Truist Registers 5.853% Fixed-to-Floating Preferred Securities

TL;DR

**Truist just registered its Series J preferred stock, a standard compliance move.**

AI Summary

Truist Financial Corporation filed an 8-K on January 19, 2024, to register its 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities, which each represent 1/100th interest in a share of Series J Perpetual Preferred Stock. This filing is a routine update to ensure compliance with SEC regulations for these specific preferred securities. For investors, this means Truist is maintaining proper legal and financial transparency regarding its capital structure, which is a positive sign of good corporate governance.

Why It Matters

This filing ensures transparency regarding Truist's preferred stock offerings, which is crucial for investors assessing the company's capital structure and dividend obligations.

Risk Assessment

Risk Level: low — This 8-K is a routine registration filing for preferred securities, indicating compliance rather than a new financial event or significant risk.

Analyst Insight

Investors should note this filing as a routine compliance update, confirming Truist's ongoing management of its preferred stock offerings. It doesn't signal a new investment opportunity or risk, but rather reinforces transparency.

Key Numbers

• 5.853% — Fixed-to-Floating Rate (the dividend rate for the Normal Preferred Purchase Securities)
• 1/100th — Interest per Security (the fractional interest in a share of Series J Perpetual Preferred Stock represented by each purchase security)

Key Players & Entities

• TRUIST FINANCIAL CORP (company) — the registrant filing the 8-K
• 5.853% (dollar_amount) — the fixed-to-floating rate of the preferred securities
• Series J Perpetual Preferred Stock (company) — the type of preferred stock underlying the purchase securities
• January 19, 2024 (date) — the date of the earliest event reported in the filing

Forward-Looking Statements

• Truist will continue to issue preferred stock as part of its capital management strategy. (TRUIST FINANCIAL CORP) — medium confidence, target: 2025-01-19

FAQ

Key Financial Figures

• $5 — ange on which registered Common Stock, $5 par value TFC New York Stock Exchan

Filing Documents

• d16201d8k.htm (8-K) — 36KB
• d16201dex11.htm (EX-1.1) — 285KB
• d16201dex41.htm (EX-4.1) — 39KB
• d16201dex42.htm (EX-4.2) — 39KB
• d16201dex43.htm (EX-4.3) — 78KB
• d16201dex51.htm (EX-5.1) — 22KB
• g16201g0117031907395.jpg (GRAPHIC) — 3KB
• 0001193125-24-011287.txt ( ) — 773KB
• tfc-20240119.xsd (EX-101.SCH) — 5KB
• tfc-20240119_def.xml (EX-101.DEF) — 14KB
• tfc-20240119_lab.xml (EX-101.LAB) — 24KB
• tfc-20240119_pre.xml (EX-101.PRE) — 15KB
• d16201d8k_htm.xml (XML) — 9KB

01

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 r

Financial Statements and Exhibits

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 Specimen Notes: (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

View Full Filing

View this 8-K filing on SEC EDGAR