tfc-20240415

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 15, 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)

(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 7.01 Regulation FD Disclosure

On February 20, 2024, Truist Financial Corporation (“Truist”) announced that it had reached a definitive agreement to sell its remaining equity interests in its insurance brokerage subsidiary, Truist Insurance Holdings, LLC (“TIH”), to an investor group led by Stone Point Capital LLC, Clayton, Dubilier & Rice, LLC and Mubadala Investment Company (the “Transaction”). The parties expect to complete the Transaction during the second quarter of 2024, subject to certain regulatory reviews and approvals and the satisfaction of other customary closing conditions.

The Transaction represents a strategic shift materially impacting Truist's financial statements, and as a result, Truist is making certain financial reporting changes and reclassifications in the presentation of its financial statements to reflect the financial position and results of operations of TIH as discontinued operations. In advance of the publication of its unaudited financial statements for the first quarter of 2024 that will reflect the financial position and results of operations of TIH as discontinued operations, Truist is providing certain unaudited supplemental quarterly historical financial information for 2023 presented in a manner that conforms to the new financial statement presentation. The unaudited supplemental financial information is furnished as Exhibit 99.1 and incorporated by reference herein.

The unaudited supplemental historical financial information does not revise or restate the previously reported consolidated financial statements of Truist for any period. However, following the publication of its Form 10-Q for the quarterly period ended March 31, 2024, Truist expects to publish a Current Report on Form 8-K that recasts its consolidated financial statements for the year ended and as of December 31, 2023 to reflect TIH as discontinued operations for the historical periods presented in such financial statements.

The information provided pursuant to this Item 7.01, including the attached exhibit, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into Truist’s other filings with the Securities and Exchange Commission, except as otherwise expressly stated in such filing. All information in this Current Report on Form 8-K and in the exhibit hereto speaks as of the date hereof and thereof, respectively, and Truist does not assume any obligation to update such information in the future. In addition, Truist disclaims any inference regarding the materiality of information in this Current Report on Form 8-K which otherwise may arise as a result of Truist furnishing such information under Item 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						Unaudited Supplemental Historical Financial Information






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: April 15, 2024

EX99.1

Unaudited Supplemental Historical Financial Information

The unaudited supplemental historical information below is being provided for illustrative purposes only and does not purport to represent what Truist Financial Corporations’s ("Truist") actual results of operations or financial position would have been had the sale of Truist's remaining equity interests in its insurance brokerage subsidiary, Truist Insurance Holdings, LLC, been completed at an earlier date, nor is it necessarily indicative of Truist’s results of operations or financial position for any future period.


Historical Unaudited Ending Balance Sheets
	Dec. 31		Sept. 30		June 30		March 31
(Dollars in millions)	2023		2023		2023		2023
Assets
Cash and due from banks	$	5,000	$	5,090	$	4,733	$	4,590
Interest-bearing deposits with banks	25,230		24,305		24,934		32,768
Securities borrowed or purchased under resale agreements	2,378		2,018		2,315		3,637
Trading assets at fair value	4,332		4,384		4,097		4,601
Securities available for sale at fair value	67,366		65,117		68,965		71,858
Securities held to maturity at amortized cost	54,107		54,942		55,958		56,932
Loans and leases:
Commercial:
Commercial and industrial	160,788		162,330		167,153		167,217
CRE	22,570		22,736		22,825		22,670
Commercial construction	6,683		6,343		5,943		5,951

