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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

November 13, 2024

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. ☐

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ITEM 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2024, Truist Financial Corporation (“Truist”) appointed Brad Bender, who previously served as Truist’s Head of Enterprise Operational Services and interim Chief Information Officer, to the role of Truist’s Chief Risk Officer and agreed that Clarke R. Starnes III will retire from that position and as Vice Chair.

Mr. Starnes has agreed to remain with Truist in a transitional assignment as Senior Advisor through April 30, 2025. In his role as Senior Advisor, Mr. Starnes will continue to receive his current base salary and remain eligible for his annual cash incentive-compensation award for 2024. Subject to the completion of his service as Senior Advisor, Mr. Starnes will be entitled to benefits under Truist’s Amended and Restated Management Change of Control, Severance and Noncompetition Plan, as previously disclosed in Truist’s proxy statement for its 2024 annual meeting.

ITEM 7.01    Regulation FD Disclosure.

A copy of the news release issued by Truist announcing Mr. Bender’s appointment and Mr. Starnes’ retirement, dated November 13, 2024, 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 November 13, 2024.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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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 13, 2024

Exhibit 99.1

						News Release

Truist announces retirement of Vice Chair and Chief Risk Officer Clarke R. Starnes III and appointment of Brad Bender as successor

CHARLOTTE, N.C., Nov. 13, 2024 – Truist Financial Corporation (NYSE: TFC) today announced that Clarke R. Starnes III is retiring as vice chair and chief risk officer, following an outstanding 42-year career at the bank.

Brad Bender, a 20-year Truist veteran, will succeed Starnes as chief risk officer, reporting to Truist Chairman and CEO Bill Rogers. In his new role, Bender will be responsible for leading the company’s risk management organization—including oversight of credit, market, capital, liquidity, operational, compliance and technology risk—as well as Truist’s regulatory relations, ethics and financial crimes functions. Bender will assume the role of chief risk officer effective immediately and continue to serve on the Truist Operating Council. Starnes will work closely with Bender over the coming months in an advisory capacity to facilitate a smooth and thorough transition.

“Among the hallmarks of Clarke’s illustrious career are his steady, purpose-driven leadership, depth of experience, and the deep regard his industry peers have for his extensive expertise and insights,” said Rogers. “It has been an honor to work with him, and we thank him for his tremendous service on behalf of our clients, teammates and stakeholders.”

Rogers continued, “Brad brings demonstrated results and a strong background in credit risk, policy management, and technology operations to this important role. In addition, his proven leadership experience with end-to-end enterprise operations and lending makes him well suited to serve as chief risk officer.”

Starnes joined Truist in 1982 through its Leadership Development Program and served in numerous leadership roles throughout his tenure, including in specialized lending, business services, credit, loan administration and direct lending risk management. He was named vice chair in 2022 and chief risk officer in 2019, and he was an instrumental leader in the merger of equals that created Truist. Starnes earned a bachelor’s degree in business administration from University of North Carolina at Chapel Hill and is also a graduate of the ABA Stonier Graduate School of Banking at the University of Delaware.

Bender most recently served as interim chief information officer. Prior to that, he served as head of enterprise operational services, where he led centralized operations for Truist, including service delivery, and fulfillment and recovery functions for products across all lines of business; procurement and sourcing; corporate real estate, facilities; global workforce strategy and delivery; change execution governance, and intelligent solutions. Bender also has held leadership roles in consumer finance solutions, home improvement lending, model management and credit risk.

About Truist

Truist Financial Corporation is a purpose-driven financial services company committed to inspiring and building better lives and communities. As a leading U.S. commercial bank, Truist has leading market share in many of the high-growth markets across the country. Truist offers a wide range of products and services through our wholesale and consumer businesses, including consumer and small business banking, commercial banking, corporate and investment banking, wealth management, payments, and specialized lending businesses. Headquartered in Charlotte, North Carolina, Truist is a top-10 commercial bank with total assets of $523 billion as of Sept. 30, 2024. Truist Bank, Member FDIC. Learn more at Truist.com.