8-KThe WireRoutine
Company Update
Filed Jan 27, 2026 · 5mo ago · Accession 0001193125-26-023420
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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
Filing details
- Company
- TRUIST FINANCIAL CORP
- Ticker
- TFC
- CIK
- 92230
- Form type
- 8-K
- Filing date
- Jan 27, 2026
- Report date
- Jan 27, 2026
- Document
- d82749d8k.htm
- Size
- 215 KB