Company Update

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 26, 2023 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) (336) 733-2000 (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 January 26, 2023, Truist Financial Corporation (the “Company”) issued and sold $1,500,000,000 aggregate principal amount of its 4.873% Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due January 26, 2029 (the “2029 Notes”), and $1,500,000,000 aggregate principal amount of its 5.122% Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due January 26, 2034 (the “2034 Notes” and together with the 2029 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. 333-261845) filed by the Company with the Securities and Exchange Commission (the “Registration Statement”). In connection with the issuance and sale of the Notes, the following documents are filed with this Current Report on Form 8-K and shall be incorporated by reference into the Registration Statement: (i) the legal opinion of Squire Patton Boggs (US) LLP, as counsel to the Company, regarding the issuance and sale of the Notes, and (ii) the legal opinion of Ellen M. Fitzsimmons, Senior Executive Vice President, Chief Legal Officer, Head of Public Affairs, and Corporate Secretary and Michael J. Shumaker, Senior Vice President and Associate General Counsel of the Company.   Item 9.01 Financial Statements and Exhibits. (d) Exhibits.   Exhibit No.    Description of Exhibit 5.1    Opinion of Squire Patton Boggs (US) LLP as to the validity of the Notes. 5.2    Opinion of Ellen M. Fitzsimmons and Michael J. Shumaker as to the validity of the Notes. 23.1    Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1). 23.2    Consent of Ellen M. Fitzsimmons and Michael J. Shumaker (included in Exhibit 5.2). 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 26, 2023