Form 8-K

8-K — TRUIST FINANCIAL CORP

Accession: 0001193125-26-226701

Filed: 2026-05-15

Period: 2026-05-13

CIK: 0000092230

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d121447d8k.htm (Primary)

EX-1.1 (d121447dex11.htm)

EX-3.1 (d121447dex31.htm)

EX-4.2 (d121447dex42.htm)

EX-5.1 (d121447dex51.htm)

GRAPHIC (g121447g0514134052266.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d121447d8k.htm · Sequence: 1

8-K

TRUIST FINANCIAL CORP false 0000092230 --12-31 0000092230 2026-05-13 2026-05-13 0000092230 us-gaap:CommonStockMember 2026-05-13 2026-05-13 0000092230 tfc:SeriesIPreferredStockMember 2026-05-13 2026-05-13 0000092230 tfc:SeriesJPreferredStockMember 2026-05-13 2026-05-13 0000092230 tfc:SeriesOPreferredStockMember 2026-05-13 2026-05-13 0000092230 tfc:SeriesRPreferredStockMember 2026-05-13 2026-05-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 13, 2026

Date of Report (Date of earliest event reported)

Truist Financial Corporation

(Exact name of registrant as specified in its charter)

Commission file number: 1-10853

North Carolina

56-0939887

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)

214 North Tryon Street

Charlotte, North Carolina

28202

(Address of principal executive offices)

(Zip Code)

(844) 487-8478

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $5 par value

TFC

New York Stock Exchange

Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock

TFC.PI

New York Stock Exchange

5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock

TFC.PJ

New York Stock Exchange

Depositary Shares, each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock

TFC.PO

New York Stock Exchange

Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock

TFC.PR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03

Material Modification to Rights of Security Holders.

Upon issuance of the 500,000 depositary shares (“Depositary Shares”), each representing a 1/25th interest in a share of 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual 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 “Series S Preferred Stock”) by Truist Financial Corporation, a North Carolina corporation (the “Company”) on May 15, 2026, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to the Series S Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series S Preferred Stock for the last preceding dividend period. The terms of the Series S Preferred Stock, including such restrictions, are more fully described in the Articles of Amendment (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03

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

On May 13, 2026, the Company filed Articles of Amendment (the “Articles of Amendment”) for the purpose of amending its Articles of Incorporation to fix the designations, preferences, limitations and relative rights of its Series S Preferred Stock. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01

Other Events.

On May 15, 2026, the Company closed the sale of the Depositary Shares, which 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. 333-276600), which was filed on January 19, 2024 (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 12, 2026, between the Company and Truist Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein; (ii) Articles of Amendment of the Company filed May 13, 2026; (iii) Deposit Agreement, dated as of May 15, 2026, among the Company, as issuer, and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein; (iv) form of Depositary Receipt; and (v) validity opinion with respect to the Depositary Shares and the Series S Preferred Stock.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description of Exhibit

1.1

Underwriting Agreement, dated May 12, 2026, between the Company and Truist Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.

3.1

Articles of Amendment of the Company with respect to Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock filed May 13, 2026.

4.1

Articles of Amendment of the Company with respect to Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock filed May 13, 2026 (filed as Exhibit 3.1).

4.2

Deposit Agreement, dated as of May 15, 2026, 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 Mayer Brown LLP as to the validity of the Depositary Shares and the Series S Preferred Stock.

23.1

Consent of Mayer Brown LLP (included in Exhibit 5.1).

104

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUIST FINANCIAL CORPORATION

(Registrant)

By:

/s/ Cynthia B. Powell

Name:

Cynthia B. Powell

Title:

Executive Vice President and Corporate Controller (Principal Accounting Officer)

Date: May 15, 2026

EX-1.1

Filename: d121447dex11.htm · Sequence: 2

EX-1.1

Exhibit 1.1

CERTAIN EXHIBITS AND SCHEDULES DESIGNATED BY [***] HAVE BEEN OMITTED PURSUANT TO REGULATION S-K ITEM

601(A)(5).

500,000 Depositary Shares

Truist Financial Corporation

Each Representing a 1/25th Interest

in a Share of 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock

Underwriting Agreement

May 12, 2026

Truist Securities, Inc.

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

As Representatives of

the several

Underwriters named in Schedule II hereto

Ladies and Gentlemen:

Truist Financial

Corporation, a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the

“Underwriters”) an aggregate of 500,000 Depositary Shares (the “Shares”), each representing 1/25th ownership interest in a share of the Company’s 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”). Truist Securities, Inc., Citigroup Global Markets

Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are collectively referred to herein as the “Representatives.” The Preferred Stock, when issued, will be deposited against delivery of depositary receipts

(the “Depositary Receipts”), which will evidence the Shares that are to be issued by Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Depositary”) under a deposit agreement, to be dated as

of May 15, 2026 (the “Deposit Agreement”), between the Company and the Depositary. For purposes of this Agreement, “Depositary Shares” means the depositary shares, each representing 1/25th ownership

interest in a share of the Preferred Stock.

1. Representations and Warranties of the Company. The Company (on behalf of itself and

each of its subsidiaries) represents and warrants to, and agrees with, each of the Underwriters that:

(a) An “automatic shelf

registration statement” (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) on Form S-3 (File

No. 333-276600) in respect of the Shares (i) has been prepared by the Company in conformity with the requirements of the Securities Act, and the rules and regulations (the “Securities Act

Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) has been filed with the Commission under the Securities Act not earlier than the date that is three years prior to the date

hereof and (iii) upon its filing with the Commission, automatically became and is effective under the Securities Act; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no

proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the

Securities Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter

called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with the Commission pursuant to

Rule 424(b) under the Securities Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but

excluding Form T-1 and including any prospectus supplement relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended

at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as

defined in Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”; the Pricing Prospectus, as supplemented by the term sheet in a form approved by the Representatives and specified in Annex I hereto (the

“Term Sheet”), prepared and filed pursuant to Section 5(a) hereof, and each Issuer Free Writing Prospectus, taken together are hereinafter collectively called the “Disclosure Package”; the form

of the final prospectus relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to

the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form

S-3 under the Securities Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to

and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act and any documents filed under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the

Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by

reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus.”

(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the

Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and did not contain an untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,

that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Representatives expressly for use therein.

this Agreement. The Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule I(b) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the

Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made

in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Representatives expressly for use therein.

(d) The documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, when they became

effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder (including

but not limited to those relating to eXtensible Business Reporting Language), and none of such documents, when read together with the other information in the Disclosure Package, contained an untrue statement of a material fact or omitted to state a

material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such

documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the

Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not

misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Representatives

expressly for use therein; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except

as set forth on Schedule I(c) hereto.

(e) The Registration Statement conforms, and the Prospectus and any further amendments or

supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and do not and will not, as of the applicable

effective date as to each part of the Registration Statement and as of the applicable filing date and as of the Time of Delivery (as defined below) as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a

material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions

made in reliance upon and in conformity with information furnished in writing to the Company by the Representatives expressly for use therein.

(f) The Company (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of

North Carolina, (ii) is duly registered as a bank holding company and has duly elected to be a financial holding company under the Bank Holding Company Act of 1956, as amended, and (iii) has corporate power and authority to own, lease and

operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each

jurisdiction in which its ownership or lease of properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in any

material adverse change, whether or not arising in the ordinary course of business, in the condition, financial or otherwise, or in the earnings, income, affairs or business prospects of the Company and its subsidiaries considered as one enterprise

(a “Material Adverse Effect”). All of the Company’s consolidated material subsidiaries are listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended

December 31, 2025.

(g) Truist Bank, the Company’s principal banking subsidiary (the “Principal Banking

Subsidiary”), has been duly incorporated and is validly existing as a state-chartered commercial bank in good standing under the laws of the State of North Carolina and has corporate power and authority to own, lease and operate its

properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus; all of the issued and outstanding capital stock of the Principal Banking Subsidiary has been duly authorized and validly

issued and is fully paid and non-assessable; and 100% of the capital stock of the Principal Banking Subsidiary is owned by the Company, directly or through subsidiaries, free and clear of any mortgage, pledge,

lien, encumbrance, claim or equity. The Principal Banking Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of properties or the conduct of its

business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Effect.

