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
June 28, 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 1/4,000th 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 8.01 Other Events.
On June 28, 2021, Truist Financial Corporation made certain announcements in connection with the results of the Federal Reserve Board’s 2021 Comprehensive Capital Analysis and Review, including various planned capital actions and receipt of a new preliminary stress capital buffer calculation from the Federal Reserve.
A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press release dated June 28, 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: June 28, 2021
Document
 |
News Release | ||
|---|---|---|---|
| Contact: | |||
| Investors: | Ankur Vyas<br><br>404-827-6714 | investors@truist.com | |
| Alan Greer<br><br>704-499-5379 | investors@truist.com | ||
| Media: | Kyle Tarrance<br><br>469-396-3555 | media@truist.com |
Truist announces planned dividend increase and reduced stress capital buffer following release of 2021 CCAR results
CHARLOTTE, N.C., (June 28, 2021) —
Truist Financial Corporation (NYSE: TFC) today announced a planned 7% increase in the regular quarterly common dividend from $0.45 per share to $0.48 per share, following the completion of the 2021 Comprehensive Capital Analysis and Review (CCAR) process. This increase would take effect in the third quarter of 2021. Truist's dividends are subject to approval by its board of directors, and the third quarter dividend will be considered by the Truist board at its upcoming meeting.
Truist also announced that the Federal Reserve Board reduced the preliminary stress capital buffer (SCB) to which Truist will be subject from 2.7% to 2.5%. The new preliminary SCB is in effect from Oct. 1, 2021 to Sept. 30, 2022, and reflects Truist’s prudent risk management and sound financial performance under stressful conditions.
“The latest stress test results, and our actual performance in the prior year, demonstrate Truist is well equipped to weather stressful scenarios,” said Truist Chairman and Chief Executive Officer Kelly S. King. “With an economy growing stronger every day and our successful merger integration efforts to date, we have an outstanding opportunity to deploy additional capital on behalf of our clients and shareholders. In alignment with our purpose to inspire and build better lives and communities, we will continue to help clients navigate the recovery with a continued focus on prudent risk management.”
Truist will provide further details on its capital actions, including potential stock repurchases, in connection with the release of its second quarter 2021 results.
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 a top 10 U.S. commercial bank with total assets of $518 billion as of March 31, 2021. Truist Bank, Member FDIC. Learn more at Truist.com.
CAUTIONARY STATEMENTS
This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the financial condition, results of operations, business plans and the future performance of Truist under hypothetical Supervisory stress scenarios. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should," “would," "could" and other similar expressions are intended to identify these forward-looking statements. Forward-looking statements are not based on historical facts but instead relate to future results and occurrences, and therefore are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Truist’s future financial results will be influenced by actual economic and financial conditions and various other factors, including those described in Truist’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated by its Quarterly Reports on Form 10-Q, and its other reports filed with the Securities and Exchange Commission, and available at www.sec.gov. Truist undertakes no obligation to revise or publicly update any forward-looking statements for any reason following the date of this report, except as required by law or regulation.