Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

On May 29, 2020, Truist Financial Corporation, a North Carolina corporation (the "Company"), filed Articles of Amendment for the purpose of amending its Articles of Incorporation to fix the designations, preferences, limitations and relative rights of its 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share and a liquidation preference of $25,000 per share (the "Preferred Stock"). A copy of the Articles of Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On June 1, 2020, the Company closed the sale of 1,000,000 depositary shares (the "Depositary Shares"), with each Depositary Share representing ownership of 1/25th of a share of the Company's Preferred Stock, which Depositary Shares were registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-3 (SEC File No. 333-233483), which was initially filed on August 27, 2019 and subsequently amended by the Pre-Effective Amendment No. 1 filed on September 5, 2019 (as so amended, the "Registration Statement"). The following documents are being filed with this report on Form 8-K and shall be incorporated by reference into the Registration Statement: (i) Underwriting Agreement, dated May 27, 2020, between the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein; (ii) Articles of Amendment of the Company filed May 29, 2020; (iii) Deposit Agreement, dated as of June 1, 2020, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary; (iv) form of Depositary Receipt; and (v) validity opinion with respect to the Depositary Shares and the Preferred Stock.

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits.

 Exhibit
   No.                                  Description of Exhibit

   1.1             Underwriting Agreement, dated May 27, 2020, between the Company
                 and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and SunTrust
                 Robinson Humphrey, Inc., as representatives of the several
                 underwriters named therein.

   4.1             Articles of Amendment of the Company with respect to the 4.950%
                 Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock
                 filed on May 29, 2020.

   4.2             Deposit Agreement, dated June 1, 2020, between the Company and
                 Computershare Inc. and Computershare Trust Company, N.A., jointly as
                 depositary.

   4.3             Form of Depositary Receipt (included as part of Exhibit 4.2).

   5.1             Opinion of Ellen M. Fitzsimmons and A. Michelle Willis as to the
                 validity of the Depositary Shares and the Preferred Stock.

   104           The cover page from this Current Report on Form 8-K, formatted in
                 Inline XBRL

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