(h) The Company has an authorized capitalization as set forth in the Disclosure Package and all outstanding shares of capital stock (including

the Preferred Stock) have been duly authorized and validly issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights. Other

than as set forth in the Disclosure Package or the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire from the Company, or

instruments convertible or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company or any

of its subsidiaries is a party relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options, except as may have been granted by the

Company pursuant to employee awards and employee benefit plans in the ordinary course of business and consistent with past practice. The capital stock of the Company (including the Preferred Stock) conforms to the descriptions thereof contained in

the Disclosure Package and the Prospectus.

(i) The Deposit Agreement has been duly authorized and, prior to the Time of Delivery (as

defined below), will have been validly executed and delivered by the Company and will constitute a legal, valid and binding agreement of the Company, enforceable in accordance with its terms, subject to (A) applicable bankruptcy, insolvency,

reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect, and (B) general principles of equity, regardless of whether considered in a proceeding in equity or

at law and an implied covenant of good faith and fair dealing; and the Shares are entitled to the benefits of the Deposit Agreement; and such Deposit Agreement will conform to the description thereof in the Disclosure Package and the Prospectus.

(j) The Preferred Stock to be issued by the Company underlying the Shares to be sold by the Company to the Underwriters hereunder and the

Shares have been duly and validly authorized and, when the Preferred Stock is issued and delivered against payment therefor as provided herein, it will be duly and validly issued and fully paid and

non-assessable; all corporate action required to be taken for the authorization and issue of the Preferred Stock underlying the Shares and sale of the Shares has been validly and sufficiently taken, and upon

deposit of the Preferred Stock underlying the Shares with the Depositary pursuant to the Deposit Agreement and the due execution by the Depositary of the Deposit Agreement and the Depositary Receipts, in accordance with the Deposit Agreement, the

Shares will represent legal and valid interests in the Preferred Stock and will entitle the holder thereof to the benefits provided therein and in the Deposit Agreement; and the Preferred Stock and Shares will conform to the descriptions of the

Preferred Stock and Shares, respectively, contained in the Disclosure Package and the Prospectus.

(k) The Company has all corporate power

and authority necessary to execute and deliver this Agreement and the Deposit Agreement, and to perform its obligations under this Agreement and under the Deposit Agreement; the execution, delivery and performance of this Agreement and the Deposit

Agreement by the Company, the compliance with the provisions hereof and under the Deposit Agreement by the Company and the consummation of the transactions contemplated herein and under the Deposit Agreement have been duly authorized by all

necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries

pursuant to any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument (or similar documents) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound

or to which any of the property or assets of the Company or any of its subsidiaries is subject, except where such breach or default would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the

charter or by-laws (or similar document) of the Company or any of its subsidiaries or any law, administrative regulation or administrative or court order or decree; and no consent, approval, authorization,

license or order of or filing or registration with, any court or governmental authority or agency or body is required for the consummation by the Company of the transactions contemplated herein or in the Deposit Agreement, except such as may be

required under the Securities Act or the rules and regulations of the Commission thereunder, all of which have been obtained, or such as may be required under state securities or “blue sky” laws in connection with the purchase and

distribution of the Shares by the Underwriters.

(l) This Agreement has been duly authorized, executed and delivered by the

Company.

(m) The Articles of Amendment for the Preferred Stock have been duly authorized and executed by the Company. The form of

certificate representing the Preferred Stock complies with the requirements of North Carolina state law, the Company’s articles of incorporation and its by-laws.

(n) Neither the Company nor any of its subsidiaries is (i) in violation of its organizational documents or (ii) in default in the

performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument (or similar documents) to which it is a party

or by which it or any of them or their properties or assets may be bound, except, in the case of clause (ii) only, for such violations or defaults that would not result in a Material Adverse Effect.

(o) The Company and its subsidiaries own or possess or have obtained all material governmental licenses, permits, consents, orders, approvals

and other authorizations necessary to lease or own, as the case may be, and to operate their respective properties and to carry on their respective businesses as presently conducted, except where the failure to own, possess or maintain such

governmental licenses, permits, consents, orders, approvals and other authorizations would not, individually or in the aggregate, result in a Material Adverse Effect.

(p) The Company and its subsidiaries own or possess all material trademarks, service marks

and trade names necessary to conduct the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any trademarks, service

marks or trade names that, if the subject of an unfavorable decision, ruling or finding, would, individually or in the aggregate, result in a Material Adverse Effect.

(q) There is no action, suit, proceeding, inquiry or investigation before or by any court or governmental agency or body, domestic or foreign,

now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries, which may reasonably be expected to result in a Material Adverse Effect, or which may reasonably be expected to materially and

adversely affect the properties or assets thereof or which may reasonably be expected to materially and adversely affect the consummation of this Agreement or the Deposit Agreement or the consummation of the transactions contemplated hereby or under

the Deposit Agreement; and there are no material contracts or documents of the Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement by the Securities Act or by the rules and regulations of the

Commission thereunder which have not been so filed.

(r) No material labor dispute with the employees of the Company or any of its

subsidiaries exists or, to the knowledge of the Company, is imminent.

(s) The statements set forth in the Disclosure Package and

Prospectus under the captions “Description of Capital Stock,” “Description of Preferred Stock” and “Description of Depositary Shares,” are accurate, complete and fair summaries of the matters referred to therein

in all material respects.

(t) The Company is not and, after giving effect to the offering and sale of the Shares and the application of

the proceeds thereof as described in the Disclosure Package and the Prospectus, will not be, an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company

Act”), or controlled by an entity required to be registered under the Investment Company Act as an “investment company.”

(u) (A) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes

of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the

time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Securities Act, the

Company was a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona

fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares, the Company was not an “ineligible issuer” as defined in Rule 405 under the Securities Act.

(v) The accountants who certified the financial statements of the Company and its consolidated subsidiaries included or incorporated by

reference in the Disclosure Package and the Prospectus and who audited the Company’s internal controls are an independent registered public accounting firm as required by the Securities Act and the Exchange Act and the rules and regulations

issued by the Commission thereunder.

(w) The Company maintains a system of internal control over financial reporting (as such term is

defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial

officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The

Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting.

(x) The financial statements of the Company and its consolidated subsidiaries included or

incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with the requirements of the Securities Act and present

fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods

specified; and said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved.

(y) Since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the

Disclosure Package and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over

financial reporting.

(z) The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15e under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that

material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and such disclosure controls and procedures are

effective.

(aa) Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the

Prospectus, except as otherwise stated therein or contemplated thereby, (i) there has been no Material Adverse Effect, (ii) there has been no material decrease in the capital stock or any material increase in the long-term debt to third

parties of the Company or any of its subsidiaries and (iii) there have been no material transactions entered into by the Company or any of its subsidiaries other than those in the ordinary course of business.

(bb) Except as specifically disclosed in the Disclosure Package and the Prospectus, to the best knowledge of the Company, the operations of

the Company and its subsidiaries are currently in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all

jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and any

instances of non-compliance have been resolved with the applicable governmental agency and no formal action, suit or proceeding by or before any court or governmental agency, authority or body or any

arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, is threatened.

(cc) Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or other

person associated with or acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made

any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 or the U.K. Bribery

Act of 2010; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment, except where any of the activities set forth in clauses (i), (ii), (iii) and (iv) would not have a Material Adverse

Effect, and the Company has instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to ensure compliance with the laws set forth in clause (iii).

(dd) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate, as

such term is defined in Rule 501(b) under the Securities Act, of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury

(“OFAC”) or economic or trade sanctions imposed by the European Commission or administered by the U.K. Office of Financial Sanctions Implementation; and the Company will not directly or indirectly use the proceeds of the offering

of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any (a) subsidiary, (b) joint venture partner or (c) other person or entity, for, in each of (a), (b) or (c), the purpose of financing or

facilitating the activities of any person or entity currently subject to any U.S. sanctions administered by OFAC or economic or trade sanctions imposed by the European Commission or administered by the U.K. Office of Financial Sanctions

Implementation.

