[8-K] TRUIST FINANCIAL CORP Reports Material Event

Rhea-AI Filing Summary

Truist Financial Corporation issued and sold $1,250,000,000 aggregate principal amount of 4.964% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due October 23, 2036, registered on Form S-3. A legal opinion from Mayer Brown LLP was filed as an exhibit and incorporated by reference.

Concurrently, its subsidiary Truist Bank issued and sold $1,250,000,000 of 4.136% Fixed-to-Floating Rate Senior Bank Notes, Series I, due October 23, 2029. The filing lists related exhibits, including the opinion and consent from Mayer Brown.

Insights

Bank credit strategist

Truist and its bank added senior debt with staggered maturities.

Truist Financial sold $1,250,000,000 of 4.964% fixed-to-floating senior notes due 2036, while Truist Bank sold $1,250,000,000 of 4.136% senior bank notes due 2029. Fixed-to-floating structures typically reset after an initial fixed period, aligning coupons with future benchmarks.

The two tranches ladder maturities across 2029 and 2036, which can spread refinancing points. Actual cash cost will follow the stated rates initially and then reference the floating benchmark upon reset per note terms.

Key items in the disclosure include registration under Form S-3 for the holding-company notes and the filed legal opinion, which confirms validity of issuance. Subsequent filings may provide additional terms such as reset mechanics or redemption features.

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 2025-10-23 2025-10-23 0000092230 us-gaap:CommonStockMember 2025-10-23 2025-10-23 0000092230 tfc:SeriesIPreferredStockMember 2025-10-23 2025-10-23 0000092230 tfc:SeriesJPreferredStockMember 2025-10-23 2025-10-23 0000092230 tfc:SeriesOPreferredStockMember 2025-10-23 2025-10-23 0000092230 tfc:SeriesRPreferredStockMember 2025-10-23 2025-10-23

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

October 23, 2025

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)

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 October 23, 2025, Truist Financial Corporation (the “Company”) issued and sold $1,250,000,000 aggregate principal amount of its 4.964% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due October 23, 2036 (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.

Concurrently with this offering, the Company’s bank subsidiary, Truist Bank, issued and sold $1,250,000,000 aggregate principal amount of its 4.136% Fixed-to-Floating Rate Senior Bank Notes, Series I (Senior) due October 23, 2029.

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: October 23, 2025

FAQ

What did TFC announce in this 8-K?

The company issued and sold $1,250,000,000 of 4.964% Fixed-to-Floating Rate Medium-Term Notes due October 23, 2036.

Did Truist Bank also issue notes?

Yes. Truist Bank issued and sold $1,250,000,000 of 4.136% Fixed-to-Floating Rate Senior Bank Notes due October 23, 2029.

Were the Truist Financial notes registered?

Yes. They were registered under the Securities Act via Form S-3 (File No. 333-276600).

What exhibits were filed with the 8-K?

Exhibits include the Mayer Brown LLP legal opinion on validity (Exhibit 5.1) and its consent (Exhibit 23.1).

What are the interest rates on the new notes?

The Truist Financial notes carry 4.964%, and the Truist Bank notes carry 4.136%, both fixed-to-floating.

What are the maturities of the new debt?

The company notes mature on October 23, 2036, and the bank notes mature on October 23, 2029.