UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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of the Securities Exchange Act of 1934
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Emerging growth company
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| Item 8.01 | Other Events. |
On April 23, 2026, Truist Financial Corporation (the “Company”) issued and sold (i) $1,000,000,000 aggregate principal amount of its 4.680% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due April 23, 2032 (the “2032 Notes”) and (ii) $1,000,000,000 aggregate principal amount of its 5.281% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due April 23, 2037 (the “2037 Notes” and, together with the 2032 Notes, 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: April 23, 2026