| Filed Pursuant to Rule 433 Registration No. 333-261845 January 23, 2023 |
Truist Financial Corporation
Pricing Term Sheet
January 23, 2023
Medium-Term Notes, Series G (Senior)
$1,500,000,000
4.873% Fixed-to-Floating Rate Senior Notes due January 26, 2029
| Issuer | Truist Financial Corporation | |
| Security | 4.873% Fixed-to-Floating Rate Senior Notes due January 26, 2029 | |
| Expected Ratings* | A3/Stable (Moody’s) / A-/Positive (S&P) / A/Stable (Fitch) / AAL/Stable (DBRS) | |
| Currency | USD | |
| Size | $1,500,000,000 | |
| Security Type | SEC Registered Medium-Term Notes, Series G (Senior) | |
| Trade Date | January 23, 2023 | |
| Settlement Date | January 26, 2023 (T+3) | |
| Maturity Date | January 26, 2029 | |
| Fixed Rate Period | The period from, and including, the Settlement Date to, but excluding, January 26, 2028 | |
| Floating Rate Period | The period from, and including, January 26, 2028 to, but excluding, the Maturity Date | |
| Fixed Rate Coupon | 4.873% | |
| Floating Rate Coupon | An annual floating rate equal to the Base Rate plus a spread of 1.435% 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 January 26 and July 26, commencing July 26, 2023; and with respect to the Floating Rate Period, each January 26, April 26, July 26 and October 26, commencing April 26, 2028, 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 January 26, 2028, in whole or in part, at a make-whole redemption price based on the treasury rate plus 20 basis points and (ii) on January 26, 2028, in whole but not in part, or on or after December 26, 2028 (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 | 3.875% US Treasury due December 31, 2027 | |
| Fixed Rate Benchmark Treasury Spot and Yield | 101-04; 3.623% | |
| Fixed Rate Spread to Benchmark Treasury | + 125 basis points | |
| Fixed Rate Yield to Maturity | 4.873% | |
| Price to Public | 100.000% of face amount | |
| Net Proceeds (Before Expenses) to Issuer | $1,497,750,000 (99.850%) | |
| 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 | 89788MAL6 / US89788MAL63 | |
| Joint Book-Running Managers | Truist Securities, Inc. Barclays Capital Inc. Morgan Stanley & Co. LLC | |
| Co-Managers | Loop Capital Markets LLC Siebert Williams Shank & Co., LLC | |
| * | 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 underwriters expect to deliver the securities to purchasers on or about January 26, 2023, which will be the third business day following the date of pricing of the securities (such settlement cycle being herein referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities prior to the second
business day before the delivery of the securities will be required, by virtue of the fact that the securities initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the securities who wish to trade the securities prior to the second business day before the delivery of the securities should consult their own advisor.
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, Barclays Capital Inc at 1-888-603-5847, or Morgan Stanley & Co. LLC at 1-866-718-1649.
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