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

Document


		News Release
Media contact:	Kyle Tarrance
	media@truist.com

Truist names Beau Cummins chief operating officer and Dontá Wilson chief consumer & small business banking officer; hires Kristin Lesher as new chief wholesale banking officer

CHARLOTTE, N.C., November 14, 2023 – Truist Financial Corporation (NYSE: TFC) today announced continued progress in the company’s transformation journey with the creation of a chief operating officer position, the naming of a new chief consumer & small business banking officer and the hiring of a new chief wholesale banking officer.

Truist Vice Chair Beau Cummins will assume the COO role immediately. His responsibilities in this new role include leading enterprise strategy, transformation, operations, and payments as well as a new governance and controls group. Since 2021, Cummins has served as vice chair with responsibility for Truist’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. He previously served as head of Truist’s corporate and institutional group. He had held several leadership positions at a Truist predecessor as well as other leading financial services companies. He serves on the board of directors of Atrium Health Foundation and the Owen Graduate School of Management board of visitors at Vanderbilt University.

Dontá Wilson has been named chief consumer & small business banking officer. He is responsible for the consumer, premier, and small business segments serving clients through mobile and online banking, multiple virtual client service centers and more than 2,000 community banking branches across the Southeast, Mid-Atlantic, and Texas. Wilson also oversees core deposit and loan products, consumer capital markets, national consumer finance businesses, enterprise marketing, client experience strategy, digital banking, and innovation. He has held several leadership positions through his career at Truist. He serves on the board of directors for Signet Jewelers, the board of trustees for the University of North Carolina at Charlotte and on the board of Samaritan’s Feet.

Kristin Lesher will be the new chief wholesale banking officer, overseeing corporate and investment banking, commercial banking, commercial real estate, and wealth management businesses. She comes to Truist from Wells Fargo, where she has held key leadership positions for more than two decades, most recently serving as executive vice president and head of commercial banking coverage. She is a former board chair of Girls on the Run International, where she served as a board member for seven years. She will join Truist in her new role in February. Until that time, Cummins will lead the company’s wholesale banking business.

The three roles report directly to Chairman & CEO Bill Rogers.

“This evolution of our management team speaks to the client-centric, performance-driven company we are building,” said Rogers. “Beau, Dontá and Kristin are talented leaders who bring tremendous depth of experience to these key roles. As COO, Beau will provide oversight of newly centralized enterprise functions and drive Truist’s broader transformation efforts. Dontá’s track record of results demonstrates that he is uniquely suited for his new role. Kristin is the right choice to take our wholesale banking business to the next level. Our updated leadership structure will streamline decision-making, deliver superior client experience, drive accelerated performance and actualize our purpose to inspire and build better lives and communities.”

Truist introduced a number of other organizational changes today, including that Brian Dowhower will lead Truist Wealth. Dowhower succeeds Joe Thompson who will assume the role of chief governance & controls officer. In addition, as part of its ongoing transformation work, the company announced the evolution of its executive leadership team. A new Truist Operating Council will be formed to expand leadership opportunities, ensure inclusive feedback, and break down silos to enable the company to more effectively pursue its goals. To learn more about the members of the Truist Operating Council, visit https://media.truist.com/operating-council.

About Truist

Truist Financial Corporation (NYSE: TFC) 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 $543 billion as of September 30, 2023. Truist Bank, Member FDIC. Learn more at Truist.com.