Truist Financial Corp 8-K, filed Feb 10, 2020
Truist Financial Corp (TFC)
8-K
2020-02-10
For: 2020-02-10
View Original
Added on
April 05, 2026
About this 8-K
Truist Financial Corp filed this 8-K on February 10, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
_____________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 February 10, 2020, Truist Financial Corporation (“Truist”, or the “Company”) issued a press release announcing its intention to redeem all of its issued and outstanding shares of its Perpetual Preferred Stock, Series K (the “Preferred Stock”) and the related issued and outstanding depositary shares (CUSIP: 89832QAA7), each representing a 1/100th interest in a share of the Preferred Stock, on the redemption date of March 16, 2020 (the “Preferred Stock Redemption”). The Preferred Stock Redemption is in accordance with the terms of the Company’s Articles of Amendment to its Restated Articles of Incorporation, effective as of December 6, 2019.
Upon redemption, the Preferred Stock will no longer be outstanding and all rights with respect to such stock will cease and terminate, except the right to payment of the redemption price.
A copy of the press release announcing the notice of redemption is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| Press release dated February 10, 2020, announcing the notice of redemption | ||||||||
| 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: February 10, 2020
Exhibit 99.1
 | News Release | ||||||||||
| Contact: | |||||||||||
| Investors: | Richard Baytosh 336.733.0732 | investors@truist.com | ||||||||||
| Media: | Thomas Crosson 470.218.9178 | media@truist.com | ||||||||||
Truist Announces Redemption of Series K Depositary Shares
CHARLOTTE, N.C., (FEBRUARY 10, 2020) — Truist Financial Corporation (the “Company”) today announced that it has submitted a redemption notice to U.S. Bank, National Association (the “Depositary”) for the full redemption of all 5,000 issued and outstanding shares of the Company’s Perpetual Preferred Stock, Series K (the “Preferred Stock”) and all 500,000 issued and outstanding shares of the related depositary shares, each representing a 1/100th interest in a share of the Preferred Stock (the “Series K Depositary Shares”), on the redemption date of March 16, 2020 (the “Redemption Date”).
The Company will redeem the Preferred Stock at a cash redemption price equal to $100,000 per share plus any accrued and unpaid dividends to the Redemption Date (the “Preferred Stock Redemption Price”). The Series K Depositary Shares (CUSIP: 89832QAA7) will be redeemed for cash at a redemption price representing 1/100th of the Preferred Stock Redemption Price, or $1,000 per depositary share plus any accrued and unpaid dividends to the Redemption Date. Regular dividends on the outstanding shares of the Preferred Stock and the Series K Depositary Shares will be paid separately to holders of record as of February 14, 2020, in the customary manner.
Unless the Company defaults in the payment of the Preferred Stock Redemption Price to the Depositary, the Preferred Stock and the Series K Depositary Shares will no longer be outstanding after the Redemption Date and all rights of the holders of the Preferred Stock and the Series K Depositary Shares shall cease and terminate. In addition, regular quarterly dividends for each of the Preferred Stock and Series K Depositary Shares will also be paid on March 16, 2020.
About Truist
Truist Financial Corporation (NYSE: TFC) is a purpose-driven financial services company committed to inspire and build better lives and communities. With 275 years of combined BB&T and SunTrust history, Truist serves approximately 10 million households with 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 $473 billion as of December 31, 2019. Truist Bank, Member FDIC. Learn more at Truist.com.
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