As filed with the Securities and Exchange Commission on May 1, 2026
Registration No. 333 –
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TRUIST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| North Carolina |
56-0939887 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
214 N. Tryon St.
Charlotte, North Carolina 28202
(Address, including zip code, of principal executive offices)
Truist Financial Corporation 2022 Incentive Plan (amended and restated as of April 28, 2026)
(Full title of the plan)
Scott A. Stengel
Senior Executive Vice President, Chief Legal Officer, Head of Government Affairs, and Corporate Secretary
Truist Financial Corporation
214 N. Tryon St.
Charlotte, North Carolina 28202
(844) 487-8478
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this registration statement on Form S-8 (the “Registration Statement”) is being filed in order to register an additional 40,000,000 shares of common stock, par value $5.00 per share (“Common Stock”), of Truist Financial Corporation (the “Company”) under the Truist Financial Corporation 2022 Incentive Plan (amended and restated as of April 28, 2026) (the “Plan”), which are securities of the same class and relate to the same employee benefit plan as those securities registered on the Company’s registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on May 10, 2022 (Registration No. 333-264826) (the “Prior Registration Statement”), which is hereby incorporated by reference, except to the extent supplemented, amended, or superseded by information set forth in this Registration Statement. The shares being registered on this Registration Statement are in addition to the shares previously registered on the Prior Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item | 3. Incorporation of Documents by Reference. |
The following documents previously filed by the Company with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items):
(1) The Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), filed with the Commission on February 24, 2026;
(2) The Company’s Current Reports on Form 8-K filed with the Commission on January 21, 2026, January 27, 2026, April 17, 2026, April 23, 2026, and May 1, 2026; and
(3) The description of the Company’s Common Stock contained in Exhibit 4.11 to the Annual Report and any amendment or report filed for the purpose of updating that description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document that is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
1
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 55-2-02 of the North Carolina Business Corporation Act (the “Business Corporation Act”) enables a corporation in its articles of incorporation to eliminate or limit, with certain exceptions, the personal liability of a director for monetary damages for breach of duty as a director. No such provision is effective to eliminate or limit a director’s liability for (i) acts or omissions that the director at the time of the breach knew or believed to be clearly in conflict with the best interests of the corporation, (ii) improper dividends and other distributions as described in Section 55-8-33 of the Business Corporation Act, (iii) any transaction from which the director derived an improper personal benefit, or (iv) acts or omissions occurring prior to the date the exculpatory provision became effective. The Company’s articles of incorporation eliminate the personal liability of its directors for monetary damages for breach of their duty as directors to the fullest extent permitted by the Business Corporation Act.
Sections 55-8-50 through 55-8-58 of the Business Corporation Act permit a corporation to indemnify its directors, officers, employees, or agents under either or both a statutory or non-statutory scheme of indemnification. Under the statutory scheme, a corporation may, with certain exceptions, indemnify a director, officer, employee, or agent of the corporation who was, is, or is threatened to be made a party to any threatened, pending, or completed legal action, suit, or proceeding, whether civil, criminal, administrative, or investigative, because of the fact that such person was or is a director, officer, agent, or employee of the corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise. This indemnity may include the obligation to pay any judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred in connection with a proceeding (including counsel fees), but no such indemnification may be granted unless such director, officer, employee, or agent (i) conducted himself or herself in good faith, (ii) reasonably believed (1) that any action taken in his or her official capacity with the corporation was in the best interests of the corporation or (2) that in all other cases his or her conduct was not opposed to the corporation’s best interests, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Whether a director has met the requisite standard of conduct for the type of indemnification set forth above is determined by the board of directors of the corporation, a committee of directors, special legal counsel, or the shareholders in accordance with Section 55-8-55 of the Business Corporation Act. A corporation may not indemnify a director under the statutory scheme in connection with a proceeding by or in the right of the corporation in which a director was adjudged liable to the corporation or in connection with any other proceeding in which a director was adjudged liable on the basis of having received an improper personal benefit.
