8-KRegulation FDExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Regulation FD Disclosure (Apr 15, 2024)

Filed April 15, 2024For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

Truist Financial Corporation (TFC) has filed an 8-K report primarily to disclose the accounting treatment for the divestiture of its remaining equity interests in Truist Insurance Holdings, LLC (TIH). The company anticipates completing the sale of TIH to an investor group led by Stone Point Capital LLC, Clayton, Dubilier & Rice, LLC, and Mubadala Investment Company during the second quarter of 2024, subject to regulatory approvals and closing conditions. This transaction is deemed material and will result in TIH being presented as discontinued operations in Truist's financial statements, impacting the comparability of future reports. In preparation for this change, Truist is providing unaudited supplemental historical financial information for 2023 that reflects this new presentation. This supplemental data is not a restatement of previously issued financials but serves as a preview of how TIH's results will be segregated. Following the Q1 2024 10-Q filing, Truist plans to issue another 8-K to formally recast its 2023 consolidated financial statements to align with the discontinued operations presentation for TIH.

Key Highlights

  • 1Truist is selling its remaining equity interests in Truist Insurance Holdings, LLC (TIH) to an investor group led by Stone Point Capital, Clayton, Dubilier & Rice, and Mubadala Investment Company.
  • 2The transaction is expected to close in the second quarter of 2024, pending regulatory approvals and customary closing conditions.
  • 3TIH will be classified and presented as 'discontinued operations' in Truist's financial statements due to the material impact of the sale.
  • 4Truist is providing supplemental unaudited historical financial information for 2023 to reflect the 'discontinued operations' presentation.
  • 5This supplemental information is for informational purposes and does not restate previously issued financial statements.
  • 6A future 8-K filing is anticipated to recast the full year 2023 financial statements to reflect TIH as discontinued operations.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors about the accounting treatment for the sale of Truist's remaining stake in Truist Insurance Holdings, LLC (TIH). Truist is classifying TIH as discontinued operations and is providing supplemental historical financial information to reflect this change.

Truist expects to complete the sale of its remaining equity interests in Truist Insurance Holdings, LLC during the second quarter of 2024. This is subject to regulatory reviews, approvals, and other standard closing conditions.

The sale of TIH is considered a material event, and its results will be presented as 'discontinued operations' in Truist's financial statements moving forward. This means TIH's historical revenues, expenses, and assets/liabilities will be segregated from continuing operations, impacting the comparability of financial statements with periods prior to this reclassification.

No, the unaudited supplemental historical financial information for 2023 provided in this filing does not revise or restate Truist's previously reported consolidated financial statements for any period. It is intended to provide a preview of how TIH's results will be presented as discontinued operations.