Truist prices $1.0B 4.680% fixed-to-floating notes

Truist Financial Corporation is offering $1,000,000,000 aggregate principal amount of 4.680% Fixed-to-Floating Rate Senior Notes due April 23, 2032.

Rhea-AI Filing Summary

Truist Financial Corporation is offering $1,000,000,000 aggregate principal amount of 4.680% Fixed-to-Floating Rate Senior Notes due April 23, 2032. The notes pay 4.680% per annum through April 23, 2031, then reset quarterly based on Compounded SOFR plus 108.7 basis points. The issue price is 100.000% and net proceeds before expenses are $998,500,000. The company may optionally redeem the notes under a make-whole formula (make-whole spread +15 basis points) or at par on the Reset Date and shortly before maturity.

Insights

Debt Capital Markets Analyst

Debt issuance updates Truist's medium-term senior funding with a fixed-to-floating structure.

The transaction raises $1.0B of senior unsecured notes priced at par with a fixed coupon of 4.680% until April 23, 2031, then floating at Compounded SOFR + 108.7 bps. The structure balances near-term locked yield with later SOFR exposure.

Key dependencies include market SOFR levels at the reset and the company’s optional redemption rights (make-whole spread +15 bps). Subsequent filings will show final use of proceeds and any related debt covenant or call activity.

Fixed Income Structurer

Structure and payment mechanics align with standard fixed-to-floating senior notes.

The notes convert from semi-annual fixed coupons to quarterly floating coupons tied to Compounded SOFR with an Observation Period Shift and a specified Spread of 108.7 basis points. Interest conventions switch from 30/360 to Actual/360 at the Reset Date.

Investors should note the reset mechanics, observation/lookback language referenced in the prospectus supplement, and the legal maximum/minimum interest caps stated (minimum zero, maximum permitted by New York law).

Key Figures

Aggregate principal amount: 1,000,000,000 shares Net proceeds (before expenses): $998,500,000 Issue price: 100.000% +3 more

6 metrics

Aggregate principal amount 1,000,000,000 shares Aggregate principal amount of Notes offered

Net proceeds (before expenses) $998,500,000 Proceeds to the company from the sale

Issue price 100.000% Price to public

Fixed interest rate 4.680% per annum Fixed rate period through April 23, 2031

Floating spread 108.7 basis points Spread over Compounded SOFR after Reset Date

Make-whole spread +15 basis points Spread used in Make-Whole Redemption calculation

Key Terms

Compounded SOFR with Observation Period Shift, Reset Date, Make-Whole Redemption Price

3 terms

Compounded SOFR with Observation Period Shift financial

"Compounded SOFR with Observation Period Shift determined for each quarterly Interest Period"

Reset Date financial

"Reset Date | April 23, 2031"

Make-Whole Redemption Price financial

"redeem the Notes at its option ... at the Make-Whole Redemption Price"

The make-whole redemption price is the amount an issuer pays to buy back debt early that compensates bondholders for the interest they will miss out on. It is usually calculated by taking the present value of the remaining scheduled payments, discounted at a specified rate (often a Treasury yield plus a spread), sometimes with a small premium — like refunding a prepaid service by reimbursing the remaining value today. It matters because it determines how much bondholders receive if the debt is called and affects the issuer’s cost of early repayment.

Offering Details

medium-term note (fixed-to-floating) · $1,000,000,000

Offering

Offering Type medium-term note (fixed-to-floating)

Securities Offered senior notes

Offering Amount $1,000,000,000

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the size and maturity of Truist's new note offering (TFC-PI)?

The offering is for $1,000,000,000 aggregate principal amount of senior notes due April 23, 2032. The notes carry a fixed coupon until April 23, 2031 and then convert to a floating rate.

What interest will the Truist notes pay after the reset?

After the reset on April 23, 2031, the notes will pay Compounded SOFR plus a spread of 108.7 basis points per annum, payable quarterly, subject to the formulas in the prospectus supplement.

How much did Truist receive in net proceeds from the offering?

Net proceeds before expenses to Truist are stated as $998,500,000, reflecting an issue price of 100.000% and underwriters’ discount of 0.150%.

Can Truist redeem the notes early?

Yes. Truist may redeem the notes after 180 days from issuance prior to the Reset Date at a make-whole price (make-whole spread +15 basis points) and may redeem at specified times around the Reset Date and before maturity at par.

What is the fixed coupon and how are fixed interest payments scheduled?

