Veteran leader Catherine Bessant joins Truist (NYSE: TFC) board and risk committee
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Truist Financial Corporation appointed Catherine P. Bessant to its board of directors and to the board of Truist Bank, effective immediately. She will serve on the joint risk committee, bringing extensive financial services, technology, and operations experience.
As a non-employee director, Bessant is eligible for Truist’s standard board compensation, including an annual cash retainer of $110,000 and an annual grant of restricted stock units valued at $200,000, prorated for her 2026 service. Truist describes itself as a top-10 U.S. commercial bank with total assets of $549 billion as of March 31, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Non-employee director cash retainer: $110,000 per year
Annual RSU grant value: $200,000 per year
Total assets: $549 billion
+4 more
7 metrics
Non-employee director cash retainer
$110,000 per year
Standard annual cash retainer for Truist non-employee directors
Annual RSU grant value
$200,000 per year
Standard annual restricted stock unit grant for non-employee directors
Total assets
$549 billion
Total assets as of March 31, 2026
Series I preferred fraction
1/4,000th interest per depositary share
Each TFC.PI depositary share represents 1/4,000th of a Series I share
Series J preferred fraction
1/100th interest per security
Each 5.853% Normal Preferred Purchase Security represents 1/100th of Series J
Series O preferred fraction
1/1,000th interest per depositary share
Each TFC.PO depositary share represents 1/1,000th of a Series O share
Series R preferred fraction
1/1,000th interest per depositary share
Each TFC.PR depositary share represents 1/1,000th of a Series R share
Key Terms
Joint Risk Committee, restricted stock units, Regulation FD Disclosure, Non-Cumulative Perpetual Preferred Stock, +2 more
6 terms
Joint Risk Committee financial
"Ms. Bessant will serve on the Joint Risk Committee of the Boards."
restricted stock units financial
"an annual grant of restricted stock units having a value of $200,000 on the date of grant"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Regulation FD Disclosure regulatory
"ITEM 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Non-Cumulative Perpetual Preferred Stock financial
"Series O Non-Cumulative Perpetual Preferred Stock | TFC.PO | New York Stock Exchange"
Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.
Inline XBRL technical
"104 | The cover page from this on , formatted in Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Fixed-to-Floating Rate Normal Preferred Purchase Securities financial
"5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest"
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) | (IRS Employer Identification No.) | ||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | 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 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.
For further information:
Investor Relations: | Media Relations: | |||||||
Brad Milsaps | Kyle Tarrance | |||||||
Investors@truist.com | media@truist.com | |||||||
FAQ
What did Truist Financial (TFC) announce about its board of directors?
Truist Financial announced that Catherine P. Bessant has been appointed to its board of directors and to the Truist Bank board, effective immediately. She will also serve on the boards’ joint risk committee, contributing her extensive financial services and technology leadership experience.
What compensation will Catherine Bessant receive as a Truist (TFC) director?
Catherine Bessant will receive Truist’s standard non-employee director pay: a $110,000 annual cash retainer and restricted stock units valued at $200,000 per year. Her 2026 cash and equity awards will be prorated based on the number of days she serves in 2026.
What committee will Catherine Bessant join on the Truist (TFC) board?
Catherine Bessant will serve on the joint risk committee of the Truist Financial and Truist Bank boards. This committee focuses on overseeing key risk matters across the organization, leveraging her background in operations, technology, business continuity and information security.
What is Truist Financial’s asset size mentioned in this 8-K filing?
Truist Financial reports total assets of $549 billion as of March 31, 2026. This figure underscores its position as a top-10 U.S. commercial bank, operating across consumer, small business, commercial, corporate and wealth management segments in high-growth U.S. markets.
How does Truist (TFC) describe its business focus in this disclosure?
Truist describes itself as a purpose-driven financial services company focused on inspiring and building better lives and communities. It highlights leading market share in many high-growth U.S. markets and offerings spanning banking, investment banking, capital markets, wealth management, payments and specialized lending.