8-K

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

July 28, 2022

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 July 28, 2022, Truist Financial Corporation (the “Company”) issued and sold $1,500,000,000 aggregate principal amount of its 4.260% Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due July 28, 2026 (the “2026 Notes”), and $1,000,000,000 aggregate principal amount of its 4.916% Fixed-to-Floating Rate Medium-Term Notes, Series H (Subordinated), due July 28, 2033 (the “2033 Notes” and together with the 2026 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 Fourth Supplemental Indenture, dated as of July 28, 2022, which supplements the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as supplemented by the First Supplemental Indenture, dated as of December 23, 2003, the Second Supplemental Indenture, dated as of September 24, 2004, and the Third Supplemental Indenture, dated as of May 4, 2009, between the Company and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association, a national banking association and successor to the corporate trust business of State Street Bank and Trust Company), (ii) the legal opinion of Squire Patton Boggs (US) LLP, as counsel to the Company, regarding the issuance and sale of the Notes, and (iii) 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
4.1	Fourth Supplemental Indenture, dated as of July 28, 2022, between the Company and U.S. Bank Trust Company, National Association.
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: July 28, 2022

EX-4.1

Exhibit 4.1

FOURTH SUPPLEMENTAL INDENTURE

DATED AS OF JULY 28, 2022

To Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of December 23, 2003, the Second Supplemental Indenture, dated as of September 24, 2004, and the Third Supplemental Indenture, dated as of May 4, 2009

by and between

TRUIST FINANCIAL CORPORATION

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

FOURTH SUPPLEMENTAL INDENTURE

This FOURTH SUPPLEMENTAL INDENTURE, dated as of July 28, 2022, (the “Fourth Supplemental Indenture”), is made and entered into by and between Truist Financial Corporation, a North Carolina corporation formerly known as BB&T Corporation and Southern National Corporation (“TFC”), and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association, a national banking association and successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Trustee”) under the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of December 23, 2003, the Second Supplemental Indenture, dated as of September 24, 2004, and the Third Supplemental Indenture, dated as of May 4, 2009, by and between TFC and the Trustee (the “Indenture”).

Recitals

WHEREAS, TFC and the Trustee are parties to the Indenture which provides, pursuant to Section 2.01 and subject to compliance with other terms of the Indenture, for the issuance of an unlimited amount of Securities;

WHEREAS, TFC desires to issue and sell, from time to time, medium-term notes pursuant to the Indenture (the “Medium-Term Notes”), which Medium-Term Notes shall represent one or more series of Securities under the Indenture (such series being referred to herein as the “Medium-Term Notes Series”);

WHEREAS, TFC desires to make certain modifications to the Indenture in accordance with the terms of the Indenture, among other reasons, in order to facilitate the issuance of the Medium-Term Notes;

WHEREAS, Section 9.01 of the Indenture provides, among other things, that TFC and the Trustee may amend the Indenture without the consent of the holders of any Securities to cure any ambiguity or to correct or supplement any provision contained in the Indenture or in any supplemental indenture that may be defective or inconsistent with any other provision contained in the Indenture or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under the Indenture that shall not adversely affect the interests of the holders of Outstanding Securities of any series or any related coupons;

WHEREAS, TFC desires to change or eliminate certain provisions of the Indenture with respect to all series of Securities, including without limitation the Medium-Term Notes Series, issued on or after the date hereof as further described herein;

WHEREAS, any change to or elimination of any provision of the Indenture pursuant to this Fourth Supplemental Indenture shall not apply to any Security Outstanding prior to the execution of this Fourth Supplemental Indenture, and each Security Outstanding prior to the execution of this Fourth Supplemental Indenture shall continue to be entitled to the benefit of the provisions under the Indenture existing prior to the execution of this Fourth Supplemental Indenture;

WHEREAS, each of TFC’s Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, any Senior Executive Vice President, Executive Vice President and any other person designated by any of them in writing (each, an “Authorized Officer”) is duly authorized, acting singly, to act in the name of and on behalf of TFC with respect to this Fourth Supplemental Indenture;

WHEREAS, an Authorized Officer so acting has determined that the actions and other matters set forth in this Fourth Supplemental Indenture do not adversely affect the interests of the holders of Outstanding Securities, has approved the actions and other matters set forth in this Fourth Supplemental Indenture, and has duly executed and delivered this Fourth Supplemental Indenture; and

