Item 8.01 Other Events.
On January 26, 2023, Truist Financial Corporation (the "Company") issued and
sold $1,500,000,000 aggregate principal amount of its 4.873% Fixed-to-Floating
Rate Medium-Term Notes, Series G (Senior), due January 26, 2029 (the "2029
Notes"), and $1,500,000,000 aggregate principal amount of its 5.122%
Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due January 26,
2034 (the "2034 Notes" and together with the 2029 Notes, the "Notes"). The Notes
were registered under the Securities Act of 1933, as amended, pursuant to a
registration statement on Form S-3 (File No. 333-261845) filed by the Company
with the Securities and Exchange Commission (the "Registration Statement"). In
connection with the issuance and sale of the Notes, the following documents are
filed with this Current Report on Form 8-K and shall be incorporated by
reference into the Registration Statement: (i) the legal opinion of Squire
Patton Boggs (US) LLP, as counsel to the Company, regarding the issuance and
sale of the Notes, and (ii) the legal opinion of Ellen M. Fitzsimmons, Senior
Executive Vice President, Chief Legal Officer, Head of Public Affairs, and
Corporate Secretary and Michael J. Shumaker, Senior Vice President and Associate
General Counsel of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
5.1 Opinion of Squire Patton Boggs (US) LLP as to the validity of
the Notes.
5.2 Opinion of Ellen M. Fitzsimmons and Michael J. Shumaker as to
the validity of the Notes.
23.1 Consent of Squire Patton Boggs (US) LLP (included in
Exhibit 5.1).
23.2 Consent of Ellen M. Fitzsimmons and Michael J. Shumaker
(included in Exhibit 5.2).
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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