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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

May 27, 2025

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)

(844) 487-8478

(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 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 May 27, 2025, the Board of Directors (the “Board”) of Truist Financial Corporation (the “Company”) appointed Jonathan Pruzan as a director of the Company, effective immediately. Mr. Pruzan was also appointed to serve as a member of the Board of Directors of the Company’s wholly-owned subsidiary, Truist Bank (together with the Board, the “Boards”), effective immediately. The Boards have assigned Mr. Pruzan to serve on the Joint Risk Committee of the Boards.

Mr. Pruzan will receive compensation in accordance with the Company's standard compensation arrangements for non-employee directors, which consist of an annual cash retainer of $100,000, an additional annual cash retainer of $15,000 for service on the Risk Committee, and an annual grant of restricted stock units having a value of $180,000 on the date of grant, which vests at the end of the year in which it is granted. These compensatory arrangements are described under the heading "Compensation of Directors" in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 17, 2025. Mr. Pruzan’s cash retainers and equity award for 2025 will be prorated based on the number of days he will serve as a director in 2025.

ITEM 7.01 Regulation FD Disclosure.

A copy of the news release issued by the Company announcing Mr. Pruzan’s appointment, dated May 29, 2025, 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. Such information may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references Section 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 May 29, 2025.
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: May 29, 2025

EX-99.1 2 ex991-pressreleasex0525.htm EX-99.1 Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:


Investor Relations:			Media Relations:
Brad Milsaps			Kyle Tarrance
investors@truist.com			media@truist.com

Truist appoints Jonathan Pruzan to its board of directors

CHARLOTTE, N.C., May 29, 2025 -- Truist Financial Corporation (NYSE: TFC) today announced the appointment of Jonathan Pruzan to its board of directors. Pruzan will also serve on the board’s risk committee.

“We’re pleased to welcome Jon Pruzan to the Truist board,” said Truist Chairman and CEO Bill Rogers. “In addition to decades of industry leadership, he brings broad knowledge of technology, operations, finance and corporate strategy, and a wealth of experience advising financial institutions that will benefit Truist, our purpose and strategic direction.”

Pruzan, who brings 35 years of financial services experience to Truist, currently serves as co-president of Pretium, a specialized investment firm focused on U.S. residential real estate, residential credit and corporate credit with $60 billion of assets under management. Previously, Pruzan spent nearly 30 years at Morgan Stanley (1994-2023), most recently serving as chief operating officer. He was a member of the firm’s operating, management and risk committees and chair of the enterprise regulatory oversight committee. Previously, he served as chief financial officer from 2015 to 2021 and as head of corporate strategy from 2016 to 2021. Prior to becoming CFO, Pruzan spent 21 years in the global financial institutions group in the firm’s investment bank, leading that group as managing director from 2010 to 2015. He started his career at PaineWebber in 1990.

“I’m honored to join the board of directors at Truist, a purpose-driven institution with a strong track record of innovation, integrity and leadership in financial services,” said Pruzan.

Pruzan earned a bachelor’s degree from Tufts University and now serves on its board of trustees. He also serves on the boards of the Peterson Institute of International Economics and The American Ditchley Foundation. He is a life trustee of the New York-Presbyterian Hospital, a member of the Council on Foreign Relations and a trustee emeritus and past board chair of Summer Search NY, an educational nonprofit.

About Truist

Truist Financial Corporation is a purpose-driven financial services company committed to inspiring and building better lives and communities. Headquartered in Charlotte, North Carolina, Truist has leading market share in many of the high-growth markets in the U.S. and offers a wide range of products and services through wholesale and consumer businesses, including consumer and small business banking, commercial and corporate banking, investment banking and capital markets, wealth management, payments, and specialized lending businesses. Truist is a top-10 commercial bank with total assets of $536 billion as of March 31, 2025. Truist Bank, Member FDIC. Learn more at Truist.com.