Every 8-K that Truist Finl Corp (TFC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TFC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TFC filings page.
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.
Truist Financial Corporation issued and sold $1,250,000,000 aggregate principal amount of its 4.957% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due July 23, 2030.
The notes are registered under the Securities Act of 1933 pursuant to a registration statement on Form S-3 (File No. 333-276600). A legal opinion from Mayer Brown LLP regarding the validity of the notes, together with its consent, is included as an exhibit, along with an Inline XBRL version of the cover page.
Truist Financial Corporation reported solid second-quarter 2026 results, with net income available to common shareholders of $1.5 billion and diluted EPS of $1.23, up 37% from 2Q25. Total revenue on a taxable-equivalent basis was $5.31 billion, up 2.2% from 1Q26 and 5.5% year over year.
Taxable-equivalent net interest income grew to $3.67 billion, while noninterest income rose 5.9% quarter over quarter. Noninterest expense increased 2.4%. Asset quality remained strong: the net charge-off ratio was 0.50% and nonperforming loans were 0.51% of loans held for investment. The allowance for loan and lease losses was 1.51% of loans. Truist returned substantial capital, including $1.2 billion of common share repurchases and a $0.52 per-share common dividend, producing a 121% total payout ratio. Capital and liquidity stayed robust, with a CET1 ratio of 10.9% and an average liquidity coverage ratio of 113%.
Truist Financial Corporation announced a planned leadership transition in which longtime CEO and president Bill Rogers will retire from those roles on September 1, 2026 and become executive chair until the 2027 annual meeting. Michael P. Lyons, a veteran banking and fintech executive, will become CEO and president and join the boards on that date.
Under a transition letter, Rogers keeps his current salary through 2026, then earns $1,000,000 annualized base pay until retirement and may receive a $8,500,000 performance stock unit award for 2027 if he continues as executive chair. An offer letter sets Lyons’s initial base salary at $1,300,000, with a 2026 bonus target of at least 325% of salary and 2026 and 2027 long-term incentive targets of $12,000,000 each, plus substantial make-whole cash and equity awards for compensation forfeited at his prior employer.
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.
Truist Financial Corporation has issued 500,000 depositary shares, each representing a 1/25th interest in its 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock. Each preferred share has a $25,000 liquidation preference, equivalent to $1,000 per depositary share.
After issuance, if dividends on the Series S preferred are not declared and paid or set aside for the prior period, Truist’s ability to declare or pay dividends on, or repurchase or redeem, its common stock and other junior securities will be restricted. The company filed Articles of Amendment to establish the rights and preferences of the Series S preferred and entered into a deposit agreement to govern the depositary shares.
Truist Financial Corporation held its 2026 Annual Meeting of Shareholders, where investors elected all nominated directors and approved an amended and restated 2022 Incentive Plan. Shareholders also gave advisory approval to the executive-compensation program and ratified the reappointment of PricewaterhouseCoopers LLP as independent auditor for 2026.
The meeting had strong participation, with 1,108,291,362 common shares represented, about 89.3% of the 1,241,009,752 shares outstanding as of the February 19, 2026 record date. A shareholder proposal requesting a report on risks from misalignment between corporate policies and the customer base did not receive majority support.
Truist Financial Corporation issued and sold two senior debt offerings totaling $2,000,000,000 of fixed-to-floating rate medium-term notes. The company sold $1,000,000,000 of 4.680% Medium-Term Notes, Series I (Senior), due April 23, 2032, and $1,000,000,000 of 5.281% Medium-Term Notes, Series I (Senior), due April 23, 2037.
The notes were issued under an effective shelf registration statement on Form S-3. A legal opinion and related consent from Mayer Brown LLP regarding the validity of the notes were filed as exhibits and incorporated by reference into the registration statement.
Truist Financial Corporation reported strong first quarter 2026 results, with net income available to common shareholders of $1.38 billion and diluted EPS of $1.09, up 25% from 1Q25. Total revenue on a taxable-equivalent basis was $5.20 billion, while noninterest expense fell 5.9% from 4Q25, improving the efficiency ratio to 57.9%.
