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

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.

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.

Date: April 29, 2021

EX-99.1

Exhibit 99.1

Contacts:

Investors: Aaron Reeves

336-733-2874 | investors@truist.com

Alan Greer

336-733-3021 | investors@truist.com

Media:   Shelley Miller

704-692-1518 | media@truist.com

Truist to redeem all $465 million of its 5.625% Series H Non-Cumulative Perpetual PreferredStock, represented by Depositary Shares

CHARLOTTE, N.C., (April 29, 2021) – Truist Financial Corporation (NYSE: TFC) today announced that it will redeem all 18,600 outstanding shares of its 5.625% Series H Non-Cumulative Perpetual Preferred Stock (“Series H Preferred Stock”) and the corresponding 18,600,000 depositary shares (“Series H Depositary Shares”), each representing a 1/1,000th interest in a share of Series H Preferred Stock, on the redemption date of June 1, 2021.

The Series H Depositary Shares (NYSE: TFC.PH, CUSIP 89832Q836) will be redeemed simultaneously with the redemption of the Series H Preferred Stock for a redemption price equal to $25 per depositary share (equivalent to $25,000 per share of Series H Preferred Stock). Regular dividends on the outstanding shares of the Series H Preferred Stock represented by the Series H Depositary Shares for the full current quarterly dividend period will be paid separately and in the customary manner on June 1, 2021 to holders of record on May 14, 2021. Accordingly, the redemption price for the Series H Depositary Shares will not include any accrued and unpaid dividends. On and after the redemption date, all dividends on the Series H Preferred Stock represented by Series H Depositary Shares called for redemption will cease to accrue.

The Series H Depositary Shares are held through The Depository Trust Company (DTC) and will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Series H Depositary Shares will be made by Computershare Trust Company, N.A., as redemption agent, in accordance with the governing Deposit Agreement. Certificates or book entry holdings representing shares of the Series H Preferred Stock and receipts evidencing the Series H Depositary Shares called for redemption should be surrendered for payment at the following address:

Computershare Trust Company, N.A.

Attn: Corporate Actions

150 Royall St.

Canton, MA 02021.

About Truist

Truist Financial Corporation is a purpose-driven financial services company committed to inspiring and building better lives and communities. Formed by the historic merger of equals of BB&T and SunTrust, Truist has leading market share in many high-growth markets in the country. The company offers a wide range of services including retail, small business and commercial banking; asset management; capital markets; commercial real estate; corporate and institutional banking; insurance; mortgage; payments; specialized lending; and wealth management. Headquartered in Charlotte, North Carolina, Truist is the sixth-largest commercial bank in the U.S. with total assets of $518 billion as of March 31, 2021. Truist Bank, Member FDIC. Learn more at Truist.com.

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