tfc-20260605

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

June 5, 2026

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)	(IRS 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)

Not Applicable

(Former name or former address, if changed since last report)

_____________________________

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 (see General Instruction A.2. below):

☐ 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. ☐

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

On June 5, 2026, the Board of Directors (the “Board”) of Truist Financial Corporation (the “Company”) appointed Catherine P. Bessant as a director of the Company, effective immediately. Ms. Bessant was also appointed to serve as a member of the Board of Directors of the Company’s wholly-owned subsidiary, Truist Bank (together with the Board, the “Boards”), effective immediately. Ms. Bessant will serve on the Joint Risk Committee of the Boards.

Ms. Bessant will receive compensation in accordance with the Company's standard compensation arrangements for non-employee directors, which consist of an annual cash retainer of $110,000 and an annual grant of restricted stock units having a value of $200,000 on the date of grant, which vests at the end of the year in which it is granted. These compensatory arrangements are described under the heading "Compensation of Directors" in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 16, 2026. Ms. Bessant’s cash retainer and equity award for 2026 will be prorated based on the number of days she will serve as a director in 2026.

ITEM 7.01 Regulation FD Disclosure.

A copy of the news release issued by the Company announcing Ms. Bessant’s appointment, dated June 8, 2026, 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
99.1						News Release dated June 8, 2026.
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: June 8, 2026

Exhibit 99.1

FOR IMMEDIATE RELEASE

Catherine Bessant joins Truist board of directors

CHARLOTTE, N.C., June 8, 2026—Truist Financial Corporation (NYSE: TFC) announced today that its board appointed Catherine Bessant to join as a director. Bessant will serve on the board’s risk committee.

“We’re delighted to welcome Cathy, with her deep experience in financial services and philanthropy to the Truist board of directors,” said Truist Chairman and CEO Bill Rogers. “Cathy’s impressive track record of purpose-driven leadership and successful digital, technology and operational transformation on a global scale will serve Truist, our teammates, clients and stakeholders well.”

Bessant, inducted into American Banker’s “Most Powerful Women in Banking” Hall of Fame in 2020 after multiple years ranked number one for industry influence and execution, most recently served as CEO of Foundation For The Carolinas, one of the largest community foundations in the U.S.

“I look forward to working alongside the Truist board to help advance the company’s strategic direction and purpose to inspire and build better lives and communities,” said Bessant. “I’m honored to join the board of such a great franchise in this exciting moment of industry transformation.”

Culminating a distinguished four-decade career at Bank of America, Bessant retired as vice chair, global strategy, and as a member of the company’s executive management team. Prior to that, she was chief operations and technology officer, where she led the company’s business continuity and information security strategies and policies. Earlier in her career, Bessant held numerous senior leadership roles, including president, global corporate banking; president, global product solutions and global treasury services; chief marketing officer; president, consumer real estate and community development banking; national small business segment executive; and president of the Florida market.

Bessant serves on the board of directors of Zurich Insurance Group and is on the advisory board for—and a graduate of—the University of Michigan Ross School of Business. She’s also the immediate past chair of the USA Field Hockey board of directors. Locally in the Queen City, she formerly chaired the North Tryon Vision Plan Advisory Committee and served as co-chair of the Charlotte-Mecklenburg Housing & Homelessness Strategy.

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About Truist

Truist Financial Corporation is a purpose-driven financial services company committed to inspiring and building better lives and communities. Headquartered in Charlotte, North Carolina, Truist has leading market share in many of the high-growth markets in the U.S. and offers a wide range of products and services through wholesale and consumer businesses, including consumer and small business banking, commercial and corporate banking, investment banking and capital markets, wealth management, payments, and specialized lending businesses. Truist is a top-10 commercial bank with total assets of $549 billion as of March 31, 2026. Truist Bank, Member FDIC. Equal Housing Lender. Learn more at Truist.com.

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