Truist (NYSE: TFC) sells $2.85B in senior and bank notes

Rhea-AI Filing Summary

Truist Financial Corporation reported that on January 27, 2026 it issued and sold $1,250,000,000 aggregate principal amount of 4.597% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due January 27, 2032. These notes were issued under an effective Form S-3 shelf registration statement.

On the same date, its bank subsidiary Truist Bank issued and sold $1,250,000,000 of 4.144% Fixed-to-Floating Rate Senior Bank Notes, Series I, due January 27, 2029 and $350,000,000 of Floating Rate Senior Bank Notes, Series I, due January 27, 2029. A legal opinion from Mayer Brown LLP on the validity of the company notes is included as an exhibit and incorporated into the shelf registration.

Insights

Bank capital structure analyst

Truist adds senior debt across parent and bank with staggered maturities.

Truist Financial Corporation issued $1,250,000,000 of 4.597% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), maturing on January 27, 2032. These notes are issued under a Form S-3 shelf, which allows the company to tap debt markets using pre-registered securities.

Concurrently, Truist Bank issued $1,250,000,000 of 4.144% Fixed-to-Floating Rate Senior Bank Notes, Series I, and $350,000,000 of Floating Rate Senior Bank Notes, Series I, both due on January 27, 2029. Together, these transactions add senior funding at both the holding company and bank levels, using a mix of fixed-to-floating and floating-rate structures.

The mix of maturities in 2029 and 2032 and the rate formats may help align funding with asset profiles, though the actual impact on net interest margin and capital ratios will depend on how the proceeds are deployed, which is not detailed in this excerpt.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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 2026-01-27 2026-01-27 0000092230 us-gaap:CommonStockMember 2026-01-27 2026-01-27 0000092230 tfc:SeriesIPreferredStockMember 2026-01-27 2026-01-27 0000092230 tfc:SeriesJPreferredStockMember 2026-01-27 2026-01-27 0000092230 tfc:SeriesOPreferredStockMember 2026-01-27 2026-01-27 0000092230 tfc:SeriesRPreferredStockMember 2026-01-27 2026-01-27

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

January 27, 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 January 27, 2026, Truist Financial Corporation (the “Company”) issued and sold $1,250,000,000 aggregate principal amount of its 4.597% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due January 27, 2032 (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 (i) $1,250,000,000 aggregate principal amount of its 4.144% Fixed-to-Floating Rate Senior Bank Notes, Series I (Senior) due January 27, 2029 and (ii) $350,000,000 aggregate principal amount of its Floating Rate Senior Bank Notes, Series I (Senior) due January 27, 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: January 27, 2026

FAQ

What new notes did Truist Financial Corporation (TFC) issue on January 27, 2026?

On January 27, 2026, Truist Financial Corporation issued and sold $1,250,000,000 aggregate principal amount of its 4.597% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due January 27, 2032.

Were Truist’s 4.597% Medium-Term Notes due 2032 registered with the SEC?

Yes. The 4.597% Medium-Term Notes, Series I (Senior), due January 27, 2032 were registered under the Securities Act of 1933 pursuant to a shelf registration statement on Form S-3 (File No. 333-276600).

What debt did Truist Bank issue concurrently with Truist Financial Corporation’s 2032 notes?

Concurrently, Truist Bank issued and sold (i) $1,250,000,000 of 4.144% Fixed-to-Floating Rate Senior Bank Notes, Series I, due January 27, 2029 and (ii) $350,000,000 of Floating Rate Senior Bank Notes, Series I, due January 27, 2029.

What is the interest rate and maturity of Truist’s new Medium-Term Notes, Series I (Senior)?

The new Medium-Term Notes, Series I (Senior) issued by Truist Financial Corporation carry a 4.597% Fixed-to-Floating interest rate and are due on January 27, 2032.

Which law firm provided the legal opinion for Truist’s new notes offering?

Mayer Brown LLP provided the legal opinion regarding the issuance and sale of the Truist Financial Corporation Medium-Term Notes, and this opinion is filed as Exhibit 5.1 and incorporated by reference into the registration statement.

What exhibits related to the new notes are included in Truist’s 8-K filing?

The filing includes (i) Exhibit 5.1, the opinion of Mayer Brown LLP on the validity of the Notes, (ii) Exhibit 23.1, Mayer Brown LLP’s consent (included in Exhibit 5.1), and (iii) Exhibit 104, the cover page formatted in Inline XBRL.