TFC · Truist Financial Corporation

Truist Financial Corporation completed the issuance of 500,000 depositary shares on May 15, 2026, each representing a 1/25th interest in shares of its newly designated 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock. This perpetual preferred stock has a $5.00 par value and $25,000 liquidation preference per share, ranking senior to common stock and parity with existing preferred series for dividends and liquidation. Dividends are non-cumulative, payable quarterly starting September 15, 2026, at the fixed 6.250% rate initially, resetting every five years from June 15, 2031 based on the Five-Year U.S. Treasury Rate plus a 2.129% spread. The issuance followed the filing of Articles of Amendment on May 13, 2026, authorizing 20,000 shares, and was sold under a registered S-3 shelf via an underwriting agreement with lead managers Truist Securities, Citigroup Global Markets, Goldman Sachs, and Morgan Stanley. A key investor protection is the restriction on paying dividends or repurchasing junior securities if Series S dividends are skipped. The depositary structure with Computershare facilitates trading of the depositary shares while holding the underlying preferred stock.