(ee) The Company does not have any “significant subsidiaries” (as such term is

defined in Rule 1-02(w) of Regulation S-X) not listed on Exhibit 21 to the Annual Report on Form 10-K for the year ended

December 31, 2025 that would be required to be so listed if such Annual Report on Form 10-K were filed on the date of this Agreement.

(ff) (A) Except as specifically disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company is not aware

of any material security breach or other compromise relating to the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their

respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”); (B) neither the Company nor its subsidiaries have

been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data; and (C) the Company and its subsidiaries

have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards

and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority and internal policies relating to the privacy and security of IT Systems and Data and to the reasonable protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.

(gg) The Company has not agreed to pay, and the Company does not know of any outstanding material claims in the nature of, a

finder’s fee, financial advisory fee, origination fee or similar fee to be paid by them with respect to the transactions contemplated hereby except as contemplated by this Agreement.

(hh) Neither the Company nor any of its affiliates, as such term is defined in Rule 501(b) under the Securities Act, has taken, or will take,

directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in stabilization or manipulation of the price of the Shares in violation of Regulation M under the Exchange Act.

(ii) The Company, and, to the best of its knowledge, its officers and directors, are in compliance with applicable provisions of the

Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(jj) PricewaterhouseCoopers LLP (or another nationally recognized firm of independent public accountants), who audited and reviewed the

financial statements and the Company’s internal controls included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the

Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board (United States).

2. Subject to the

terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the number of Shares set forth opposite the name

of such Underwriter in Schedule II hereto at a purchase price of $990.00 per Share.

3. The Offering. The Company

understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Shares for sale upon the terms and

conditions set forth in the Prospectus.

4. Settlement.

(a) The Shares to be purchased by each Underwriter hereunder, in book-entry form represented by one or more Depositary Receipts deposited with

The Depository Trust Company (“DTC”), and in such authorized denominations and registered in such names as the Representatives may request upon at least 48 hours’ prior notice to the Company shall be delivered by or on behalf of

the Company to the Representatives, through the facilities of DTC, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of federal

(same-day) funds to the account specified by the Company to the Representatives at least 48 hours in advance. The Company will cause the certificates representing the Shares to be made available for checking

and packaging at least 24 hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall

be 9:30 a.m., New York City time, on May 15, 2026 or such other time and date as the Representatives and the Company may agree upon in writing (“Time of Delivery”).

(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including

the cross-receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(k) hereof, will be delivered at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 (the

“Closing Location”), and the Shares will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 5:00 p.m., New York City time, on the New York Business Day next

preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York

Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York are generally authorized or obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the

Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement, the Basic

Prospectus or the Prospectus prior to the Time of Delivery which shall be disapproved by the Representatives promptly after reasonable notice thereof; to advise the Representatives, promptly after it receives notice thereof, of the time when any

amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly all other material required to be

filed by the Company with the Commission pursuant to Rule 433(d) under the Securities Act, including but not limited to the Term Sheet; to file promptly all reports and any definitive proxy or information statements required to be filed by the

Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a)

under the Securities Act) is required in connection with the offering or sale of the Shares; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or

suspending the use of the Registration Statement, any Preliminary Prospectus, the Prospectus or other prospectus in respect of the Shares, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective

amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any

request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; in the event of the issuance of any stop order or of any order preventing or suspending the use of the

Registration Statement, any Preliminary Prospectus, the Prospectus or other prospectus or suspending any such qualification, to promptly use every reasonable effort to obtain the withdrawal of such order; and in the event of any such issuance of a

notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Shares by the

Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement).

(b) If required by Rule 430B(h) under the Securities Act, to prepare a form of prospectus in

a form approved by the Representatives and to file such form of prospectus pursuant to Rule 424(b) under the Securities Act not later than may be required by Rule 424(b) under the Securities Act; and to make no further amendment or supplement to

such form of prospectus which shall be disapproved by the Representatives promptly after reasonable notice thereof.

anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so,

a new shelf registration statement relating to the Shares, in a form satisfactory to the Underwriters and will use its reasonable best efforts to cause such registration statement to be declared effective within one hundred and eighty

(180) days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement relating to the

Shares. References herein to the Registration Statement shall include such new shelf registration statement.

(d) To endeavor, in

cooperation with the Representatives, to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representatives may designate, and will maintain such

qualifications in effect for as long as may be required for the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign

corporation or as a dealer in securities in any jurisdiction in which it is not so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above

provided.

(e) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from

time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in The City of New York in such quantities as the Representatives may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the

notice referred to in Rule 173(a) under the Securities Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event

shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same

period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Representatives and upon the

Representatives’ request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as the Representatives may from time to time reasonably request

of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule

173(a) under the Securities Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon the Representatives’ request but at the expense of such Underwriter, to prepare and

deliver to such Underwriter as many written and electronic copies as the Representatives may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.

(f) To make generally available to its security holders (as defined in Rule 158), as soon as practicable, but not later than forty-five

(45) days after the close of each of the first three (3) fiscal quarters of each fiscal year and ninety (90) days after the close of each fiscal year, earnings statements (in form complying with the provisions of Rule 158 under the

Securities Act) covering a twelve (12) month period beginning not later than the first day of the fiscal quarter next following the effective date of the Registration Statement, provided that the Company may make such earnings statements

generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.

(g) To use the net

proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Disclosure Package under the caption “Use of Proceeds.”

(h) During a period of 30 days from the date of the Prospectus, to not, without the prior

written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or

otherwise transfer or dispose of any Preferred Stock or Depositary Shares, any securities that are substantially similar to the Preferred Stock or the Depositary Shares, or any securities convertible into or exercisable or exchangeable for Preferred

Stock, Depositary Shares or substantially similar securities, or file any registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that

transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Preferred Stock or Depositary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of

Preferred Stock or Depositary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the Preferred Stock and Depositary Shares to be sold hereunder.

(i) To prepare a final Term Sheet in a form approved by the Representatives and to file such Term Sheet pursuant to Rule 433 under the

Securities Act within the time required by such Rule. Such Term Sheet shall be an Issuer Free Writing Prospectus.

6. Free Writing

Prospectuses.

(a) The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each

Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the other Underwriters, it has not made and will not make any offer relating to any issue of Shares that would constitute an Issuer Free Writing

Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 of the Securities Act Regulations, required to be filed by the Company with the Commission or retained by the Company under Rule 433; and

any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule I(b) hereto.

(b) The Company has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing

Prospectus, including timely filing with the Commission where required, legending and record keeping.

any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the

Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt

notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission;

provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company

by the Representatives for use therein.

7. Expenses. The Company covenants and agrees with the several Underwriters that the

Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in

connection with the preparation, printing, reproduction and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the

mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any blue sky memorandum, closing documents (including any compilations thereof)

and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in

Section 5(d) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any blue sky survey; (iv) the filing fees incident to, and the fees and disbursements of

counsel for the Underwriters (up to a maximum amount of counsel fees of $5,000) in connection with, any required review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the terms of the sale of the Shares;

(v) the cost of preparing the Shares and Depositary Receipts; (vi) the cost and charges of any transfer agent or registrar; (vii) the fees and expenses of the Depositary and any agent of the Depositary and the fees and disbursements

of counsel for the Depositary in connection with the Deposit Agreement and the Shares; and (viii) all other costs and expenses incident to the performance of its

obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the

Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.

8. Conditions. The obligations of the Underwriters hereunder, as to the Shares to be delivered at the Time of Delivery, shall be

subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of

its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed

with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act and in accordance with Section 5(a) hereof; and all material

required to be filed by the Company pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of

the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing

Prospectus shall have been initiated by the Commission; and all requests for additional information on the part of the Commission shall have been complied with, or is being complied with, to the reasonable satisfaction of Underwriters; FINRA shall

have raised no objection to the fairness and reasonableness of this Agreement.