The fixed coupon is 4.680% per annum, payable semi-annually on April 23 and October 23 beginning October 23, 2026, through the Reset Date of April 23, 2031.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/21/2026 - 04:49 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-276600

PRICING SUPPLEMENT No. 8, dated April 20, 2026

(To prospectus, dated January 19, 2024, and

prospectus supplement, dated January 19, 2024)

TRUIST FINANCIAL CORPORATION

Medium-Term Notes, Series I (Senior)

This pricing supplement supplements the terms and conditions in the prospectus, dated January 19, 2024, as supplemented by the prospectus supplement, dated January 19, 2024 (together, the “prospectus supplement”), and should be read together with the prospectus supplement and the prospectus for additional information about the offering and sale of $1,000,000,000 aggregate principal amount of 4.680% Fixed-to-Floating Rate Senior Notes due April 23, 2032 (the “Notes”) of Truist Financial Corporation (“Truist” or the “Company”). Terms used but not defined herein shall have the respective meanings set forth in the prospectus supplement.

Key Terms		Fixed-to-Floating Rate Senior Notes
CUSIP / ISIN Nos.		89788MAX0 / US89788MAX02
Series		Series I (Senior)
Form of Note		Book-Entry
Principal Amount		$1,000,000,000
Trade Date		April 20, 2026
Issue Date		April 23, 2026 (T+3)
Stated Maturity		April 23, 2032
Reset Date		April 23, 2031
Distribution		Underwritten basis
Authorized Denominations		$2,000 and integral multiples of $1,000 in excess thereof
Issue Price (Dollar Amount and Percentage of Principal Amount)		$1,000,000,000 / 100.000%
Net Proceeds (Before Expenses) to the Company		$998,500,000
Interest Rate (and, if applicable, related Interest Periods)		☒ Fixed Rate Note (during the fixed rate period) ☐ CMT Rate Note ☐ Reuters Page FRBCMT ☐ Reuters Page FEDCMT ☐ One-Week ☐ One-Month ☐ Commercial Paper Rate Note ☐ CORRA Note ☐ EURIBOR Note ☐ Federal Funds Rate Note ☐ (effective) ☐ (open) ☐ (target) ☐ Prime Rate Note		☒ SOFR Note (during the floating rate period) ☒ Compounded SOFR Note with Observation Period Shift ☐ Compounded SOFR Index Note with Observation Period Shift ☐ SONIA Rate Note ☐ Compounded SONIA Rate Note with Observation Shift Convention ☐ Compounded SONIA Rate Note with Observation Lookback Convention ☐ Compounded SONIA Index Note with Compounded Index Convention ☐ Treasury Rate Note ☐ Zero Coupon Note ☐ Other Base Rate:
Fixed Rate Period		The period from, and including, the Issue Date to, but excluding, the Reset Date.
Floating Rate Period		The period from, and including the Reset Date to, but excluding, the Stated Maturity.
Fixed Interest Rate		During the fixed rate period, 4.680% per annum payable in arrears for each semi-annual Interest Period.
Floating Interest Rate		During the floating rate period, the Base Rate as determined on the applicable Interest Determination Date plus the Spread per annum payable in arrears for each quarterly Interest Period.
Base Rate		Compounded SOFR with Observation Period Shift determined for each quarterly Interest Period during the floating rate period in accordance with the specific formula and provisions described under “Description of Notes—Floating Rate Notes—Base Rates—SOFR” in the accompanying prospectus supplement.
Spread		+108.7 basis points
Spread Multiplier		Not applicable
Index Source		As published by SOFR administrator
Index Maturity		Daily
Interest Periods		With respect to the fixed rate period, each semi-annual period from, and including, an Interest Payment Date (or, in the case of the first Interest Period during the fixed rate period, the Issue Date) to, but excluding, the next Interest Payment Date (or, in the case of the final Interest Period during the fixed rate period, the Reset Date). With respect to the floating rate period, each quarterly period from, and including, an Interest Payment Date (or, in the case of the first Interest Period during the floating rate period, the Reset Date) to, but excluding, the next Interest Payment Date (or, in the case of the final Interest Period during the floating rate period, the Stated Maturity or earlier Redemption Date).

