UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
Truist Financial Corporation
(Exact name of registrant as specified in its charter)
North Carolina | 56-0939887 | |
(State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
214 North Tryon Street Charlotte, North Carolina (Address of Principal Executive Offices) | 28202 (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
Depositary Shares each representing 1/1,000th interest in a share of Series ONon-Cumulative Perpetual Preferred Stock | New York Stock Exchange |
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this Form relates:333-233483
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to Be Registered.
The description of the Depositary Shares being registered hereby, including the Series ONon-Cumulative Perpetual Preferred Stock which is represented by the Depositary Shares, is set forth in the Prospectus included in the Registration Statement on FormS-3 (No.333-233483) of Truist Financial Corporation (formerly known as BB&T Corporation,) as filed with the Commission on August 27, 2019 and amended on September 5, 2019, and the final Prospectus Supplement dated May 19, 2020, as filed with the Commission on May 21, 2020, pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended. The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.
Item 2. Exhibits.
SIGNATURE
Pursuant to be requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
TRUIST FINANCIAL CORPORATION | ||
By: | /s/ Cynthia B. Powell | |
Name: | Cynthia B. Powell | |
Title: | Executive Vice President and Corporate Controller (Principal Accounting Officer) |
Date: May 27, 2020