WHEREAS, TFC and the Trustee are executing and delivering this Fourth Supplemental Indenture in order to effectuate the foregoing modifications and provisions.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed, for the benefit of each other and for the equal and ratable benefit of all holders of Securities affected or to be affected hereby:

Ratification

This Fourth Supplemental Indenture constitutes an integral part of, is supplemental to, and is entered into in accordance with Sections 2.01 and 9.01 of the Indenture and, except as modified, amended and supplemented by this Fourth Supplemental Indenture, the provisions of the Indenture are ratified and confirmed in all respects and shall remain in full force and effect. The Indenture, as amended by this Fourth Supplemental Indenture, is in all respects acknowledged, ratified and confirmed. All provisions of this Fourth Supplemental Indenture shall be deemed to be incorporated in, and made a part of the Indenture, and the Indenture, as supplemented and amended by this Fourth Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

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Amendments to Indenture

1. Amendments to Section 1.01. Section 1.01 (definitions) of the Indenture is hereby amended by (i) inserting “, or shall have the meaning otherwise specified in the Securities of such series” after the phrase “designated in Section 5.01” at the end of the definition of “Event of Default,” and (ii) deleting “(other than the appointment of a conservator with respect to any Constituent Bank insured by the Federal Deposit Insurance Corporation or any successor agency)” from the definition of “Acceleration Event.”

Except as provided in this Section 1 of the Fourth Supplemental Indenture, all other definitions set forth in Section 1.01 of the Indenture shall remain in full force and effect and are not affected by this Fourth Supplemental Indenture.

2. Amendments to Section 5.01. The first paragraph of Section 5.01 of the Indenture is hereby amended by:

(i) inserting “or any other event provided with respect to such series of Securities” after the phrase “each of the following events”;

(ii) inserting “and continuance of such default for a period of 30 days” after the phrase “by declaration or otherwise,” in clause (b); and

(iii) deleting existing clauses (g) and (h) in their entirety and replacing them with the following:

“(g) a court or governmental authority having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for all or substantially all of its property, or ordering the winding up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(h) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company or for all or substantially all of its property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or shall take any corporate action in furtherance of any of the foregoing.”

3. Amendments to Section 5.02(a). Section 5.02(a) of the Indenture is hereby amended by inserting “and such default shall have continued for a period of 30 days,” after the phrase “by declaration or otherwise,”.

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4. Amendments to Section 10.01. The first paragraph of Section 10.01 of the Indenture is hereby amended by deleting the words up to and including the colon in their entirety and replacing them with the following: “The Company shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, other than a sale or conveyance or transfer of all or substantially all of its assets to one or more Subsidiaries, unless:”.

General

1. Definitions. All capitalized terms used in this Fourth Supplemental Indenture that are defined in the Indenture have the respective meanings assigned to them therein, except to the extent such terms are otherwise defined in this Fourth Supplemental Indenture or the context clearly requires otherwise.

2. Trustee Makes No Representations. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture. The recitals and statements herein are deemed to be those of TFC and not of the Trustee.

3. Effectiveness. This Fourth Supplemental Indenture is effective as of July 28, 2022.

4. Provisions Binding on Successors. All the covenants, stipulations, promises and agreements contained in this Fourth Supplemental Indenture by TFC shall bind its successors and assigns whether so expressed or not.

5. GOVERNING LAW. THIS FOURTH SUPPLEMENTAL INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6. Trust Indenture Act to Control. If and to the extent that any provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with another provision hereof or with the Indenture which is required to be included in this Fourth Supplemental Indenture or in the Indenture by the Trust Indenture Act of 1939, as amended, such required provision shall control.

7. Effect of Headings. The titles and headings of the articles and sections of this Fourth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions of this Fourth Supplemental Indenture.

8. Execution in Counterparts. This Fourth Supplemental Indenture may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Fourth Supplemental Indenture or in any other certificate, agreement or document related to this Fourth Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures

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(including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

[Signatures appear on following page]

5

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.