Returns strengthened, with ROCE at 9.3% and ROTCE at 13.8%. Average loans grew 7.0% year over year and deposits rose 1.7%, supporting net interest income growth versus 1Q25. Asset quality remained solid, with nonperforming loans at 0.50% of loans and an ALLL ratio of 1.53%.
Capital levels stayed robust: the CET1 ratio was 10.8%. Truist returned substantial capital to shareholders through $0.52 per share in common dividends and $1.1 billion of common share repurchases, producing a total payout ratio of 129%.
Truist Financial Corporation reported that on January 27, 2026 it issued and sold $1,250,000,000 aggregate principal amount of 4.597% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due January 27, 2032. These notes were issued under an effective Form S-3 shelf registration statement.
On the same date, its bank subsidiary Truist Bank issued and sold $1,250,000,000 of 4.144% Fixed-to-Floating Rate Senior Bank Notes, Series I, due January 27, 2029 and $350,000,000 of Floating Rate Senior Bank Notes, Series I, due January 27, 2029. A legal opinion from Mayer Brown LLP on the validity of the company notes is included as an exhibit and incorporated into the shelf registration.
Truist Financial Corporation filed a report to alert investors that it has issued its fourth quarter 2025 earnings materials. On January 21, 2026, the company released its Earnings Release, Quarterly Performance Summary, and an Earnings Release Presentation, and posted them on its website.
The filing explains that most of the earnings materials are treated as formally filed under the securities laws, while the CEO commentary section and the earnings presentation are furnished instead, which limits certain legal liabilities. It also notes that the documents contain forward-looking statements and that Truist does not undertake to update the information after the release date.
Truist Financial Corporation is updating how it presents its Consolidated Statements of Income and has furnished supporting information to help compare past periods to the new format. Effective December 31, 2025, the company made certain changes and reclassifications to its income statement presentation. As of January 12, 2026, Truist is providing unaudited supplemental historical financial information that aligns prior-period presentations with the new format.
The supplemental information, furnished as Exhibit 99.1, does not revise or restate Truist’s previously reported consolidated financial results for any period. The material is being furnished under Regulation FD and is not deemed filed or subject to liability under Section 18 of the Exchange Act, unless specifically incorporated by reference in another filing.
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.
Truist Financial (TFC) announced that director Steven C. Voorhees will retire from the Board effective December 31, 2025. The company stated his retirement is for personal reasons and not due to any disagreement with Truist regarding operations, policies, or practices. The Board and management expressed appreciation for his service and contributions.
Truist Financial Corporation announced it will redeem all outstanding depositary shares of its Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock on November 13, 2025, pursuant to the optional redemption provisions.
Each depositary share represents a 1/25th interest in a share of the Series P Preferred Stock, which has a $25,000 per-share liquidation preference. The company issued a news release with additional details, incorporated by reference as Exhibit 99.
Truist Financial Corporation issued and sold $1,250,000,000 aggregate principal amount of 4.964% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due October 23, 2036, registered on Form S-3. A legal opinion from Mayer Brown LLP was filed as an exhibit and incorporated by reference.
Concurrently, its subsidiary Truist Bank issued and sold $1,250,000,000 of 4.136% Fixed-to-Floating Rate Senior Bank Notes, Series I, due October 23, 2029. The filing lists related exhibits, including the opinion and consent from Mayer Brown.
Truist Financial (TFC) furnished materials for its third quarter 2025 results via an 8-K dated October 17, 2025. The company posted its Q3 2025 Earnings Release, Quarterly Performance Summary, and Earnings Release Presentation and made them available as investor materials.
The documents are furnished as Exhibits 99.1, 99.2, and 99.3 and are not deemed “filed” for purposes of Section 18 of the Exchange Act. They may be incorporated by reference only if a subsequent filing specifically references them. The materials include forward-looking statements with cautionary language and speak as of their date.