Truist Financial (NYSE: TFC) completes 500,000 Series S preferred depositary share sale

Q: What securities did Truist Financial (TFC) issue in this filing?

Truist Financial issued 500,000 depositary shares , each representing a 1/25th interest in its 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, with each depositary share effectively tied to a $1,000 liquidation amount.

Q: What is the dividend rate and structure of Truist’s Series S preferred stock?

The Series S preferred carries a 6.250% fixed rate reset, non-cumulative, perpetual dividend. Non-cumulative means missed dividends do not accrue, and perpetual means there is no maturity date, positioning it as long-term capital above common equity.

Q: How are the Truist Series S preferred and depositary shares structured financially?

Each Series S preferred share has a $25,000 liquidation preference, and each depositary share represents a 1/25th interest, equivalent to $1,000 per depositary share. This makes the preferred economically accessible in smaller trading units through the depositary structure.

Q: Under what registration did Truist Financial issue these depositary shares?

The depositary shares were issued under a Form S-3 shelf registration statement (File No. 333-276600) filed under the Securities Act of 1933, allowing Truist to offer these securities efficiently once market and documentation conditions were met.

Q: What key agreements are associated with Truist’s Series S preferred issuance?

Key documents include an Underwriting Agreement , the Articles of Amendment defining Series S terms, a Deposit Agreement with Computershare as depositary, the form of depositary receipt, and a legal validity opinion, all filed as exhibits to support the issuance.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Truist Financial Corporation has issued 500,000 depositary shares, each representing a 1/25th interest in its 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock. Each preferred share has a $25,000 liquidation preference, equivalent to $1,000 per depositary share.

After issuance, if dividends on the Series S preferred are not declared and paid or set aside for the prior period, Truist’s ability to declare or pay dividends on, or repurchase or redeem, its common stock and other junior securities will be restricted. The company filed Articles of Amendment to establish the rights and preferences of the Series S preferred and entered into a deposit agreement to govern the depositary shares.

Insights

Truist adds a new preferred layer to its capital structure.

Truist Financial Corporation has created and issued 500,000 depositary shares tied to its 6.250% Series S non-cumulative perpetual preferred stock. This adds another fixed-rate capital instrument above common equity in the stack, which typically counts toward regulatory capital.

The terms include dividend-stoppage provisions: if Series S dividends are not declared for a period, Truist is restricted from paying common dividends or repurchasing junior equity. This is standard for bank preferreds and helps protect preferred holders, while common equity remains the residual risk layer.

The issuance was completed under an existing shelf registration on Form S-3. The filing also documents the underwriting agreement, Articles of Amendment, deposit agreement and related legal opinions, indicating a routine, fully documented capital markets transaction without additional financial performance information.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Depositary shares issued: 500,000 depositary shares Dividend rate: 6.250% Liquidation preference per preferred share: $25,000 per share +4 more

7 metrics

Depositary shares issued 500,000 depositary shares Each representing 1/25th of a Series S preferred share

Dividend rate 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock

Liquidation preference per preferred share $25,000 per share Series S preferred stock liquidation preference

Economic value per depositary share $1,000 per depositary share Equivalent to 1/25th of $25,000 liquidation preference

Registration form Form S-3 (File No. 333-276600) Shelf registration used for the depositary share offering

Articles of Amendment filing date May 13, 2026 Filed to fix designations and rights of Series S preferred

Offering closing date May 15, 2026 Date Truist closed sale of the depositary shares

Key Terms

Non-Cumulative Perpetual Preferred Stock, Depositary Shares, Fixed Rate Reset, Articles of Amendment, +2 more

6 terms

Non-Cumulative Perpetual Preferred Stock financial

"Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share"

Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.

Depositary Shares financial

"Upon issuance of the 500,000 depositary shares (“Depositary Shares”), each representing a 1/25th interest"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Fixed Rate Reset financial

"6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock"

A fixed rate reset is a feature in some bonds or preferred shares where the interest or dividend rate is periodically recalculated and then fixed for the next term according to a pre-set reference (for example, a market rate) plus a set extra amount. It matters to investors because it changes the security’s future income and interest-rate sensitivity—like a thermostat that is reprogrammed at intervals so your heating cost adjusts in steps to current conditions rather than staying completely fixed or constantly changing.