(b) Sullivan & Cromwell LLP, counsel for the

Underwriters, shall have furnished to the Representatives such written opinion or opinions, dated the Time of Delivery, in form and substance satisfactory to the Representatives, with respect to the Registration Statement, the Prospectus

(together with any supplement thereto) and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

(c) Mayer Brown LLP, counsel for the Company, shall have furnished to the Underwriters their written opinion and letter, dated the Time

of Delivery, in the forms attached hereto as Annex II.

(d) On the date hereof at a time prior to the execution of this Agreement, on the

effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and at the Time of Delivery, PricewaterhouseCoopers LLP shall have furnished to the Representatives, at the request of the

Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in

accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information (including pro forma financial information) contained or incorporated by reference in the Registration

Statement, the Disclosure Package and the Prospectus; provided that each letter delivered at the Time of Delivery shall use a “cut-off” date no more than three business days prior to the

Time of Delivery.

(e) On or after the Applicable Time there shall not have occurred any of the following: (i) any Material Adverse

Effect, and (ii) there shall not have occurred any outbreak or escalation of hostilities or any material change in financial markets or other calamity or crisis (including, without limitation, an act of terrorism) the effect of which is such as

to make it, in the Representatives’ judgment, impracticable or inadvisable to market the Shares or enforce contracts for the sale of the Shares, and (iii) trading in securities of the Company shall not have been suspended by the

Commission or a national securities exchange, nor shall trading generally on the NYSE have been suspended, or minimum or maximum prices for trading of securities generally have been fixed, or maximum ranges for prices for securities (other than

trading limits currently in effect and other similar trading limits) have been required, or trading otherwise materially limited, by either of said exchanges or by order of the Commission or any other governmental authority, nor shall a banking

moratorium have been declared by either federal or New York authorities, and (iv) there shall not have been a material disruption in commercial banking or securities settlement or clearance services in the United States, and (v) the

Prospectus, at the time it was required to be delivered to a purchaser of the Shares, shall not have contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of

the circumstances existing at such time, not misleading.

(f) The Company shall have complied with the provisions of Section 5(e) hereof with

respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement.

(g) The Articles of

Amendment for the Preferred Stock shall have been duly filed with the Secretary of State of the State of North Carolina.

(h) At the Time

of Delivery, the Underwriters shall have received a certificate of the Chief Operating Officer, Chief Financial Officer, Treasurer, any Senior Executive Vice President, any Executive Vice President, or any Senior Vice President of the Company, dated

as of the Time of Delivery, to the effect (i) that there has been no downgrading, nor any notice given of any potential or intended downgrading, or of a possible change that does not indicate the direction of the possible change, in the rating

accorded any of the Company’s securities by any nationally recognized statistical rating organization on or after the Applicable Time, (ii) that the representations and warranties of the Company contained in Section 1 are true and

correct with the same force and effect as though expressly made at and as of the date of such certificate, (iii) that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior

to the date of such certificate, (iv) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission and (v) that the

Company, and, to the best of its knowledge, its officers and directors, are in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402

related to loans and Sections 302 and 906 related to certifications.

9. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless each Underwriter, its officers, directors and affiliates, its selling agents and each

person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

(i)

against any and all loss, liability, claim, damage and expense, joint or several, whatsoever, as incurred,

arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or

necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Pricing Prospectus, the Disclosure Package, the Prospectus,

any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) or in any amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such untrue statement or omission was made in reliance upon and in conformity with written information furnished

to the Company by the Representatives expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, the Pricing Prospectus, the Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any

“issuer information” filed or required to be filed pursuant to Rule 433(d) or in any amendment thereof or supplement thereto;

(ii)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the

aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged

untrue statement or omission (except as made in reliance upon and in conformity with information furnished by the Representatives as aforesaid) if such settlement is effected with the prior written consent of the Company; and

(iii)

against any and all expense whatsoever (including the fees and disbursements of counsel chosen by such

Underwriter), as incurred, insofar as they are reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever

based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with information furnished by the Representatives as aforesaid), to the extent that any such

expense is not paid under (i) or (ii) above.

(b) Each Underwriter severally and not jointly agrees to indemnify

and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 9, as incurred, but only with respect to untrue statements or omissions, or alleged untrue

statements or omissions, made in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, the Pricing Prospectus, the Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any “issuer

information” filed or required to be filed pursuant to Rule 433(d) or in any amendment thereof or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use

in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, the Pricing Prospectus, the Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be

filed pursuant to Rule 433(d) or in any amendment thereof or supplement thereto.

as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it from any liability hereunder to the

extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to

Section 9(a) hereof, counsel to the indemnified parties shall be selected by the Representatives and, in the case of parties indemnified pursuant to Section 9(b) hereof, counsel to the indemnified parties shall be selected by the Company.

An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the

indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for all indemnified parties in connection with any one action or separate but similar or

related actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, however, that when more than one of the Underwriters is an indemnified party, each such Underwriter shall be entitled to

separate counsel (in addition to any local counsel) in each such jurisdiction to the extent such Underwriter may have interests conflicting with those of the other Underwriter or Underwriters because of the participation of one Underwriter in a

transaction hereunder in which the other Underwriter or Underwriters did not participate. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in

respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all

liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 9

hereof is for any reason held to be unavailable in accordance with its terms, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement

incurred by the Company and the Underwriters with respect to the Shares that were the subject of the claim for indemnification in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and the

Underwriters on the other. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares pursuant to

this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the

Shares as set forth on the cover of the Prospectus. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 9(c)

hereof, then the Company and the Underwriters shall contribute to such aggregate

losses, liabilities, claims, damages and expenses in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Underwriters

in connection with the statements or omissions which resulted in such liabilities, claims, damages and expenses, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things,

whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the Underwriters on the other and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 9(d)

were determined pro rata (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 9(d). The aggregate

amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 9(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in

investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission

or alleged omission. Notwithstanding the provisions of this Section 9(d), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total price at which the Shares referred to in the second sentence of

this Section 9(d) that were offered and sold to the public through the Underwriters exceeds the amount of any damages that the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or

alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled under this Section 9(d) to contribution from any person who was not guilty of such fraudulent

misrepresentation. For purposes of this Section 9(d), each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each Underwriter’s Affiliates

and selling agents shall have the same rights to contribution as such Underwriter, and each of the directors of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within

the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 9(d)

are several in proportion to the number of Shares set forth opposite their respective names in Schedule II hereto and not joint.

10. Underwriter Default.

(a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at the Time of

Delivery, the Representatives may in their discretion arrange for the Representatives or another party or other parties to purchase such Shares on the terms contained herein. If within 36 hours after such default by any Underwriter the

Representatives do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Shares on

such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that the Representatives have so arranged for the purchase of such Shares, or the Company notifies the Representatives that it has so

arranged for the purchase of such Shares, the Representatives or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the

Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the Representatives’ opinion

may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect

to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or

Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one eleventh of the aggregate number of all the Shares to be purchased at the

Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery

and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting

Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Shares to

be purchased at the Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter

or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the

Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. Survival. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several

Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on

behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Shares.

12. Liabilities Upon Termination. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then

be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, any of the Shares are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters

through the Representatives for all out of pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of

the Shares not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. Notices, etc. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties

hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail

to the Representatives as the representatives at the addresses of the respective representatives in Schedule I(a) hereto; and if to the Company shall be delivered or sent by mail to 214 North Tryon Street, Charlotte, North Carolina 28202,

attention of Chief Legal Officer ; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail to such Underwriter at its address set forth in its Underwriters’

Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into

law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as

well as other information that will allow the Underwriters to properly identify their respective clients.

14. Parties to

Agreement. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls

the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any

Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15. Time is of the Essence. Time shall be of

the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

16. Underwriters Not Fiduciaries. The Company acknowledges and agrees that

(i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other,

(ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary

responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other

obligation to the Company except the obligations expressly set forth in this Agreement, (iv) the Underwriters may be engaged in a broad range of transactions that involve interests that differ from the Company and (v) the Company has

consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or

similar duty to the Company, in connection with such transaction or the process leading thereto.

17. Supersedes Prior Agreements.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

19. Waiver of Jury Trial. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by

applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

20. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and

all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or

document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other

electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or

stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal

Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the

Uniform Commercial Code.

