Truist Financial Corp美股招股说明书(2026-05-13版)

500,000 Depositary Shares Each Representing a 1/25th Interestin a Share of 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock Truist Financial Corporation is offering 500,000 depositary shares, each representing a 1/25th ownership interest in a share of 6.250% Series S Fixed Rate Reset Non-CumulativePerpetual 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 “Preferred Stock”).As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Preferred Stock (including dividend, voting, redemption and liquidation rights). You mustexercise such rights through Computershare Trust Company, N.A. and Computershare Inc., jointly as the depositary for the shares of Preferred Stock. Dividends on the Preferred Stock will be payable only when, as and if declared by our board of directors or a duly authorized committee of the board, out of funds legally available topay dividends, at a rate equal to (i)from the date of original issue to, but excluding, June15, 2031 at a fixed rate per annum of 6.250% on the liquidation preference amount of $25,000 pershare of Preferred Stock (equivalent to $1,000 per depositary share), and (ii)from, and including, June15, 2031, for each reset period, as described herein, at a rate per annum equal to thefive-year U.S. treasury rate as of the most recent reset dividend determination date, as described herein, plus 2.129% on the liquidation preference amount of $25,000 per share of PreferredStock (equivalent to $1,000 per depositary share). Dividends will be payable in arrears on the 15th day of March, June, September and December of each year, commencing on September15,2026. Payment of dividends on the Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement. If our board of directorsor a duly authorized committee of the board has not declared a dividend on the Preferred Stock before the dividend payment date for any dividend period, such dividend shall not becumulative and shall not accrue or be payable for such dividend period, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the PreferredStock, parity stock, junior stock or other preferred stock are declared for any future dividend period. The Preferred Stock may be redeemed at our option in whole at any time or in part, from time to time, on any dividend payment date on or after June15, 2031, at a redemption priceequal to $25,000 per share of Preferred Stock (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, and without accumulation of any undeclared dividends, to,but excluding, the date of redemption. The Preferred Stock may also be redeemed at our option in whole, but not in part, at any time within 90 days following the occurrence of a “regulatorycapital treatment event,” as described herein, at a redemption price equal to $25,000 per share of Preferred Stock (equivalent to $1,000 per depositary share), plus any declared and unpaiddividends, and without accumulation of any undeclared dividends, to, but excluding, the date of redemption. If we redeem the shares of the Preferred Stock, the depositary will redeem aproportionate number of depositary shares. The Preferred Stock will not have any voting rights, except as set forth under“Description of Preferred Stock—Voting Rights” on page S-38. Neither the Preferred Stock nor the depositary shares will be listed or displayed on any securities exchange or interdealer quotation system. The depositary shares are equity securities and will not be savings accounts, deposits or other obligations of any bank or non-bank subsidiary of ours and are not insured by the FederalDeposit Insurance Corporation, or FDIC, or any other government agency. Investing in the depositary shares involves risks. Potential purchasers of the depositary shares should consider the information set forth in the “Risk Factors”sectionbeginning on page S-11 of this prospectus supplement, page 19 of our Annual Report on Form 10-K for the year ended December31, 2025, which is incorporated herein byreference. None of the Securities and Exchange Commission (the “SEC”), any state securities commission, FDIC, or any other regulatory body has approved or disapproved of thesesecurities or determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)The public offering price does not include accumulated dividends, if any, that may be declared. Dividends, if declared for the first dividend period, will accumulate from the date oforiginal issuance, which is expected to be May 15, 2026. The underwriters are offering the depositary shares as set forth under “Underwriting (Conflicts of Interest).” D