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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
October 28, 2025
Date of report (Date of earliest event reported)
Truist Financial Corporation
(Exact name of registrant as specified in charter)
| North Carolina | 1-10853 | 56-0939887 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS 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)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 (see General Instruction A.2 below).
| ☐ | 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 CFR240.14a-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 240.13(e)-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
Name of each exchange |
||
| 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 8.01 | Other Events |
On October 28, 2025, Truist Financial Corporation (“Truist”) issued a news release announcing the redemption on November 13, 2025 of all of the outstanding depositary shares, each representing a 1/25th interest in a share of Truist’s Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share and with a liquidation preference of $25,000 per share (the “Series P Preferred Stock”), pursuant to the optional redemption provisions in the documents governing such depositary shares and the Series P Preferred Stock. A copy of the news release announcing the redemption is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
|
| 99 | News release dated October 28, 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 |
|||||
| Name: | Cynthia B. Powell | |||||
| Date: October 28, 2025 | Title: | Executive Vice President and Corporate Controller (Principal Accounting Officer) |
||||
Exhibit 99
|
News Release |
Contacts:
Investors: Brad Milsaps
investors@truist.com
| Media: | Shelley Miller |
media@truist.com
Truist announces redemption of 4.950% Series P Fixed Rate Reset
Non-Cumulative Perpetual Preferred Stock
CHARLOTTE, N.C., (October 28, 2025) – Truist Financial Corporation (the “Company”) announced today that it has decided to call all of the outstanding Series P Depositary Shares related to its outstanding 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock (CUSIP #89832QAE9) (the “Series P Depositary Shares”) for redemption on November 13, 2025 (the “Redemption Date”). The redemption price will be US$1,000.00 per Series P Depositary Share, plus declared and unpaid dividends up to but excluding the Redemption Date (the “Redemption Price”). On and after the Redemption Date, the Series P Depositary Shares so redeemed will no longer be deemed to be outstanding, dividends on such Series P Depositary Shares will cease to accumulate and all rights of the holders of such Series P Depositary Shares will cease, except for the right to receive the Redemption Price.
The Series P Depositary Shares will be redeemed from the Company’s retained earnings.
The notice of redemption specifying the terms and procedures for the redemption (the “Redemption Notice”) has been mailed to holders of record of the Series P Depositary Shares today. Requests for additional copies of the Redemption Notice should be directed to Computershare Trust Company, N.A., as follows:
| • | By mail: P.O. Box 43014, Providence, RI 02940-3014, Attention: Corporate Actions; or by overnight courier: 150 Royall Street, Canton, MA 02021, Attention: Corporate Actions; or by telephone at: (800) 546-5141. |
This press release does not constitute a Redemption Notice under the Company’s Restated Articles of Incorporation governing the Company’s 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock and is qualified in its entirety by reference to the Redemption Notice issued by the Company.
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 $544 billion as of September 30, 2025. Truist Bank, Member FDIC. Equal Housing Lender. Learn more at Truist.com.
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