21. Disclosures. Notwithstanding anything herein to the contrary, the Company is authorized to disclose

to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and

structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to

enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

22. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the

transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any

such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any

Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted

to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined

in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is

defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and

the regulations promulgated thereunder.

If the foregoing is in accordance with the Representatives’ understanding, please sign

and return to us counterparts hereof, and upon the acceptance hereof by the Representatives, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the

Company. It is understood that the Representatives’ acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the

Company for examination upon request, but without warranty on the Representatives’ part as to the authority of the signers thereof.

Very truly yours,

TRUIST FINANCIAL CORPORATION

By:

/s/ August Husmillo

Name: August Husmillo

Title: Executive Vice President and Head of Corporate Funding

Accepted as of the date hereof:

TRUIST SECURITIES, INC.

By:

/s/ Rob Nordlinger

Name: Rob Nordlinger

Title: Managing Director

For itself and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement.

Accepted as of the date hereof:

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Adam D. Bordner

Name: Adam D. Bordner

Title: Managing Director

For itself and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement.

Accepted as of the date hereof:

GOLDMAN SACHS & CO. LLC

By:

/s/ Rishi Mathur

Name: Rishi Mathur

Title: Managing Director

For itself and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement.

Accepted as of the date hereof:

MORGAN STANLEY & CO. LLC

By:

/s/ Hector Vazquez

Name: Hector Vazquez

Title: Managing Director

For itself and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement.

SCHEDULE I

(a)

Representatives:

Truist Securities, Inc.

Hudson Yards, 70th Floor

New York, New York 10001

Attention: Investment Grade Debt Capital Markets

Facsimile: (404) 926-5027

Citigroup Global Markets Inc.

388 Greenwich Street

New York,

New York 10013

Attention: General Counsel

Facsimile: (646) 291-1469

Goldman Sachs & Co. LLC

200 West Street

New York, New

York 10282-2198

Attention: Registration Department

Email: registration-syndops@ny.email.gs.com

Telephone:

1-866-471-2526

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York

10036

Attention: Investment Banking Division

Facsimile: (212)761-6691

(b)

Free Writing Prospectuses (Sections 1(c) and 6(a)):

Term Sheet, dated May 12, 2026, filed with the Commission by the Company pursuant to Rule 433 under the Securities Act as specified in

Annex I.

(c)

Additional Incorporated Documents (Section 1(d)):

None.

I-1

SCHEDULE II

Underwriters

Total

Number of

Shares to be

Purchased

Truist Securities, Inc.

132,500

Citigroup Global Markets Inc.

117,500

Goldman Sachs & Co. LLC

117,500

Morgan Stanley & Co. LLC

117,500

Academy Securities, Inc.

7,500

Drexel Hamilton, LLC

7,500

Total

500,000

II-1

ANNEX I

Term Sheet, dated May 12, 2026, and filed by the Company with the Commission.

Annex I

ANNEX II

Opinion of Counsel to the Issuer

[***]

Annex II

EX-3.1

Filename: d121447dex31.htm · Sequence: 3

EX-3.1

Exhibit 3.1

Execution Version

ARTICLES OF AMENDMENT

TRUIST FINANCIAL

CORPORATION

Truist Financial Corporation, a corporation organized and existing under the laws of the State of North Carolina (the

“Corporation”), for the purpose of amending its articles of incorporation to fix the preferences, limitations and relative rights of a new series of its Preferred Stock in accordance with the provisions of Sections 55-6-02 and 55-10-06 of the North Carolina Business Corporations Act, hereby submits these

Articles of Amendment:

1. The name of the corporation is: TRUIST FINANCIAL CORPORATION.

2. The following text will be added to Article IV of the articles of incorporation (as restated effective December 15, 2020 and as

further amended) of the Corporation to set forth the terms of the Corporation’s 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, by adding a new Section (t) to such Article

IV:

(t) Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock.

Section 1. Designation. The designation of the series of preferred stock shall be 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “Series S Preferred Stock”). Each share of Series S Preferred Stock shall be identical in all respects to every other share

of Series S Preferred Stock. Series S Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or

involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2. Number of

Shares. The number of authorized shares of Series S Preferred Stock shall be 20,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not

below the number of shares of Series S Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation and by the filing

of articles pursuant to the provisions of the North Carolina Business Corporation Act stating that such increase or reduction, as the case may be, has been so authorized. The Corporation shall have the authority to issue fractional shares of Series

S Preferred Stock.

Section 3. Definitions. As used herein with respect to Series S Preferred Stock:

“Appropriate Federal Banking Agency” means the “appropriate Federal banking agency” with respect

to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions are

not authorized or obligated by law, regulation or executive order to close in New York, New York or Charlotte, North Carolina.

“Calculation Agent” means, at any time, the person or

entity appointed by the Corporation and serving as such agent at such time. The Corporation may terminate any such appointment and may appoint a successor agent at any time and from time to time, provided that the Corporation shall use its best

efforts to ensure that there is, at all relevant times on and after the Reset Dividend Determination Date when the Series S Preferred Stock is outstanding, a person or entity appointed and serving as such agent. The Calculation Agent may be the

Corporation itself or a person or entity affiliated with the Corporation.

“Depositary Company” shall

have the meaning set forth in Section 6(d) hereof.

“Dividend Payment Date” shall have the meaning

set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in

Section 4(a) hereof.

“DTC” means The Depository Trust Company, together with its successors and

assigns.

“Federal Reserve” means the Board of Governors of the Federal Reserve System.

“First Reset Date” shall have the meaning set forth in Section 4(a) hereof.

“Five-Year U.S. Treasury Rate” means:

(i)

The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for

five-year maturities, for the five Business Days preceding the Reset Dividend Determination Date and appearing under the caption “Treasury Constant Maturities” in the most recently published statistical release designated H.15 Daily

Update or any successor publication which is published by the Federal Reserve as of 5:00 p.m. (Eastern Time) as of any date of determination, as determined by the Calculation Agent in its sole discretion.

(ii)

If no calculation is provided as described above, then the Calculation Agent, after consulting such sources as

it deems comparable to any of the foregoing calculations, or any such source as it deems reasonable from which to estimate the Five-Year U.S. Treasury Rate, shall determine the Five-Year U.S. Treasury Rate in its sole discretion, provided that if

the Calculation Agent determines there is an industry-accepted successor rate, then the Calculation Agent shall use such successor rate. If the Calculation Agent has determined a substitute or successor base rate in accordance with the foregoing,

the Calculation Agent in its sole discretion may adjust the spread and may determine the business day convention, the definition of business day and the Reset Dividend Determination Date to be used and any other relevant methodology for calculating

such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate comparable to the Five-Year U.S. Treasury Rate, in a manner that is consistent with industry-accepted practices for such

substitute or successor base rate.

The Five-Year U.S. Treasury Rate shall be determined by the Calculation

Agent on the third Business Day immediately preceding the applicable Reset Date. If the Five-Year U.S. Treasury Rate for any Dividend Period cannot be determined pursuant to the methods described in clauses (i) and (ii) above, such Five-Year

U.S. Treasury Rate will be the same as the dividend rate determined for the immediately preceding Dividend Period.

“Junior Stock” means the Corporation’s common stock and any other class or series of stock of the

Corporation hereafter authorized over which Series S Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

“Parity Stock” means any other class or series of stock of the Corporation that ranks equally with the

Series S Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation and includes, without limitation, the 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; 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; 4.800% Series N Fixed Rate Reset Non-Cumulative Perpetual Preferred

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; Perpetual Preferred Stock, Series I; Perpetual

Stock; Series O Non-Cumulative Perpetual Preferred Stock; 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock; 5.100% Series Q Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock and Series R Non-Cumulative Perpetual Preferred Stock is outstanding and (ii) the terms of the 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; Perpetual Preferred Stock, Series I; Perpetual

Stock; Series O Non-Cumulative Perpetual Preferred Stock; 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock; 5.100% Series Q Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock and Series R Non-Cumulative Perpetual Preferred Stock have not been amended to provide otherwise subsequent to the effective date of

the Articles of Amendment that initially established the Series S Preferred Stock.

