Truist Financial (NYSE: TFC) adds federal forum to bylaws

Q: What bylaw changes did Truist Financial (TFC) adopt on July 28, 2026?

Truist adopted bylaw amendments on July 28, 2026 that add an exclusive federal forum provision for Securities Act of 1933 claims, clarify timing for proxy access nominations , and make an administrative change, all effective as of that date.

Q: Did Truist Financial (TFC) change its proxy access rules in this filing?

Yes. The amendments include a clarification of the timing requirements applicable to proxy access nominations . While specific deadlines are not detailed here, the revision is intended to make the timing provisions clearer within the company’s amended and restated bylaws.

Q: When do the amended bylaws of Truist Financial (TFC) become effective?

The amended and restated bylaws are effective as of July 28, 2026 , the date on which Truist’s Board of Directors approved and adopted the changes, including the new exclusive federal forum provision and the proxy access timing clarification.

Q: Where can investors see the full text of Truist Financial (TFC)’s amended bylaws?

The complete amended and restated bylaws are filed as Exhibit 3.1 , titled “Bylaws of Truist Financial Corporation, as Amended and Restated, Effective July 28, 2026,” and are incorporated by reference into the company’s current report.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Truist Financial Corporation’s Board of Directors approved and adopted amendments to its Amended and Restated Bylaws on July 28, 2026, effective as of that date. A new Article IX, Section 8 establishes that, unless Truist consents otherwise in writing, the federal district courts of the United States are the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933 or related rules and regulations.

The amendments also clarify the timing requirements for proxy access nominations and include an administrative change. The full text of the amended and restated Bylaws is provided as Exhibit 3.1, effective July 28, 2026.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Bylaw amendment effective date: July 28, 2026 Governing statute for exclusive forum: 1933 Exhibit number for amended bylaws: 3.1

3 metrics

Bylaw amendment effective date July 28, 2026 Date on which the Board approved and adopted the amended and restated bylaws

Governing statute for exclusive forum 1933 Year of the Securities Act referenced in the new exclusive federal forum provision

Exhibit number for amended bylaws 3.1 Exhibit containing the Bylaws of Truist Financial Corporation, as Amended and Restated, Effective July 28, 2026

Key Terms

exclusive forum, federal district courts of the United States, Securities Act of 1933, proxy access nominations

4 terms

exclusive forum regulatory

"shall be the sole and exclusive forum for any complaint asserting a cause of action"

federal district courts of the United States regulatory

"the federal district courts of the United States shall be the sole and exclusive forum"

Securities Act of 1933 regulatory

"arising under the Securities Act of 1933 or any rule or regulation promulgated thereunder"

proxy access nominations regulatory

"clarification of the timing requirements applicable to proxy access nominations"

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Available on EDGAR 07/29/2026 - 04:11 PM Accepted by SEC EDGAR 07/29/2026 - 04:10 PM

FAQ

What bylaw changes did Truist Financial (TFC) adopt on July 28, 2026?

Truist adopted bylaw amendments on July 28, 2026 that add an exclusive federal forum provision for Securities Act of 1933 claims, clarify timing for proxy access nominations, and make an administrative change, all effective as of that date.

How do Truist Financial (TFC)’s new bylaws affect Securities Act lawsuits?

The new bylaws provide that, unless Truist consents otherwise, U.S. federal district courts are the sole and exclusive forum for claims arising under the Securities Act of 1933 and related rules or regulations, to the fullest extent permitted by law.

Did Truist Financial (TFC) change its proxy access rules in this filing?

Yes. The amendments include a clarification of the timing requirements applicable to proxy access nominations. While specific deadlines are not detailed here, the revision is intended to make the timing provisions clearer within the company’s amended and restated bylaws.

When do the amended bylaws of Truist Financial (TFC) become effective?

The amended and restated bylaws are effective as of July 28, 2026, the date on which Truist’s Board of Directors approved and adopted the changes, including the new exclusive federal forum provision and the proxy access timing clarification.

Where can investors see the full text of Truist Financial (TFC)’s amended bylaws?

The complete amended and restated bylaws are filed as Exhibit 3.1, titled “Bylaws of Truist Financial Corporation, as Amended and Restated, Effective July 28, 2026,” and are incorporated by reference into the company’s current report.

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

July 28, 2026

Date of Report (Date of earliest event reported)

Truist Financial Corporation

(Exact name of registrant as specified in its charter)

Commission file number: 1-10853

North Carolina

56-0939887

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)

214 North Tryon Street

Charlotte, North Carolina

28202

(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:

☐	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(s)	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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 28, 2026, the Board of Directors of Truist Financial Corporation (“Truist”) approved and adopted, effective as of such date, amendments to Truist’s Amended and Restated Bylaws (as so amended, the “Bylaws”).

The amendments to the Bylaws include adding Article IX, Section 8 to provide that, unless Truist consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States shall be the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933 or any rule or regulation promulgated thereunder (in each case, as amended).

The amendments also include clarification of the timing requirements applicable to proxy access nominations and an administrative change.

The foregoing summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibit

3.1		Bylaws of Truist Financial Corporation, as Amended and Restated, Effective July 28, 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
Name:		Cynthia B. Powell
Title:		Executive Vice President and Corporate Controller (Principal Accounting Officer)

Date: July 29, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents