Truist Financial Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
Current Report
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Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(844 ) 487-8478
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2025, the Board of Directors (the “Board”) of Truist Financial Corporation (the “Company”) appointed Jonathan Pruzan as a director of the Company, effective immediately. Mr. Pruzan 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. The Boards have assigned Mr. Pruzan to serve on the Joint Risk Committee of the Boards.
Mr. Pruzan will receive compensation in accordance with the Company's standard compensation arrangements for non-employee directors, which consist of an annual cash retainer of $100,000, an additional annual cash retainer of $15,000 for service on the Risk Committee, and an annual grant of restricted stock units having a value of $180,000 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 17, 2025. Mr. Pruzan’s cash retainers and equity award for 2025 will be prorated based on the number of days he will serve as a director in 2025.
ITEM 7.01 Regulation FD Disclosure.
A copy of the news release issued by the Company announcing Mr. Pruzan’s appointment, dated May 29, 2025, 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 of Exhibit | |||||||
News Release dated May 29, 2025. | ||||||||
| 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: May 29, 2025