“Preferred Director” shall have the meaning set forth in

Section 7(c)(i) hereof.

“Redemption Price” shall have the meaning set forth in Section 6(a)

hereof.

“Regulatory Capital Treatment Event” means the Corporation’s determination, in good

faith, that, as a result of (i) any amendment to, or change (including any prospective change) in, the laws, rules or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective

after the initial issuance of any share of Series S Preferred Stock, (ii) any proposed change in those laws, rules or regulations that is announced or becomes effective after the initial issuance of any share of Series S Preferred Stock, or

(iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws, rules or regulations or policies with respect thereto that is announced after the

initial issuance of any share of the Series S Preferred Stock, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation preference amount of $25,000 per share of Series S Preferred Stock then

outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy rules of the Federal Reserve (or, as and if applicable, the capital adequacy rules or regulations of any successor Appropriate Federal Banking

Agency) as then in effect and applicable, for so long as any share of Series S Preferred Stock is outstanding.

“Reset Date” means the First Reset Date and each date falling on the fifth anniversary of the preceding

Reset Date. Reset Dates, including the First Reset Date, will not be adjusted for Business Days.

“Reset Dividend

Determination Date” means, in respect of any Reset Period, the day falling three Business Days prior to the beginning of such Reset Period.

“Reset Period” means the period from and including the First Reset Date to, but excluding, the next

following Reset Date and thereafter each period from and including each Reset Date to, but excluding, the next following Reset Date.

“Series S Preferred Stock” shall have the meaning set forth in Section 1 hereof.

Section 4. Dividends.

(a) Rate. Holders of Series S Preferred Stock shall be entitled to receive, if, as and when declared by the Board of

Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation

preference of $25,000 per share of Series S Preferred Stock. Commencing on September 15, 2026, these dividends will be payable quarterly in arrears on each March 15, June 15, September 15 and December 15 of each year;

provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of

such delay) (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series S Preferred Stock or any

Dividend Payment Date to but excluding the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series S Preferred Stock will accrue on the liquidation preference of $25,000 per share of Series S Preferred

Stock: (i) from the date of original issue to, but excluding, June 15, 2031 (the “First Reset Date”), at a fixed rate per annum equal to 6.250% and (ii) from, and including, the First Reset Date, for each

Reset Period, at a rate per annum equal to the Five-Year U.S. Treasury Rate as of the most recent Reset Dividend Determination Date plus 2.129%. The record date for payment of dividends on the Series S Preferred Stock shall be the 15th calendar day

before the applicable Dividend Payment Date, or such other record date, not exceeding 30 days before the applicable Dividend Payment Date, as shall be fixed by the Board of Directors of the Corporation or any duly authorized committee of the Board

of Directors of the Corporation. The amount of dividends payable shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding any

other provision hereof, dividends on the Series S Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with laws and regulations applicable thereto, including

applicable capital adequacy guidelines.

(b) Non-Cumulative Dividends.

Dividends on shares of Series S Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series S Preferred Stock on any Dividend Payment Date are not declared and

paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall not accrue or be payable for such Dividend Period and the Corporation shall have no obligation to pay, and the holders of Series S

Preferred Stock shall have no right to receive, dividends for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend

Period with respect to Series S Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation.

shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be

repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior

Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the

redemption of any such securities by the Corporation and (iii) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation other than pursuant to pro rata offers to purchase all, or

a pro rata portion, of the Series S Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series S Preferred Stock for the then-current

Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside.

When dividends are not paid in full upon the shares of Series S Preferred Stock and any Parity Stock, all dividends declared upon shares of Series S Preferred Stock and any Parity Stock shall be

declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series S Preferred Stock, and accrued dividends,

including any accumulations, on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on shares of Series S Preferred Stock that may be in arrears. If the Board of Directors of the Corporation determines

not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to the holders of the Series S Preferred Stock prior to such date. Subject to the foregoing, and not

otherwise, dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on any Junior Stock

from time to time out of any assets legally available therefor, and the shares of Series S Preferred Stock or Parity Stock shall not be entitled to participate in any such dividend.

Section 5. Liquidation Rights.

(a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of

the Corporation, holders of Series S Preferred Stock shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior

Stock, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share of Series S Preferred Stock, plus any declared and unpaid dividends to, but excluding, the date of liquidation, without

accumulation of any undeclared dividends. Distributions will be made (i) only to the extent of the Corporation’s assets that are available after satisfaction of liabilities to creditors, (ii) subject to the rights of holders of any

securities ranking senior to the Series S Preferred Stock and (iii) pro rata as to the Series S Preferred Stock and any Parity Stock. The holder of Series S Preferred Stock shall not be entitled to any further payments in

the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

(b) Partial Payment. If the assets of the Corporation are not sufficient to pay in full the liquidation preference plus

any dividends payable in accordance with Section 5(a) hereof to all holders of Series S Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series S Preferred Stock and to the holders of all Parity Stock

shall be pro rata in accordance with the respective aggregate liquidation preferences plus any authorized, declared and unpaid dividends of Series S Preferred Stock and all such Parity Stock.

paid in full to all holders of Series S Preferred Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For

purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or

involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger,

consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

Section 6. Redemption.

(a) Optional Redemption. The Series S Preferred Stock is perpetual and has no maturity date. The Corporation, at the

option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part the shares of Series S Preferred Stock on any Dividend Payment Date on or after June 15, 2031, upon

notice given as provided in Section 6(b) below. The redemption price for shares of Series S Preferred Stock shall be $25,000 per share plus declared and unpaid dividends to, but excluding, the date of redemption, without accumulation of any

undeclared dividends (the “Redemption Price”). Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event, the Corporation, at its option, subject to the approval of the

Appropriate Federal Banking Agency, may provide notice of intent to redeem, as provided in Section (b) below, all (but not less than all) of the shares of Series S Preferred Stock at the time outstanding at the Redemption Price applicable on

such date of redemption.

(b) Notice of Redemption. Notice of every redemption of shares of Series S Preferred Stock

shall be either (1) mailed by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation or (2) transmitted by

such other method approved by the Depositary Company, in its reasonable discretion, to the holders of record of such shares to be redeemed. Such mailing or transmittal shall be at least five days and not more than 60 days before the date fixed for

redemption. Notwithstanding the foregoing, if the Series S Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed or transmitted as provided in this

Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail or other transmission, or any defect in such notice or in the mailing or

transmittal thereof, to any holder of shares of Series S Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series S Preferred Stock. Each notice shall state

(i) the date of redemption; (ii) the number of shares of Series S Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed by such holder;

(iii) the Redemption Price; (iv) the place or places where such shares are to be surrendered for payment of the Redemption Price; and (v) that dividends on the shares to be redeemed will cease to accrue on the date of redemption.

shares of Series S Preferred Stock at the time outstanding, the shares of Series S Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series S Preferred Stock in proportion to the number of Series S

Preferred Stock held by such holders or by lot. Subject to the provisions of this Section 6, the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe

the terms and conditions upon which shares of Series S Preferred Stock shall be redeemed from time to time.

(d)

Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the date of redemption specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from

its other assets, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of

Directors of the Corporation or any duly authorized committee of the Board of Directors (the “Depositary Company”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that

any share so called for redemption has not been surrendered for cancellation, on and after the date of redemption all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue

after such date of redemption, and all rights with respect to such shares shall forthwith on such date of redemption cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or

trust company at any time after the date of redemption from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of

any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the date of redemption shall, to the extent permitted by law, be released or repaid to the Corporation,

and in the event of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the

redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

Section 7. Voting Rights. The holders of Series S Preferred Stock will have no voting rights and will

not be entitled to elect any directors, except as expressly provided by law and except that:

(a) Supermajority Voting

Rights—Amendments. Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of

the shares of the Series S Preferred Stock at the time outstanding, voting separately as a class, shall be required to authorize any amendment of the articles of incorporation or of any articles amendatory thereof or supplemental thereto (including

any articles of amendment or any similar document relating to any series of preferred stock) which will materially and adversely affect the powers, preferences, privileges or rights of the Series S Preferred Stock, taken as a whole; provided,

however, that any increase in the amount of the authorized or issued Series S Preferred Stock or authorized preferred stock of the Corporation or the creation and

issuance, or an increase in the authorized or issued amount, of other series of preferred stock ranking equally with and/or junior to the Series S Preferred Stock with respect to the payment of

dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the

powers, preferences, privileges or rights of the Series S Preferred Stock.