			TRUIST FINANCIAL CORPORATION
		By:	/s/ Fadie Itayem
		Name: Fadie Itayem
		Title: Executive Vice President and Treasurer
Attest:
By:	/s/ Ellen M. Fitzsimmons
Name: Ellen M. Fitzsimmons
Title: Senior Executive Vice President, Chief Legal Officer and Head of Public Affairs, and Corporate Secretary
		U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
		By:	/s/ Michelle Lee
		Name: Michelle Lee
		Title: Vice President
Attest:
By:	/s/ K. Wendy Kumar
Name: K. Wendy Kumar
Title: Vice President

[Signature Page to Fourth Supplemental Indenture]

EX-5.1

Exhibit 5.1

July 28, 2022

Truist Financial Corporation    

214 N. Tryon Street

Charlotte, North Carolina 28202

Re: $1,500,000,000 4.260% Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due July 28, 2026 (the “Senior Notes”) and $1,000,000,000 4.916% Fixed-to-Floating Rate Medium-Term Notes, Series H (Subordinated), due July 28, 2033 (the “Subordinated Notes” and together with the Senior Notes, the “Notes”)

Ladies and Gentlemen:

We have acted as counsel to Truist Financial Corporation, a North Carolina corporation (the “Corporation”), in connection with a Registration Statement on Form S-3 (File No. 333-261845) filed on December 22, 2021 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the issuance and sale of the above-referenced Notes pursuant to a Syndicated Underwriting Agreement, dated July 25, 2022 (the “Syndicated Underwriting Agreement”), between the Corporation, on the one hand, and Truist Securities, Inc., BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, on the other hand, which Syndicated Underwriting Agreement is delivered pursuant to the Distribution Agreement, dated as of June 30, 2017 (the “Distribution Agreement”), between the Corporation and the agents listed on Schedule A thereto. The Senior Notes are being issued under that certain Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of May 4, 2009, and the Second Supplemental Indenture, dated as of June 6, 2022 (as so amended, the “Senior Indenture”), between the Corporation and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association, a national banking association and successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Trustee”), copies of which are incorporated by reference to Exhibit 4.1 of the Corporation’s Quarterly Report on Form 10-Q, filed with the Commission on August 14, 1996, Exhibit 4.2 of the Corporation’s Current Report on Form 8-K, filed with the Commission on May 4, 2009, and Exhibit 4.1 of the Corporation’s Current Report on Form 8-K, filed with the Commission on June 6, 2022, respectively. The Subordinated Notes are issuable under that certain Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of December 23, 2003, the Second Supplemental Indenture, dated as of September 24, 2004, the Third Supplemental Indenture, dated as of May 4, 2009, and the Fourth Supplemental Indenture, dated as of July 28, 2022 (as so amended, the “Subordinated Indenture” and together with the Senior Indenture, the “Indentures”), between the Corporation and the Trustee, copies of which are incorporated by reference to Exhibit 4.2 of the Corporation’s Quarterly Report on Form 10-Q, filed with the Commission on August

Truist Financial Corporation

214 N. Tryon Street

Charlotte, North Carolina 28202

July 28, 2022

Page 2

14, 1996, Exhibit 4.5 of the Corporation’s Annual Report on Form 10-K, filed with the Commission on February 27, 2009, Exhibit 4.7 of the Corporation’s Annual Report on Form 10-K, filed with the Commission on February 26, 2010, Exhibit 4.6 of the Corporation’s Current Report on Form 8-K, filed with the Commission on May 4, 2009, and Exhibit 4.1 of the Corporation’s Current Report on Form 8-K, filed with the Commission on July 28, 2022, respectively.

We have examined the Registration Statement, the Syndicated Underwriting Agreement, the Distribution Agreement, the Indentures and duplicates of the global notes representing the Notes. We are familiar with the corporate proceedings of the Corporation to date with respect to the issuance and sale of the Notes, and we have examined such corporate records of the Corporation and such other documents and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, we have assumed, without any independent investigation, that (i) all documents that have been submitted to us as originals are authentic, and that all documents that have been submitted to us as copies conform to authentic, original documents; and (ii) all persons executing agreements, instruments or documents examined or relied upon by us had the capacity to sign such agreements, instruments or documents, and all such signatures are genuine.

We have assumed that each of the documents has been duly authorized, executed and delivered by each of the parties thereto other than the Corporation and constitutes valid and legally binding obligations of such parties enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium or other laws relating to or affecting creditors’ rights generally and general principles of equity, constitutional rights and public policy, regardless of whether enforceability is considered in a proceeding at law or in equity. We have also assumed that that (i) the Corporation is validly existing as a corporation in good standing under the laws of the State of North Carolina, (ii) the Corporation has the corporate power and authority to execute, deliver and perform the Notes, and (iii) the Notes have been duly and validly authorized by the Corporation.

Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Notes have been duly and validly authorized by the Corporation and constitute valid and legally binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms.

The opinion set forth above regarding the enforceability of the Notes is subject to (i) bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing.

Truist Financial Corporation

214 N. Tryon Street

Charlotte, North Carolina 28202

July 28, 2022

Page 3

This opinion is given on the basis of the law and the facts existing as of the date hereof. We assume no obligation to advise you of changes in matters of fact or law which may thereafter occur. Our opinion is based on statutory laws and judicial decisions that are in effect on the date hereof, and we do not opine with respect to any law, regulation, rule or governmental policy which may be enacted or adopted after the date hereof.

We are licensed to practice law in the State of New York and, accordingly, we do not express any opinion concerning any law other than the laws of the State of New York and applicable federal laws of the United States of America. We do not express any opinion on any issue not expressly addressed above.    

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Corporation filed with the Commission on July 28, 2022 and thereby incorporated by reference into the Registration Statement, and to the reference to our firm contained therein.

Respectfully submitted,

/s/ Squire Patton Boggs (US) LLP

EX-5.2

Exhibit 5.2

July 28, 2022

Truist Financial Corporation

214 N. Tryon Street

Charlotte, North Carolina 28202                

Re: $1,500,000,000 4.260% Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due July 28, 2026 (the “Senior Notes”) and $1,000,000,000 4.916% Fixed-to-Floating Rate Medium-Term Notes, Series H (Subordinated), due July 28, 2033 (the “Subordinated Notes” and together with the Senior Notes, the “Notes”)

Ladies and Gentlemen:    

We are the Senior Executive Vice President, Chief Legal Officer, Head of Public Affairs, and Corporate Secretary and the Senior Vice President and Associate General Counsel, respectively, of Truist Financial Corporation, a North Carolina corporation (the “Company”). Our opinion has been requested in connection with the issuance and sale of the above-referenced Notes pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-261845) filed on December 22, 2021 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), a final prospectus supplement (including base prospectus), dated March 11, 2022, as further supplemented by, a final Pricing Supplement No. 2, dated July 25, 2022, and a final Pricing Supplement No. 3, dated July 25, 2022 (collectively, the “Prospectuses”), the Syndicated Underwriting Agreement, dated July 25, 2022 (the “Syndicated Underwriting Agreement”), between the Company, on one hand, and Truist Securities, Inc., BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters, on the other hand, which Syndicated Underwriting Agreement is delivered pursuant to the Distribution Agreement, dated as of June 30, 2017 (the “Distribution Agreement”), between the Company and the agents listed on Schedule A thereto.

The Senior Notes are being issued under that certain Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of May 4, 2009, and the Second Supplemental Indenture, dated as of June 6, 2022 (as so amended, the “Senior Indenture”), between the Company and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association, a national banking association and successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Trustee”), copies of which are incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 14, 1996, Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the Commission on May 4, 2009, and Exhibit 4.1 of the Corporation’s Current Report on Form 8-K, filed with the

Truist Financial Corporation

July 28, 2022

Page 2 of 4

Commission on June 6, 2022, respectively. The Subordinated Notes are issuable under that certain Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of December 23, 2003, the Second Supplemental Indenture, dated as of September 24, 2004, the Third Supplement Indenture, dated as of May 4, 2009, and the Fourth Supplemental Indenture, dated as of July 28, 2022 (as so amended, the “Subordinated Indenture” and together with the Senior Indenture, the “Indentures”), between the Company and the Trustee, copies of which are incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 14, 1996, Exhibit 4.5 of the Company’s Annual Report on Form 10-K, filed with the Commission on February 27, 2009, Exhibit 4.7 of the Company’s Annual Report on Form 10-K, filed with the Commission on February 26, 2010, Exhibit 4.6 of the Company’s Current Report on Form 8-K, filed with the Commission on May 4, 2009, and Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the Commission on July 28, 2022, respectively.