Consumer:
Residential mortgage	55,492		56,013		56,476		56,455
Home equity	10,053		10,160		10,348		10,577
Indirect auto	22,727		24,084		25,759		27,279
Other consumer	28,647		29,105		28,755		27,742
Student	—		—		—		4,996
Credit card	5,101		4,928		4,833		4,786
Total loans and leases held for investment	312,061		315,699		322,092		327,673
Loans held for sale	1,280		1,413		1,923		2,160
Total loans and leases	313,341		317,112		324,015		329,833
Allowance for loan and lease losses	(4,798)		(4,693)		(4,606)		(4,479)
Premises and equipment	3,298		3,319		3,379		3,441
Goodwill	17,156		23,234		23,235		23,235
Core deposit and other intangible assets	1,909		2,011		2,111		2,212
Loan servicing rights at fair value	3,378		3,537		3,497		3,303
Other assets	34,997		34,858		33,864		35,070
Assets of discontinued operations(1)	7,655		7,473		8,052		7,353
Total assets	$	535,349	$	542,707	$	554,549	$	574,354
Liabilities
Deposits:
Noninterest-bearing deposits	$	111,624	$	116,674	$	121,831	$	128,719
Interest checking	104,757		103,288		106,471		107,116
Money market and savings	135,923		137,914		135,514		136,836
Time deposits	43,561		42,148		42,227		32,326
Total deposits	395,865		400,024		406,043		404,997
Short-term borrowings	24,828		23,485		24,456		23,678
Long-term debt	38,918		41,232		44,749		69,895
Other liabilities	12,946		12,962		11,788		10,731
Liabilities of discontinued operations	3,539		2,997		3,832		2,659
Total liabilities	476,096		480,700		490,868		511,960
Shareholders’ Equity:
Preferred stock	6,673		6,673		6,673		6,673
Common stock	6,669		6,668		6,660		6,660
Additional paid-in capital	36,177		36,114		35,990		34,582
Retained earnings	22,088		27,944		27,577		27,038
Accumulated other comprehensive loss	(12,506)		(15,559)		(13,374)		(12,581)
Noncontrolling interests	152		167		155		22
Total shareholders’ equity	59,253		62,007		63,681		62,394
Total liabilities and shareholders’ equity	$	535,349	$	542,707	$	554,549	$	574,354

(1) Includes goodwill and intangible assets of $5.0 billion as of December 31, 2023, $5.0 billion as of September 30, 2023, $5.1 billion as of June 30, 2023, and $5.1 billion as of March 31, 2023.


Historical Unaudited Statements of Income
	Quarter Ended
	Dec. 31		Sept. 30		June 30		March 31
(Dollars in millions)	2023		2023		2023		2023
Interest Income
Interest and fees on loans and leases	$	4,971	$	4,976	$	4,915	$	4,656
Interest on securities	802		763		749		752
Interest on other earning assets	493		488		511		376
Total interest income	6,266		6,227		6,175		5,784
Interest Expense
Interest on deposits	1,917		1,858		1,527		1,125
Interest on long-term debt	476		491		734		514
Interest on other borrowings	354		343		311		278
Total interest expense	2,747		2,692		2,572		1,917
Net Interest Income	3,519		3,535		3,603		3,867
Provision for credit losses	572		497		538		502
Net Interest Income After Provision for Credit Losses	2,947		3,038		3,065		3,365
Noninterest Income
Wealth management income	346		343		330		339
Investment banking and trading income	165		185		211		261
Service charges on deposits	229		154		240		250
Card and payment related fees	232		238		236		230
Mortgage banking income	94		102		99		142
Lending related fees	153		102		86		106
Operating lease income	60		63		64		67

Other income	84		147		114		26
Total noninterest income	1,363		1,334		1,380		1,421
Noninterest Expense
Personnel expense	1,474		1,669		1,705		1,668
Professional fees and outside processing	305		289		311		287
Software expense	223		222		223		200
Net occupancy expense	159		164		166		169
Amortization of intangibles	98		98		99		100
Equipment expense	103		89		87		102
Marketing and customer development	53		70		69		68
Operating lease depreciation	42		43		44		46
Regulatory costs	599		77		73		75
Restructuring charges	155		61		48		56
Goodwill impairment	6,078		—		—		—
Other expense	268		278		221		244
Total noninterest expense	9,557		3,060		3,046		3,015
Earnings
Income (loss) before income taxes	(5,247)		1,312		1,399		1,771
Provision (benefit) for income taxes	(56)		203		230		361
Net income (loss) from continuing operations	(5,191)		1,109		1,169		1,410
Net income from discontinued operations	101		74		176		105
Net income (loss)	(5,090)		1,183		1,345		1,515

Noncontrolling interests from discontinued operations	—		6		36		2

Preferred stock dividends and other	77		106		75		103


Net income (loss) available to common shareholders	$	(5,167)	$	1,071	$	1,234	$	1,410