(b) Supermajority Voting

Rights—Priority. Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of

the shares of the Series S Preferred Stock and all other Parity Stock, at the time outstanding, voting as a single class without regard to series, shall be required to issue, authorize or increase the authorized amount of, or to issue or authorize

any obligation or security convertible into or evidencing the right to purchase, any additional class or series of stock ranking prior to the shares of the Series S Preferred Stock and all other Parity Stock as to dividends or the distribution of

assets upon liquidation, dissolution or winding up of the Corporation;

(i) Voting Right. If and whenever dividends on the Series S Preferred Stock or any other class or series of preferred

stock that ranks on parity with the Series S Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(c) have been conferred and are exercisable, have not been paid in an aggregate

amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not), the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series

S Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of

directors if such default in dividends did not exist), shall have the right, voting separately as a single class without regard to series, to the exclusion of the holders of common stock, to elect two additional directors of the Corporation to fill

such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Board of Directors of the Corporation shall at no time include more than two such directors. Each such director elected by the

holders of shares of Series S Preferred Stock and any other class or series of preferred stock that ranks on parity with the Series S Preferred Stock as to payment of dividends is a “Preferred Director.”

(ii) Election. The election of the Preferred Directors will take place at any annual meeting of shareholders or any

special meeting of the holders of Series S Preferred Stock and any other class or series of the Corporation’s stock that ranks on parity with Series S Preferred Stock as to payment of dividends and for which dividends have not been paid,

called as provided herein. At any time after the special voting power has vested pursuant to Section 7(c)(i) above, the secretary of the Corporation may, and upon the written request of any holder of Series S Preferred Stock (addressed to the

secretary at the Corporation’s principal office)

must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders, in which event such election shall be held at such next

annual or special meeting of shareholders), call a special meeting of the holders of Series S Preferred Stock, and any other class or series of preferred stock that ranks on parity with Series S Preferred Stock as to payment of dividends and for

which dividends have not been paid, for the election of the two additional directors to the Board of Directors to be elected by them as provided in Section 7(c)(iii) below. The Preferred Directors shall each be entitled to one vote per director

on any matter.

(iii) Notice for Special Meeting. Notice for a special meeting will be given in a similar manner to

that provided in the Corporation’s by-laws for a special meeting of the shareholders. If the secretary of the Corporation does not call a special meeting within 20 days after receipt of any such request,

then any holder of Series S Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as provided in this Section 7(c)(iii), and for that purpose will have access to the stock register of the Corporation. The

Preferred Directors elected at any such special meeting will hold office until the next annual meeting of the Corporation’s shareholders unless they have been previously terminated or removed pursuant to Section 7(c)(iv). In case any

vacancy in the office of a Preferred Director occurs (other than prior to the initial election of the Preferred Directors), the vacancy may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office,

by the vote of the holders of the Series S Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be

entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the shareholders.

(iv) Termination; Removal. Whenever full dividends have been paid regularly on the Series S Preferred Stock and any

other class or series of preferred stock that ranks on parity with Series S Preferred Stock as to payment of dividends, if any, for at least four consecutive Dividend Periods, then the right of the holders of Series S Preferred Stock to elect such

additional two directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend

Periods). The terms of office of the Preferred Directors will immediately terminate and the number of directors constituting the Corporation’s board of directors will be reduced accordingly. Any Preferred Director may be removed at any time

without cause by the holders of record of a majority of the outstanding shares of Series S Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights, whether or

not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

Section 8. Conversion. The holders of Series S

Preferred Stock shall not have any rights to convert such Series S Preferred Stock into shares of any other class of capital stock of the Corporation.

Section 9. Rank. Notwithstanding anything set forth in the articles of incorporation or these

Articles of Amendment to the contrary, the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, without the vote of the holders of the Series S Preferred Stock, may authorize and issue

additional shares of Junior Stock, Parity Stock or, subject to the voting rights granted in Section 7(b), any class of securities ranking senior to the Series S Preferred Stock as to dividends and the distribution of assets upon any voluntary

or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 10.

Repurchase. Subject to the limitations imposed herein, the Corporation may purchase and sell Series S Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly

authorized committee of the Board of Directors of the Corporation may determine; provided, however, that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation

is, or by such purchase would be, rendered insolvent.

Section 11. Unissued or Reacquired Shares.

Shares of Series S Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without

designation as to series.

Section 12. No Sinking Fund. Shares of Series S Preferred Stock are

not subject to the operation of a sinking fund.

3. The amendment to the articles of incorporation contained herein was duly adopted by the

Board of Directors of the Corporation on March 24, 2026 and the Series S Committee of the Board of Directors of the Corporation on May 12, 2026.

4. The amendment to the articles of incorporation contained herein does not require shareholder approval pursuant to Section 55-6-02 of the North Carolina Business Corporation Act because it creates a new series of shares of a class that has no outstanding shares and does not affect a

series of a class of shares in one or more of the ways described in Section 55-10-04 of the North Carolina Business Corporation Act.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Truist Financial Corporation has caused these Articles of Amendment to

be signed by Steven Scott, its Executive Vice President and Treasurer, this 13th day of May, 2026.

TRUIST FINANCIAL CORPORATION

By:

/s/ Steve Scott

Name:

Steven Scott

Title:

Executive Vice President and Treasurer

Signature Page to Articles of Amendment of Truist Financial Corporation

(Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock)

EX-4.2

Filename: d121447dex42.htm · Sequence: 4

EX-4.2

Exhibit 4.2

Execution Version

DEPOSIT AGREEMENT

among

TRUIST FINANCIAL

CORPORATION,

as Issuer

and

COMPUTERSHARE

TRUST COMPANY, N.A.

and

COMPUTERSHARE INC.,

jointly as Depositary

and

THE HOLDERS FROM

TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

Dated as of May 15, 2026

TABLE OF CONTENTS

Page

ARTICLE I DEFINED TERMS

Section 1.1. Definitions

ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES S PREFERRED STOCK, EXECUTION AND DELIVERY,

TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

Section 2.1. Form and Transfer of Receipts

Section 2.2. Deposit of Series S Preferred Stock; Execution and Delivery of Receipts in

Respect Thereof

Section 2.3. Registration of Transfer of Receipts

Section 2.4. Split-ups and Combinations of Receipts;

Surrender of Receipts and Withdrawal of Series S Preferred Stock

Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of

Receipts

Section 2.6. Lost Receipts, etc.

Section 2.7. Cancellation and Destruction of Surrendered Receipts

Section 2.8. Redemption of Series S Preferred Stock

ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION

Section 3.1. Filing Proofs, Articles of Amendment and Other Information

Section 3.2. Payment of Taxes or Other Governmental Charges

Section 3.3. Warranty as to Series S Preferred Stock

Section 3.4. Warranty as to Receipts

ARTICLE IV THE DEPOSITED SECURITIES; NOTICES

Section 4.1. Cash Distributions

Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges

Section 4.3. Subscription Rights, Preferences or Privileges

Section 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts

Section 4.5. Voting Rights

Section 4.6. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations,

etc.