Articles of Amendment regulatory

"the Company filed Articles of Amendment for the purpose of amending its Articles of Incorporation"

Articles of amendment are official documents a corporation files with the government to record changes to its foundational details, such as its name, share structure, authorized capital, or bylaws. Think of them like updating a company’s recipe or blueprint so everyone knows the new ingredients and rules; investors use them to track structural shifts that can affect ownership, voting power, dilution risk, or a company’s strategic flexibility.

Deposit Agreement financial

"Deposit Agreement, dated as of May 15, 2026, among the Company, as issuer, and Computershare Inc."

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

Registration Statement on Form S-3 regulatory

"registered under the Securities Act of 1933 pursuant to a registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Understanding 8-K Material Events →

05/15/2026 - 04:09 PM

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

May 13, 2026

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)

(844) 487-8478

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 3.03

Material Modification to Rights of Security Holders.

Upon issuance of the 500,000 depositary shares (“Depositary Shares”), each representing a 1/25^th interest in a share of 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share of preferred stock (equivalent to $1,000 per Depositary Share) (the “Series S Preferred Stock”) by Truist Financial Corporation, a North Carolina corporation (the “Company”) on May 15, 2026, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to the Series S Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series S Preferred Stock for the last preceding dividend period. The terms of the Series S Preferred Stock, including such restrictions, are more fully described in the Articles of Amendment (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 13, 2026, the Company filed Articles of Amendment (the “Articles of Amendment”) for the purpose of amending its Articles of Incorporation to fix the designations, preferences, limitations and relative rights of its Series S Preferred Stock. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01

Other Events.

On May 15, 2026, the Company closed the sale of the Depositary Shares, which were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (SEC File No. 333-276600), which was filed on January 19, 2024 (the “Registration Statement”). The following documents are being filed with this report on Form 8-K and shall be incorporated by reference into the Registration Statement: (i) Underwriting Agreement, dated May 12, 2026, between the Company and Truist Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein; (ii) Articles of Amendment of the Company filed May 13, 2026; (iii) Deposit Agreement, dated as of May 15, 2026, among the Company, as issuer, and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein; (iv) form of Depositary Receipt; and (v) validity opinion with respect to the Depositary Shares and the Series S Preferred Stock.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

1.1		Underwriting Agreement, dated May 12, 2026, between the Company and Truist Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.

3.1		Articles of Amendment of the Company with respect to Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock filed May 13, 2026.

4.1		Articles of Amendment of the Company with respect to Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock filed May 13, 2026 (filed as Exhibit 3.1).

4.2		Deposit Agreement, dated as of May 15, 2026, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary.

4.3		Form of Depositary Receipt (included as part of Exhibit 4.2).

5.1		Opinion of Mayer Brown LLP as to the validity of the Depositary Shares and the Series S Preferred Stock.

23.1		Consent of Mayer Brown LLP (included in Exhibit 5.1).

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: May 15, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What securities did Truist Financial (TFC) issue in this filing?

Truist Financial issued 500,000 depositary shares, each representing a 1/25th interest in its 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, with each depositary share effectively tied to a $1,000 liquidation amount.

What is the dividend rate and structure of Truist’s Series S preferred stock?

The Series S preferred carries a 6.250% fixed rate reset, non-cumulative, perpetual dividend. Non-cumulative means missed dividends do not accrue, and perpetual means there is no maturity date, positioning it as long-term capital above common equity.

How do the Series S preferred dividend restrictions affect Truist common stock?

If Truist does not declare and pay, or set aside, dividends on the Series S preferred for the prior period, it faces restrictions on declaring or paying dividends on, or buying back, common stock and other junior shares, providing additional protection to preferred holders.

How are the Truist Series S preferred and depositary shares structured financially?

Each Series S preferred share has a $25,000 liquidation preference, and each depositary share represents a 1/25th interest, equivalent to $1,000 per depositary share. This makes the preferred economically accessible in smaller trading units through the depositary structure.

Under what registration did Truist Financial issue these depositary shares?

The depositary shares were issued under a Form S-3 shelf registration statement (File No. 333-276600) filed under the Securities Act of 1933, allowing Truist to offer these securities efficiently once market and documentation conditions were met.

What key agreements are associated with Truist’s Series S preferred issuance?

Key documents include an Underwriting Agreement, the Articles of Amendment defining Series S terms, a Deposit Agreement with Computershare as depositary, the form of depositary receipt, and a legal validity opinion, all filed as exhibits to support the issuance.

Filing Exhibits & Attachments

8 documents

Truist Financial (NYSE: TFC) completes 500,000 Series S preferred depositary share sale

Rhea-AI Filing Summary

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