TRUIST FINANCIAL CORP Depositary Shares each representing 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock Depositary Shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock false 0000092230 0000092230 2021-04-29 2021-04-29 0000092230 us-gaap:CommonStockMember 2021-04-29 2021-04-29 0000092230 us-gaap:SeriesHPreferredStockMember 2021-04-29 2021-04-29 0000092230 tfc:DepositarySharesEachRepresenting14000thInterestInAShareOfSeriesIPerpetualPreferredStockMember 2021-04-29 2021-04-29 0000092230 us-gaap:AuctionRatePreferredSecuritiesMember 2021-04-29 2021-04-29 0000092230 tfc:DepositarySharesEachRepresenting11000thInterestInAShareOfSeriesONonCumulativePerpetualPreferredStockMember 2021-04-29 2021-04-29 0000092230 tfc:DepositarySharesEachRepresenting11000thInterestInAShareOfSeriesRNonCumulativePerpetualPreferredStockMember 2021-04-29 2021-04-29

 

 

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 29, 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 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 April 29, 2021, Truist Financial Corporation (“Truist”) issued a press release announcing that it will redeem all outstanding shares of its 5.625% Series H Non-Cumulative Perpetual Preferred Stock (“Series H Preferred Stock”) and the corresponding depositary shares representing fractional interests in the Series H Preferred Stock (“Series H Depositary Shares”).

The Series H Depositary Shares (NYSE: TFC.PH, CUSIP: 89832Q836), each representing a 1/1,000th interest in a share of Series H Preferred Stock, will be redeemed simultaneously with the redemption of the Series H Preferred Stock, at a redemption price of $25 per depositary share (equivalent to $25,000 per share of preferred stock). All 18,600,000 outstanding Series H Depositary Shares will be redeemed on the dividend payment date of June 1, 2021.

Regular dividends on the outstanding shares of the Series H 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 H 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 April 29, 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: April 29, 2021