Truist Financial issues $1.25B senior notes

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.

Rhea-AI Filing Summary

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.

Filing Explained

The completed senior-note financing creates debt due July 23, 2030 rather than stating a common-share issuance.

On July 23, 2026, Truist Financial Corporation completed the issuance and sale of $1,250,000,000 of senior fixed-to-floating notes due July 23, 2030; this adds a debt obligation to the company, with the instrument identified as senior notes rather than common stock.

The Form S-3 registration supplied capacity to sell registered securities, but this 8-K reports that these notes were actually issued and sold; registration itself is not the sale.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount of notes: $1,250,000,000 Interest rate on notes: 4.957% Maturity date of notes: July 23, 2030 +1 more

4 metrics

Aggregate principal amount of notes $1,250,000,000 4.957% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), issued July 23, 2026

Interest rate on notes 4.957% Coupon on Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior)

Maturity date of notes July 23, 2030 Maturity of the 4.957% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior)

Registration statement file number 333-276600 Form S-3 registration under which the notes were registered

Key Terms

Fixed-to-Floating Rate, Medium-Term Notes, registration statement on Form S-3, Inline XBRL

4 terms

Fixed-to-Floating Rate financial

"4.957% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior)"

A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.

Medium-Term Notes financial

"4.957% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior)"

Medium-term notes are debt securities issued by companies, banks or governments that promise to pay interest and return principal at a set date a few years out—typically longer than short-term bills but shorter than long-term bonds. For investors they act like staggered IOUs that provide predictable income and help diversify holdings, but they carry credit and interest-rate risk and can affect a portfolio’s cash flow and stability depending on the issuer’s creditworthiness and the note’s term.

registration statement on Form S-3 regulatory

"registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Inline XBRL technical

"The cover page from this ... formatted in Inline XBRL."

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

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

What type of securities did Truist Financial (TFC) issue on July 23, 2026?

Truist Financial issued $1,250,000,000 of 4.957% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), maturing on July 23, 2030. These senior debt securities carry a fixed-to-floating interest rate structure.

What is the interest rate and maturity of Truist Financial's (TFC) new notes?

The new notes carry a 4.957% interest rate and mature on July 23, 2030. They are structured as Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), providing a change in rate structure over their term.

What is the aggregate principal amount of the new Truist Financial (TFC) notes?

The aggregate principal amount of the new notes is $1,250,000,000. This figure reflects the total face value of the 4.957% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), issued on July 23, 2026.

Under which registration statement were Truist Financial's (TFC) new notes registered?

The notes were registered under a registration statement on Form S-3, file number 333-276600. This shelf registration under the Securities Act of 1933 covers the issuance and sale of the 4.957% senior notes.

Which law firm provided the legal opinion on Truist Financial's (TFC) new notes?

Mayer Brown LLP provided the legal opinion on the validity of the notes. Its opinion is included as Exhibit 5.1, and its consent appears as Exhibit 23.1 in connection with the registered 4.957% senior notes.

What additional disclosure accompanied Truist Financial's (TFC) senior notes issuance?

Alongside the notes issuance, Truist included a legal opinion and consent from Mayer Brown LLP and an Inline XBRL-formatted version of the cover page as Exhibit 104, supporting the registered debt transaction.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 07/23/2026 - 08:43 AM Learn about SEC filing dates

TRUIST FINANCIAL CORP 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock false 0000092230 0000092230 2026-07-23 2026-07-23 0000092230 us-gaap:CommonStockMember 2026-07-23 2026-07-23 0000092230 tfc:SeriesIPreferredStockMember 2026-07-23 2026-07-23 0000092230 tfc:SeriesJPreferredStockMember 2026-07-23 2026-07-23 0000092230 tfc:SeriesOPreferredStockMember 2026-07-23 2026-07-23 0000092230 tfc:SeriesRPreferredStockMember 2026-07-23 2026-07-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 23, 2026

Date of Report (Date of earliest event reported)

Truist Financial Corporation

(Exact name of registrant as specified in its charter)

Commission file number: 1-10853

North Carolina		56-0939887
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

214 North Tryon Street Charlotte, North Carolina		28202
(Address of principal executive offices)		(Zip Code)

(844) 487-8478

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $5 par value		TFC		New York Stock Exchange
Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock		TFC.PI		New York Stock Exchange
5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock		TFC.PJ		New York Stock Exchange
Depositary shares, each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock		TFC.PO		New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock		TFC.PR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On July 23, 2026, Truist Financial Corporation (the “Company”) 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”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-276600) filed by the Company with the Securities and Exchange Commission (the “Registration Statement”). In connection with the issuance and sale of the Notes, the legal opinion of Mayer Brown LLP, as counsel to the Company, regarding the issuance and sale of the Notes, is filed with this Current Report on Form 8-K and shall be incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
5.1		Opinion of Mayer Brown LLP as to the validity of the Notes.
23.1		Consent of Mayer Brown LLP (included in Exhibit 5.1).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUIST FINANCIAL CORPORATION
(Registrant)
By:		/s/ Cynthia B. Powell
Name:		Cynthia B. Powell
Title:		Executive Vice President and Corporate Controller (Principal Accounting Officer)

Date: July 23, 2026

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-5.1 EX-5.1 11.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 23.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.0 KB