Interest Payment Dates		With respect to the fixed rate period, April 23 and October 23 of each year, commencing on October 23, 2026 and ending on the Reset Date. With respect to the floating rate period, January 23, April 23, July 23 and October 23 of each year, commencing on July 23, 2031 and ending on the Stated Maturity.
Regular Record Dates		15 calendar days prior to each Interest Payment Date.
Interest Determination Dates		With respect to each Interest Period during the floating rate period, the date two U.S. Government Securities Business Days preceding the applicable Interest Payment Date or redemption date, as applicable.
Interest Reset Dates		For the floating rate period, each Interest Payment Date.
Observation Period		With respect to each Interest Period during the floating rate period, the period from, and including, the date two U.S. Government Securities Business Days preceding the first date in such Interest Period to, but excluding, the date two U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Period, or redemption date, as applicable.
Maximum Interest Rate		Maximum rate permitted by New York law
Minimum Interest Rate		Zero
Day Count Convention		With respect to the fixed rate period, 30/360. With respect to the floating rate period, Actual/360.
Business Day		With respect to the fixed rate period, New York and Charlotte. With respect to the floating rate period, New York, Charlotte and U.S. Government Securities Business Day.
Business Day Convention		With respect to the fixed rate period, Following Unadjusted Business Day convention. With respect to the floating rate period, Modified Following Business Day convention.
Optional Make-Whole Redemption		At any time after the date that is 180 days after the Issue Date (or, if additional notes are issued, after the date that is 180 days after the Issue Date of such additional notes) and prior to the Reset Date (one year prior to the Stated Maturity), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at the Make-Whole Redemption Price as described under “Description of Notes—Redemption—Optional Make-Whole Redemption” in the accompanying prospectus supplement. Notice of any redemption will be provided at least 5 but not more than 60 calendar days before the redemption date to the registered holder of the Notes to be redeemed.
Make-Whole Spread		+15 basis points
Optional Redemption		The Company may redeem the Notes at its option, (a) in whole, but not in part, on the Reset Date, or (b) in whole at any time or in part from time to time, on or after March 23, 2032 (one month prior to the Stated Maturity) and prior to the Stated Maturity, in each case at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. See “Description of Notes—Redemption” in the accompanying prospectus supplement. Notice of any redemption will be provided at least 5 but not more than 60 calendar days before the redemption date to the registered holder of the Notes to be redeemed.
Calculation Agent		U.S. Bank Trust Company, National Association
Original Issue Discount Notes		Not applicable
Prohibition of Sales to EEA and UK Investors		Applicable
Additional Terms		Not applicable

The Notes are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The Notes are not secured.

Investing in the Notes involves risk. Potential purchasers of the Notes should consider the information set forth in the “Risk Factors” section beginning on page S-4 of the accompanying prospectus supplement and the discussion of risk factors contained in our annual and quarterly reports filed with the Securities and Exchange Commission (the “SEC”), which are incorporated by reference herein.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined that this pricing supplement, the attached prospectus supplement or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should read this pricing supplement together with the accompanying prospectus supplement and prospectus, which can be accessed on the SEC website via the links below:

• Prospectus dated January  19, 2024

• Prospectus Supplement dated January 19, 2024

		Per Note(1)				Total
Price to Public			100.000	%		$	1,000,000,000
Underwriters’ Discount			0.150	%		$	1,500,000
Net Proceeds (Before Expenses) to Us			99.850	%		$	998,500,000

(1) Plus accrued interest, if any, from April 23, 2026, if settlement occurs after that date.

We expect to deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about April 23, 2026.

Joint Book-Running Managers

Truist Securities BofA Securities Citigroup J.P. Morgan

Co-Managers

SMBC Nikko Piper Sandler

April 20, 2026

SUPPLEMENTAL PLAN OF DISTRIBUTION

Truist Securities, Inc., BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as joint book-running managers of the offering. Subject to the terms and conditions of a syndicated terms agreement, dated April 20, 2026 (the “terms agreement”), among us and the underwriters named below (the “underwriters”), incorporating the terms of a distribution agreement, dated as of January 19, 2024, among us and the agents named in the accompanying prospectus supplement, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase, as principal, the principal amount of Notes set forth opposite its name below:

Underwriter		Principal Amount of Notes
Truist Securities, Inc.		$	265,000,000
BofA Securities, Inc.			222,500,000
Citigroup Global Markets Inc.			222,500,000
J.P. Morgan Securities LLC			222,500,000
SMBC Nikko Securities America, Inc.			45,000,000
Piper Sandler & Co.			22,500,000
Total		$	1,000,000,000

We expect that delivery of the Notes will be made against payment therefor on or about the closing date specified on the cover page of this pricing supplement, which will be on the third business day following the date the Notes are priced (such settlement being referred to as “T+3”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day before delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify alternative settlement arrangements to prevent a failed settlement.

See “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement for additional information.

Selling Restrictions

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes: a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Regulation (EU) 2017/1129, as amended. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”); or (ii) not

PS-3

a qualified investor as defined in paragraph 15 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and, therefore, offering, selling or distributing the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

PS-4

LEGAL MATTERS

The validity of the Notes offered hereby and certain other legal matters will be passed upon for us by Mayer Brown LLP. Sullivan & Cromwell LLP, New York, New York, will pass upon certain matters for the underwriters.

PS-5