8-K
Truist Financial Corp (TFC)
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
February 26, 2021
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 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred Stock | TFC.PF | New York Stock Exchange |
| Depositary Shares each representing 1/1,000th interest in a share of Series G Non-Cumulative Perpetual Preferred Stock | TFC.PG | New York Stock Exchange |
| Depositary Shares each representing 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock | TFC.PH | 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 26, 2021, SunTrust Real Estate Investment Corporation, an indirect subsidiary of Truist Bank, announced it will redeem all 1,000 outstanding shares of its Series B Non-Cumulative Exchangeable Preferred Stock (CUSIP 86788X203) on the redemption date of March 31, 2021. Regular dividends on the outstanding shares of the preferred stock, for the full current semiannual dividend period, will be paid separately on March 31, 2021 to holders of record on March 15, 2021. On and after the redemption date, all dividends on the shares of preferred stock called for redemption will cease to accrue.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press release dated February 26, 2021. |
| 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 26, 2021
Document
Exhibit 99.1
 |
News Release | ||
|---|---|---|---|
| Contact: | |||
| Investors: | Ryan Richards<br><br>980-465-5000 | investors@truist.com | |
| Aaron Reeves<br><br>336-733-2874 | investors@truist.com | ||
| Media: | Shelley Miller<br><br>704-692-1518 | media@truist.com |
SunTrust Real Estate Investment Corporation to redeem all $100 Million of its Series B Non-Cumulative Exchangeable Preferred Stock
CHARLOTTE, N.C., (February 26, 2021) — SunTrust Real Estate Investment Corporation, an indirect subsidiary of Truist Bank, today announced it will redeem all 1,000 outstanding shares of its Series B Non-Cumulative Exchangeable Preferred Stock (CUSIP 86788X203) on the redemption date of March 31, 2021.
The redemption price for the preferred stock will be equal to $100,000 per share. Regular dividends on the outstanding shares of the preferred stock, for the full current semiannual dividend period, will be paid separately and in the customary manner on March 31, 2021 to holders of record on the March 15, 2021 record date. Accordingly, the redemption price for the preferred stock will not include any accrued and unpaid dividends. On and after the redemption date, all dividends on the shares of preferred stock called for redemption will cease to accrue.
The preferred stock is held through The Depository Trust Company (DTC) and will be redeemed in accordance with the procedures of DTC. Cede & Co., as nominee for DTC is the sole record holder of all of the outstanding preferred stock and will receive the aggregate redemption price for disbursement to the beneficial owners. Payment to DTC for the preferred stock will be made by Computershare Trust Company, N.A., as redemption agent.
About Truist
Truist Financial Corporation is a purpose-driven financial services company committed to inspire and build better lives and communities. With the combined history 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 $509 billion as of December 31, 2020. Truist Bank, Member FDIC. Learn more at Truist.com.