TRUIST FINANCIAL CORP 8-K

What Happened Truist Financial Corporation announced on January 27, 2026 that it issued and sold $1,250,000,000 aggregate principal of its 4.597% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior), due January 27, 2032. The Notes were registered under the Securities Act via the company’s Form S-3 registration statement (File No. 333-276600). The company filed the legal opinion of Mayer Brown LLP regarding the issuance and sale and incorporated that opinion by reference into the registration statement. Concurrently, Truist Bank (the company’s banking subsidiary) issued (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.

Key Details

• Issuer: Truist Financial Corporation; security: 4.597% Fixed-to-Floating Rate Medium-Term Notes, Series I (Senior).
• Aggregate principal: $1,250,000,000; maturity: January 27, 2032.
• Registration: Notes registered under Securities Act via Form S-3 (File No. 333-276600).
• Legal counsel: Mayer Brown LLP opinion filed and incorporated by reference.
• Concurrent bank issuances: Truist Bank sold $1.25B of 4.144% fixed-to-floating senior bank notes (due 2029) and $350M of floating-rate senior bank notes (due 2029).

Why It Matters This filing documents Truist raising long-term wholesale funding, which affects the company’s debt profile and available liquidity. The issuance locks in a fixed coupon initially (4.597%) on $1.25 billion of senior unsecured notes that mature in 2032, and the "fixed-to-floating" structure means the interest rate will transition to a floating rate per the note terms after the initial period. For investors, key takeaways are the size and maturity of the new debt, the fixed coupon level relative to market rates, and the senior unsecured status—factors that can influence Truist’s interest expense, leverage metrics and capital/ funding strategy. The concurrent bank-level issuances show coordinated funding activity across the Truist organization.