Filed Pursuant to Rule 433

Registration No. 333-261845

October 26, 2022

 

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Truist Financial Corporation

Pricing Term Sheet

October 26, 2022

Medium-Term Notes, Series G (Senior)

$750,000,000

5.900% Fixed-to-Floating Rate Senior Notes due October 28, 2026

 

Issuer    Truist Financial Corporation
Security    5.900% Fixed-to-Floating Rate Senior Notes due October 28, 2026
Expected Ratings*    A3/Stable (Moody’s) / A-/Positive (S&P) / A/Stable (Fitch) / AAL/Stable (DBRS)
Currency    USD
Size    $750,000,000
Security Type    SEC Registered Medium-Term Notes, Series G (Senior)
Trade Date    October 26, 2022
Settlement Date    October 28, 2022 (T+2)
Maturity Date    October 28, 2026
Fixed Rate Period    The period from, and including, the Settlement Date to, but excluding, October 28, 2025
Floating Rate Period    The period from, and including, October 28, 2025 to, but excluding, the Maturity Date
Fixed Rate Coupon    5.900%
Floating Rate Coupon    An annual floating rate equal to the Base Rate plus a spread of 1.626% per annum, payable quarterly in arrears during the Floating Rate Period
Base Rate    During the Floating Rate Period, SOFR (compounded daily over a quarterly Interest Period in accordance with the specific formula described in the Preliminary Pricing Supplement).
Floating Rate Reset Frequency    Quarterly during the Floating Rate Period
Payment Frequency    During the Fixed Rate Period, semiannually; during the Floating Rate Period, quarterly
Interest Payment Dates    With respect to the Fixed Rate Period, each April 28 and October 28, commencing April 28, 2023; and with respect to the Floating Rate Period, each January 28, April 28, July 28 and October 28, commencing January 28, 2026, as further described in the Preliminary Pricing Supplement.

Interest Determination Dates    For the Floating Rate Period, the date two U.S. Government Securities Business Days before each Interest Payment Date
Interest Reset Dates    For the Floating Rate Period, each interest payment date.
Day Count Convention    During the Fixed Rate Period, 30/360; during the Floating Rate Period, Actual/360
Redemption Provisions    Redeemable (i) at any time after 180 days following the issue date and before October 28, 2025, in whole or in part, at a make-whole redemption price based on the treasury rate plus 25 basis points and (ii) on October 28, 2025, in whole but not in part, or on or after September 28, 2026 (one month prior to the Maturity Date), in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, in each case, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. We will provide 10 to 60 calendar days’ notice of redemption to the registered holder of the Notes.
Fixed Rate Benchmark Treasury    4.250% US Treasury due October 15, 2025
Fixed Rate Benchmark Treasury Spot and Yield    99-183⁄4; 4.400%
Fixed Rate Spread to Benchmark Treasury    + 150 basis points
Fixed Rate Yield to Maturity    5.900%
Price to Public    100.000% of face amount
Net Proceeds (Before Expenses) to Issuer    $749,325,000 (99.910%)
Use of Proceeds    The issuer intends to use the net proceeds from this offering for general corporate purposes, which may include the acquisition of other companies, repurchasing outstanding shares of the issuer’s common stock, repayment of maturing obligations and refinancing of outstanding indebtedness and extending credit to, or funding investments in, the issuer’s subsidiaries
Denominations    $2,000 x $1,000
CUSIP / ISIN    89788MAJ1 / US89788MAJ18
Joint Book-Running Managers   

Truist Securities, Inc.

Citigroup Global Markets Inc.

RBC Capital Markets, LLC

Co-Managers   

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

 

*

Note: A securities rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating may be subject to revision or withdrawal at any time by the assigning rating organization.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Truist Securities, Inc. at 1-800-685-4786 or by emailing TSIdocs@Truist.com, Citigroup Global Markets Inc. at 1-800-831-9146 or RBC Capital Markets, LLC at 1-866-375-6829.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

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