Truist Financial (NYSE: TFC) unveils $10 billion stock buyback authorization

Rhea-AI Filing Summary

Truist Financial Corporation reported that its Board of Directors authorized a share-repurchase program for up to $10 billion of Truist’s outstanding common stock. The authorization is effective immediately and has no expiration date, giving the company flexibility in the timing and size of any future repurchases.

This new program replaces Truist’s prior share-repurchase program announced on June 28, 2024, which terminated effective December 16, 2025. Truist announced the new authorization via a news release that is included as an exhibit.

Insights

Equity Capital Markets Analyst

Truist’s new $10 billion open-ended buyback can meaningfully reshape its capital structure if fully utilized.

Truist Financial Corporation has authorized a share-repurchase program for up to $10 billion of its outstanding common stock, effective immediately and with no expiration date. The open-ended nature of the authorization allows Truist to time repurchases based on internal capital considerations and market conditions, rather than against a preset deadline.

This authorization replaces a prior share-repurchase program announced on June 28, 2024, which terminated effective December 16, 2025. If Truist elects to use a substantial portion of this capacity, repurchases could reduce the number of shares outstanding and influence per-share financial metrics, while also drawing on the company’s excess capital.

The company communicated the new program through a news release dated December 16, 2025 that is included as an exhibit. As Truist executes on this authorization over time, actual repurchase activity will be reflected in its reported share count and regulatory capital measures.

TRUIST FINANCIAL CORP 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock false 0000092230 0000092230 2025-12-16 2025-12-16 0000092230 us-gaap:CommonStockMember 2025-12-16 2025-12-16 0000092230 tfc:SeriesIPreferredStockMember 2025-12-16 2025-12-16 0000092230 tfc:SeriesJPreferredStockMember 2025-12-16 2025-12-16 0000092230 tfc:SeriesOPreferredStockMember 2025-12-16 2025-12-16 0000092230 tfc:SeriesRPreferredStockMember 2025-12-16 2025-12-16

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

December 16, 2025

Date of report (Date of earliest event reported)

Truist Financial Corporation

(Exact name of registrant as specified in charter)

North Carolina		1-10853		56-0939887
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS 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 (see General Instruction A.2 below).

☐ 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 240.13(e)-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 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 December 16, 2025, Truist Financial Corporation (“Truist”) issued a news release announcing that its Board of Directors authorized a share-repurchase program of up to $10 billion of Truist’s outstanding common stock, effective immediately with no expiration date. This share-repurchase program replaces Truist’s prior share-repurchase program announced on June 28, 2024, which terminated effective December 16, 2025.

A copy of the news release announcing the share-repurchase program is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99		News release dated December 16, 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
				Name:		Cynthia B. Powell
Date: December 16, 2025				Title:		Executive Vice President and Corporate Controller (Principal Accounting Officer)

FAQ

What share-repurchase program did Truist Financial (TFC) announce on December 16, 2025?

Truist Financial announced that its Board of Directors authorized a new share-repurchase program for up to $10 billion of Truist’s outstanding common stock.

How large is the new Truist Financial (TFC) share-repurchase authorization?

The new authorization allows Truist Financial to repurchase up to $10 billion of its outstanding common stock.

When does Truist Financial’s new share-repurchase program take effect and when does it expire?

The share-repurchase program is effective immediately as of December 16, 2025 and has no expiration date.

What happened to Truist Financial’s previous share-repurchase program?

The prior share-repurchase program, which was announced on June 28, 2024, terminated effective December 16, 2025 and has been replaced by the new authorization.

Which Truist Financial securities are covered by the new share-repurchase program?

The new program covers repurchases of Truist Financial’s outstanding common stock.

Where can investors find more details about Truist Financial’s new buyback plan?

Details are provided in a news release dated December 16, 2025 that is included as Exhibit 99.