We, or others who report to either of us, have examined (i) the Articles of Incorporation of the Company, as may have been, from time to time, amended and restated, and the Bylaws of the Company, as amended and restated; (ii) the Registration Statement and the Prospectuses; (iii) the Syndicated Underwriting Agreement; (iv) the Distribution Agreement; (v) the Indentures; and (vi) duplicates of the global notes representing the Notes.

We are familiar with the corporate proceedings of the Company to date with respect to the issuance and sale of the Notes, and we have examined such corporate records of the Company and such other documents and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, we have assumed, without any independent investigation, that (i) all documents that have been submitted to us as originals are authentic, and that all documents that have been submitted to us as copies conform to authentic, original documents; and (ii) all persons executing agreements, instruments or documents examined or relied upon by us had the capacity to sign such agreements, instruments or documents, and all such signatures are genuine. We have also relied upon certificates of public officials and officers of the Company with respect to the accuracy of the factual matters contained in such certificates.

We have assumed that each of the documents has been duly authorized, executed and delivered by each of the parties thereto other than the Company and that each of the documents constitutes valid and legally binding obligations of such parties enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium or other laws relating to or affecting creditors’ rights generally and general principles of equity, constitutional rights and public policy, regardless of whether enforceability is considered in a proceeding at law or in equity.

Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that (i) the Company is validly existing as a corporation under the laws of the State of North Carolina; (ii) the Company has the corporate power and authority to execute, deliver and perform the Notes; and (iii) the Notes have been duly and validly authorized by the Company.

Truist Financial Corporation

July 28, 2022

Page 3 of 4

The Chief Legal Officer of the Company is a member of the Bar of the Commonwealth of Virginia, and the Associate General Counsel of the Company is a member of the Bar of the State of North Carolina. We express no opinion in this letter other than as to the federal law of the United States of America and the laws of the State of North Carolina, each as in effect on the date hereof. For purposes of the opinions expressed above, all matters of North Carolina law have been passed upon solely by the Associate General Counsel of the Company, and all matters as to the federal law of the United States of America have been passed upon solely by the Chief Legal Officer of the Company in reliance upon the matters of North Carolina law passed upon by the Associate General Counsel of the Company. This opinion is limited to the laws of the State of North Carolina, excluding local laws of the State of North Carolina (i.e., the statutes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions of, or authorities or quasi-governmental bodies constituted under the laws of, the State of North Carolina and judicial decisions to the extent they deal with any of the foregoing) and the laws of the United States of America that are, in each of our experience, normally applicable to the transactions of the type provided for in the Registration Statement, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. Notwithstanding the foregoing, we are not rendering any opinion with respect to North Carolina state securities or blue sky laws. To the extent any of the opinions above implicate the laws of the State of New York, we have relied on Squire Patton Boggs (US) LLP, special counsel to the Company, for such opinions concerning matters of New York law.

This opinion is delivered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company filed with the Commission on July 28, 2022, and thereby incorporated by reference into the Registration Statement, and to the use of our names in the Prospectuses under the caption “Legal Matters.” In giving this consent, we do not admit that either of us is within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

[Remainder of page intentionally left blank]

Very truly yours,

/s/ Ellen M. Fitzsimmons

Ellen M. Fitzsimmons

Senior Executive Vice President, Chief Legal Officer, Head of Public Affairs, and Corporate Secretary

/s/ Michael J. Shumaker

Michael J. Shumaker

Senior Vice President and Associate General Counsel

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Document and Entity Information	Jul. 28, 2022
Document And Entity Information [Line Items]
Entity Registrant Name	TRUIST FINANCIAL CORP
Amendment Flag	false
Entity Central Index Key	0000092230
Document Type	8-K
Document Period End Date	Jul. 28, 2022
Entity File Number	1-10853
Entity Incorporation State Country Code	NC
Entity Tax Identification Number	56-0939887
Entity Address, Address Line One	214 North Tryon Street
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28202
City Area Code	(336)
Local Phone Number	733-2000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $5 par value
Trading Symbol	TFC
Security Exchange Name	NYSE
Series I Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock
Trading Symbol	TFC.PI
Security Exchange Name	NYSE
Series J Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock
Trading Symbol	TFC.PJ
Security Exchange Name	NYSE
Series O Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary shares, each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock
Trading Symbol	TFC.PO
Security Exchange Name	NYSE
Series R Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock
Trading Symbol	TFC.PR
Security Exchange Name	NYSE