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Truist Financial Corp美股招股说明书(2026-01-23版)

2026-01-23美股招股说明书李***
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Truist Financial Corp美股招股说明书(2026-01-23版)

PRICING SUPPLEMENT No.6, dated January22, 2026(To prospectus, dated January19, 2024, andprospectus supplement, dated January19, 2024) TRUIST FINANCIAL CORPORATIONMedium-Term Notes, Series I (Senior) This pricing supplement supplements the terms and conditions in the prospectus, dated January19, 2024, as supplemented by the prospectus supplement, dated January19, 2024(together, the “prospectus supplement”), and should be read together with the prospectus supplement and the prospectus for additional information about the offering and sale of$1,250,000,000aggregate principal amount of 4.597% Fixed-to-Floating Rate Senior Notes due January27, 2032 (the “Notes”) of Truist Financial Corporation (“Truist” or the “Company”).Terms used but not defined herein shall have the respective meanings set forth in the prospectus supplement. Fixed-to-Floating Rate Senior Notes Key TermsCUSIP / ISIN Nos. 89788MAW2 / US89788MAW29Series I (Senior)Book-Entry$1,250,000,000January22, 2026 SeriesForm of NotePrincipal AmountTrade Date ☒SOFR Note (during the floating rate period)☒Compounded SOFR Note with Observation PeriodShift☐Compounded SOFR Index Note with Observation Period ☐CORRA Note☐EURIBOR Note☐Federal Funds Rate Note☐(effective)☐(open)☐(target)☐Prime Rate NoteShift Convention☐Compounded SONIA Rate Note with ObservationLookback Convention☐Compounded SONIA Index Note with Compounded Fixed Rate PeriodThe period from, and including, the Issue Date to, but excluding, the Reset Date.Floating Rate PeriodThe period from, and including the Reset Date to, but excluding, the Stated Maturity.Fixed Interest RateDuring the fixed rate period, 4.597% per annum payable in arrears for each semi-annual Interest Period. During the floating rate period, the Base Rate as determined on the applicable Interest Determination Date plus the Spread perannum payable in arrears for each quarterly Interest Period. Floating Interest Rate Compounded SOFR with Observation Period Shift determined for each quarterly Interest Period during the floating rate period inaccordance with the specific formula and provisions described under“Description of Notes—Floating Rate Notes—Base Rates—SOFR”in the accompanying prospectus supplement. Base Rate SpreadSpread MultiplierIndex SourceIndex MaturityInterest Periods With respect to the fixed rate period, each semi-annual period from, and including, an Interest Payment Date (or, in the case of thefirst Interest Period during the fixed rate period, the Issue Date) to, but excluding, the next Interest Payment Date (or, in the caseof the final Interest Period during the fixed rate period, the Reset Date). first Interest Period during the floating rate period, the Reset Date) to, but excluding, the next Interest Payment Date (or, in thecase of the final Interest Period during the floating rate period, the Stated Maturity or earlier Redemption Date). With respect to the fixed rate period, January27 and July27 of each year, commencing on July27, 2026 and ending on the ResetDate.With respect to the floating rate period, January27, April27, July27 and October27 of each year, commencing on April27, 2031 With respect to each Interest Period during the floating rate period, the date two U.S. Government Securities Business Dayspreceding the applicable Interest Payment Date or redemption date, as applicable. With respect to each Interest Period during the floating rate period, the period from, and including, the date two U.S. GovernmentSecurities Business Days preceding the first date in such Interest Period to, but excluding, the date two U.S. GovernmentSecurities Business Days preceding the Interest Payment Date for such Interest Period, or redemption date, as applicable. The Company may redeem the Notes at its option, (a)in whole, but not in part, on the Reset Date, or (b)in whole at any time orin part from time to time, on or after December27, 2031 (onemonth prior to the Stated Maturity) and prior to the Stated Maturity,in each case at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaidinterest thereon to, but excluding, the redemption date. See“Description of Notes—Redemption”in the accompanying prospectussupplement. Notice of any redemption will be provided at least 5 but not more than 60 calendar days before the redemption date Calculation AgentOriginal Issue Discount NotesProhibition of Sales to EEA and UK InvestorsAdditional Terms The Notes are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any othergovernmental agency. The Notes are not secured. Investing in the Notes involves risk. Potential purchasers of the Notes should consider the information set forth in the “Risk Factors” section beginning on pageS-4 of theaccompanying prospectus supplement and the discussion of risk factors contained in our annual and quarterly reports filed with the Securitie