Terms

Series

Series O Non-Cumulative Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

5.25%

Rate Type

Fixed

Annual Dividend

$1.31

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

June 1, 2025

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Indebtedness And Other Non-Equity Claims; Pari Passu With: Series D Non-Cumulative Perpetual Preferred Stock, Series E Non-Cumulative Perpetual Preferred Stock, Series F Non-Cumulative Perpetual Preferred Stock, Series G Non-Cumulative Perpetual Preferred Stock, Series H Non-Cumulative Perpetual Preferred Stock, Series I Perpetual Preferred Stock, Series J Perpetual Preferred Stock, Series K Perpetual Preferred Stock, Series L Perpetual Preferred Stock, Series M Perpetual Preferred Stock, Series N Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock; Senior To: Common Stock, Junior Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.001

Shares Offered

20,000,000

Prospectus Summary

Truist Financial Corporation (formerly BB&T) is offering 20 million depositary shares, each representing 1/1,000th of a share of its Series O Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $25 per depositary share and a fixed annual dividend rate of 5.25% (approximately $0.328125 per depositary share per quarter). The preferred stock is non-cumulative, meaning if the board does not declare a dividend for any quarter, that dividend is permanently forfeited — holders have no right to receive unpaid dividends in future periods. The stock is perpetual with no mandatory redemption date, but is callable by Truist beginning June 1, 2025. The Series O Preferred Stock ranks senior to Truist's common stock and pari passu with its eleven existing preferred series (Series D through N). It is junior to all of Truist's debt obligations and other non-equity claims, which is especially relevant because Truist is a holding company — its primary assets are equity interests in its bank subsidiaries, meaning preferred holders depend on upstream dividends from the bank level. A regulatory capital call provision allows Truist to redeem the entire issue (but not in part) within 90 days if a 'regulatory capital treatment event' occurs — meaning regulators no longer count the preferred as Tier 1 capital — at $25 per depositary share plus any declared and unpaid dividends. At par ($25 per depositary share), the Series O Preferred yields 5.25% annually, with quarterly payments on March 1, June 1, September 1, and December 1 (commencing September 1, 2020). Record dates are set 15 calendar days before each payment date. As dividends from a U.S. C-corporation bank holding company, they are expected to qualify for the preferential 15%/20% qualified dividend income (QDI) rate for individual investors and the dividends-received deduction (DRD) for eligible corporate holders. The dividend stopper provision restricts Truist from paying dividends on or repurchasing common stock or other junior securities in any period in which Series O dividends for the most recently completed period have not been paid in full.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Truist has not paid dividends on the Series O Preferred Stock for the most recently completed dividend period, it cannot pay dividends on or repurchase its common stock or other junior securities.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 72 (Strong)