficiency office and procurement.

ITEM 7.01 Regulation FD Disclosure.

A copy of the news release issued by Truist announcing Mr. Cummins’ appointment and other organizational and personnel changes, dated November 14, 2023, 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 November 14, 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
						Cynthia B. Powell
						Executive Vice President and Corporate Controller
						(Principal Accounting Officer)

Date: November 14, 2023