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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
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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:
| 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) |
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| 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:
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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
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 19, 2023, Truist Financial Corporation (the “Company”) established a medium-term note program pursuant to which the Company may issue from time to time its Medium-Term Notes, Series I (Senior) (the “Series I Notes”), and Medium-Term Notes, Series J (Subordinated) (the “Series J Notes” and, together with the Series I Notes, the “Notes”).
The Series I Notes will be issued under that certain Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of May 4, 2009, and by a Second Supplemental Indenture, dated as of June 6, 2022, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor to the corporate trust business of State Street Bank and Trust Company), as trustee, as supplemented by an Officers’ Certificate and Company Order, dated as of January 19, 2024, with respect to, among other things, the establishment of the form and certain terms of the Series I Notes.
The Series J Notes will be issued under that certain Indenture Regarding Subordinated Securities, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of December 23, 2003, by a Second Supplemental Indenture, dated as of September 24, 2004, by a Third Supplemental Indenture, dated as of May 4, 2009 and by a Fourth Supplemental Indenture, dated as of July 28, 2022, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor to the corporate trust business of State Street Bank and Trust Company), as trustee, as supplemented by an Officers’ Certificate and Company Order, dated as of January 19, 2024, with respect to, among other things, the establishment of the form and certain terms of the Series J Notes.
The offering of the Notes has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-276600).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 1.1 | Distribution Agreement, dated as of January 19, 2024, between the Company and Truist Securities, Inc. and the other Agents listed on Annex A thereto. | |
| 4.1 | Officers’ Certificate and Company Order, dated as of January 19, 2024, establishing the form and certain terms of the Medium-Term Notes, Series I (Senior) (excluding exhibits thereto). | |
| 4.2 | Officers’ Certificate and Company Order, dated as of January 19, 2024, establishing the form and certain terms of the Medium-Term Notes, Series J (Subordinated) (excluding exhibits thereto). | |
| 4.3 |
(a) Form of Master Global Note, Series I (Senior).
(b) Form of Master Global Note, Series J (Subordinated). | |
| 5.1 | Opinion of Mayer Brown LLP. | |
| 23.1 | Consent of Mayer Brown LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRUIST FINANCIAL CORPORATION | ||
| By: | /s/ Cynthia B. Powell | |
| Name: | Cynthia B. Powell | |
| Title: | Executive Vice President and Corporate Controller (Principal Accounting Officer) | |
Date: January 19, 2024