UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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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
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| 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