In addition to, and notwithstanding the conditions of and limitations on, the indemnification described above under the statutory scheme, Section 55-8-57 of the Business Corporation Act permits a corporation to indemnify, or agree to indemnify, any of its directors, officers, employees, or agents (and any person who, at the request of the corporation, is or was serving as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (which would include subsidiaries of the corporation)) against liability and expenses (including counsel fees) in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be indemnified to be clearly in conflict with the best interests of the corporation. Such an agreement under Section 55-8-57 may be set forth in the corporation’s articles of incorporation, its bylaws, a resolution adopted by the corporation’s board of directors, or a contract between the corporation and the person to be indemnified. The Company’s bylaws provide for indemnification to the fullest extent permitted under the Business Corporation Act to any person who at any time serves or has served as an officer or a director of the Company, or at the request of the Company as a director, officer, partner, or trustee (or in any position of similar authority, by whatever title known) of any other foreign or domestic corporation, partnership, joint venture, trust, or other enterprise or as a trustee, fiduciary, or administrator under any employee benefit plan.
Sections 55-8-52 and 55-8-56 of the Business Corporation Act require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was, or was threatened to be, made a party because he is or was a director or officer of the corporation. Unless otherwise provided in the articles of incorporation, a director or officer also may make application and obtain court-ordered indemnification if the court determines that such director or officer is fairly and reasonably entitled to such indemnification as provided in Sections 55-8-54 and 55-8-56 of the Business Corporation Act.
2
Additionally, Section 55-8-57 of the Business Corporation Act authorizes a corporation to purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation against certain liabilities incurred by such a person, whether or not the corporation is otherwise authorized by the Business Corporation Act to indemnify that person. The Company maintains directors’ and officers’ liability insurance that, in general, insures: (i) the Company’s directors and officers against loss by reason of any of their wrongful acts and (ii) the Company against loss arising from claims against the directors and officers by reason of their wrongful acts, all subject to the exclusions, terms, and conditions contained in the policy.
Certain rules of the Federal Deposit Insurance Corporation limit the ability of certain depository institutions, their subsidiaries, and their affiliated depository institution holding companies to indemnify affiliated parties, including institution directors and officers. In general, subject to the ability to purchase directors’ and officers’ liability insurance and to advance professional expenses under certain circumstances, the rules prohibit such institutions from indemnifying a director or officer for certain costs incurred with regard to an administrative or enforcement action commenced by any federal banking agency that results in a final order or settlement pursuant to which the director or officer is assessed a civil money penalty, removed from office, prohibited from participating in the affairs of an insured depository institution, or required to cease and desist from or take an affirmative action described in Section 8(b) of the Federal Deposit Insurance Act (12 U.S.C. § 1818(b)).
3
Item 8. Exhibits.
| * | Filed herewith. |
4
Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, as of this 1st day of May, 2026.
| TRUIST FINANCIAL CORPORATION | ||
| By: | /s/ William H. Rogers, Jr. | |
| Name: | William H. Rogers, Jr. | |
| Title: | Chairman and Chief Executive Officer | |
SIGNATURES AND POWER OF ATTORNEY
Each of the undersigned officers and directors of the Company hereby constitutes and appoints each of William H. Rogers, Jr., Michael B. Maguire, and Scott A. Stengel as his or her true and lawful attorney-in-fact and agent, severally, with full power of substitution and resubstitution, in his or her name and on his or her behalf, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power of authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated as of this 1st day of May, 2026.
| Signature |
Title | |
| /s/ William H. Rogers, Jr. (William H. Rogers, Jr.) |
Chairman and Chief Executive Officer (Principal Executive Officer) | |
| /s/ Michael B. Maguire (Michael B. Maguire) |
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
| /s/ Cynthia B. Powell (Cynthia B. Powell) |
Executive Vice President and Corporate Controller (Principal Accounting Officer) | |
| /s/ Jennifer S. Banner (Jennifer S. Banner) |
Director | |
| /s/ K. David Boyer, Jr. (K. David Boyer, Jr.) |
Director | |
| /s/ Agnes Bundy Scanlan (Agnes Bundy Scanlan) |
Director | |
| /s/ Dallas S. Clement (Dallas S. Clement) |
Director | |
5
| /s/ Linne M. Haynesworth (Linnie M. Haynesworth) |
Director | |
| /s/ Donna S. Morea (Donna S. Morea) |
Director | |
| /s/ Charles A. Patton (Charles A. Patton) |
Director | |
| /s/ Jonathan M. Pruzan (Jonathan M. Pruzan) |
Director | |
| /s/ Thomas E. Skains (Thomas E. Skains) |
Director | |
| /s/ Laurence Stein (Laurence Stein) |
Director | |
| /s/ Bruce L. Tanner (Bruce L. Tanner) |
Director | |
6