Terms

Series

Series R Non-Cumulative Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

4.75%

Rate Type

Fixed

Annual Dividend

$1.19

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

September 1, 2025

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Indebtedness And Other Non-Equity Claims; Pari Passu With: Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, Series L Preferred Stock, Series M Preferred Stock, Series N Preferred Stock, Series O Preferred Stock, Series P Preferred Stock, Series Q 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

37,000,000

Prospectus Summary

Truist Financial Corporation (formerly BB&T) is offering 37,000,000 depositary shares, each representing a 1/1,000th interest in a share of its Series R Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $25 per depositary share and a fixed annual dividend rate of 4.75% ($1.1875 per depositary share annually, or ~$0.297 quarterly). The first optional call date is September 1, 2025, at par. Critically, dividends are non-cumulative: if the board does not declare a dividend for any quarter, that payment is permanently lost — investors have no right to recover it in future periods. The Series R Preferred ranks senior to Truist's common stock and pari passu with all outstanding series of existing Truist preferred stock (Series D through Q). As a holding company issuance, it is structurally subordinated to all debt and deposit obligations of Truist's banking subsidiaries — creditors of the bank subsidiaries have priority over preferred holders at the holding company level. Additionally, the issuer holds a regulatory capital call option: if a regulatory change causes the Preferred Stock to lose its Tier 1 capital qualification, Truist may redeem the entire issue within 90 days at par, exposing investors to reinvestment risk precisely when the regulatory environment is uncertain. At the $25 offering price, the Series R Preferred yields 4.75% annually. Dividends are paid quarterly on March 1, June 1, September 1, and December 1 (commencing December 1, 2020), with a record date falling on the 15th calendar day prior to each payment date. As dividends from a domestic 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 mechanism means that if Series R dividends go unpaid for any completed period, Truist is barred from paying dividends on or repurchasing common stock or other junior securities until the deficiency in declared (though not accumulated) dividends is resolved.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Truist has not paid full dividends on the Series R Preferred Stock for the most recently completed dividend period, it is blocked from paying dividends on or repurchasing common stock or any other junior securities.

Div Score Breakdown

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