Section 4.7. Delivery of Reports

Section 4.8. Lists of Receipt Holders

-i-

TABLE OF CONTENTS

(continued)

Page

ARTICLE V THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE

CORPORATION

Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary;

Registrar

Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s

Agents, the Registrar or the Corporation

Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and

the Corporation

Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor

Depositary

Section 5.5. Corporate Notices and Reports

Section 5.6. Indemnification by the Corporation

Section 5.7. Fees, Charges and Expenses

Section 5.8. Tax Compliance

ARTICLE VI AMENDMENT AND TERMINATION

Section 6.1. Amendment

Section 6.2. Termination

ARTICLE VII MISCELLANEOUS

Section 7.1. Counterparts

Section 7.2. Exclusive Benefit of Parties

Section 7.3. Invalidity of Provisions

Section 7.4. Notices

Section 7.5. Depositary’s Agents

Section 7.6. Appointment of Registrar, Transfer Agent, Dividend Disbursing Agent and

Redemption Agent in Respect of the Series S Preferred Stock

Section 7.7. Governing Law

Section 7.8. Inspection of Deposit Agreement

Section 7.9. Headings

Section 7.10. Confidentiality

EXHIBIT A FORM OF RECEIPT

A-1

EXHIBIT B FORM OF OFFICER’S CERTIFICATE

B-1

-ii-

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT, dated as of May 15, 2026, between (i) TRUIST FINANCIAL CORPORATION, a North Carolina corporation, (ii) COMPUTERSHARE INC.,

a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (the “Trust Company”), jointly as Depositary

(as hereinafter defined) and (iii) the holders from time to time of the Receipts (as hereinafter defined) described herein.

WHEREAS,

Corporation desires to appoint Trust Company and Computershare jointly as Depositary, and Computershare as processor of all payments received or made by Corporation under the Deposit Agreement;

WHEREAS, Trust Company and Computershare desire to accept such respective appointments and perform the services related to such appointments;

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series S Preferred

Stock of the Corporation from time to time with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Series S Preferred Stock so deposited; and

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

ARTICLE I

DEFINED TERMS

Section 1.1. Definitions.

The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement:

“Articles of Amendment” shall mean the relevant Articles of Amendment filed with the Secretary of State of the State of North

Carolina establishing the Series S Preferred Stock as a series of preferred stock of the Corporation.

“Corporation” shall

mean Truist Financial Corporation, a North Carolina corporation, and its successors.

“Deposit Agreement” shall mean this

Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof.

“Depositary” shall mean Computershare and the Trust Company, acting jointly, and

any successor as Depositary hereunder.

“Depositary Shares” shall mean the depositary shares, each representing one-twenty-fifth of one share of the Series S Preferred Stock, evidenced by a Receipt.

“Depositary’s Agent” shall mean an agent appointed by the Depositary pursuant to Section 7.5.

“Depositary’s Office” shall mean the office or offices of the Depositary designated for the purposes contemplated herein,

which, initially, shall be at the address of the Depositary set forth in Section 7.4.

“Officer’s Certificate”

means a certificate in substantially the form set forth as Exhibit B hereto, which is signed by an officer of the Corporation and which shall include the terms and conditions of the Series S Preferred Stock to be issued by the Corporation and

deposited with the Depositary from time to time in accordance with the terms hereof.

“Receipt” shall mean one of the

depositary receipts issued hereunder, substantially in the form set forth as Exhibit A hereto, whether in definitive or temporary form, and evidencing the number of Depositary Shares with respect to the Series S Preferred Stock held of record by the

Record Holder of such Depositary Shares.

“Record Holder” or “Holder” as applied to a Receipt shall mean the

person in whose name such Receipt is registered on the books of the Depositary maintained for such purpose.

“Registrar” shall

mean the Depositary or such other successor bank or trust company which shall be appointed by the Corporation to register ownership and transfers of Receipts as herein provided and if a successor Registrar shall be so appointed, references herein to

“the books” of or maintained by the Depositary shall be deemed, as applicable, to refer as well to the register maintained by such Registrar for such purpose.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Series S Preferred Stock” shall mean the shares of the Corporation’s 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $5.00 par value, with a liquidation preference of $25,000 per share, designated in the Articles of Amendment and described in the Officer’s Certificate delivered

pursuant to Section 2.2 hereof.

“Underwriting Agreement” shall mean that certain Underwriting Agreement, dated

May 12, 2026, between the Corporation and Truist Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II

thereto.

-2-

ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF SERIES S PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

Section 2.1. Form and Transfer of Receipts.

The definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement. Pending the preparation of

definitive Receipts, the Depositary, upon the written order of the Corporation, delivered in compliance with Section 2.2, shall execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise

substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their

execution of such Receipts. If temporary Receipts are issued, the Corporation and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be

exchangeable for definitive Receipts upon surrender of the temporary Receipts at an office described in the penultimate paragraph of Section 2.2, without charge to the Holder. Upon surrender for cancellation of any one or more temporary

Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the

Corporation’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit Agreement as definitive Receipts.

Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. No Receipt

shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually or by the facsimile signature of a duly authorized officer of the Depositary. If a Registrar for the

Receipts (other than the Depositary) shall have been appointed, Receipts shall be countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar. The Depositary shall record on its books each Receipt so signed and

delivered as hereinafter provided.

Receipts shall be in denominations of any number of whole Depositary Shares.

Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the

provisions of this Deposit Agreement all as may be required by the Depositary and approved by the Corporation or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange

upon which the Series S Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject.

Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer,

shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of any particular Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the

Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any

notice provided for in this Deposit Agreement and for all other purposes.

-3-

Section 2.2. Deposit of Series S Preferred Stock; Execution and Delivery of

Receipts in Respect Thereof

Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time

deposit shares of Series S Preferred Stock under this Deposit Agreement by delivery to the Depositary of such shares of Series S Preferred Stock, including via electronic book-entry, for such Series S Preferred Stock to be deposited (or in such

other manner as may be agreed to by the Corporation and the Depositary), properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with

all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and an executed Officer’s Certificate attaching the Articles of Amendment and all other information required to be set

forth therein, and together with a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the

number of Depositary Shares representing such deposited Series S Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this

Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates.

The Series S Preferred Stock that is deposited shall be held by the Depositary in an account to be established by the Depositary at the

Depositary’s Office or at such other place or places as the Depositary shall determine. As registrar and transfer agent for the deposited Series S Preferred Stock, Trust Company will reflect changes in the number of shares of deposited Series

S Preferred Stock held by it by notation, book-entry or other appropriate method. The Depositary shall not lend any Series S Preferred Stock deposited hereunder.

Upon receipt by the Depositary of shares of Series S Preferred Stock deposited in accordance with the provisions of this Section, together

with the other documents required as above specified, and upon recordation of the Series S Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject

to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or

Receipts evidencing in the aggregate the number of Depositary Shares representing the Series S Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver

such Receipt or Receipts at the Depositary’s Office.

The Corporation shall cause to be provided an opinion of counsel prior to the

date hereof to set up reserve of Depositary Shares and related to the Series S Preferred Stock. The opinion shall state that: (1) the Depositary Shares and the Series S Preferred Stock have been registered under the Securities Act; and

(2) when the Series S Preferred Stock is issued and delivered against payment therefor as provided in the Underwriting Agreement, will be duly and validly issued and fully paid and non-assessable.

-4-

Section 2.3. Registration of Transfer of Receipts.

Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of

Receipts upon any surrender thereof by the Holder, properly endorsed or accompanied by a properly executed instrument of transfer and including a signature guarantee from an eligible guarantor institution participating in a signature guarantee

program approved by the Securities Transfer Association, and any other evidence of authority that may be reasonably required by the Depositary. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of

Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto.

Section 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal

of Series S Preferred Stock

Upon surrender of a Receipt or Receipts at the Depositary’s Office for the purpose of effecting

a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized denomination

or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the Holder of the Receipt or Receipts so

surrendered.

Any Holder of a Receipt or Receipts may withdraw the number of whole shares of Series S Preferred Stock and all money and

other property, if any, represented thereby by surrendering such Receipt or Receipts at the Depositary’s Office. Thereafter, without unreasonable delay, the Depositary shall deliver to such Holder, or to the person or persons designated by

such Holder as hereinafter provided, the number of whole shares of Series S Preferred Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but Holders of such whole shares of Series S

Preferred Stock will not thereafter be entitled to deposit such Series S Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the Holder to the Depositary in connection with such

withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Series S Preferred Stock, Depositary shall at the same time, in addition to such number of whole shares

of Series S Preferred Stock and such money and other property, if any, to be so withdrawn, deliver to such Holder, or subject to Section 2.3 upon his order, a new Receipt evidencing such excess number of Depositary Shares.

In no event will fractional shares of Series S Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery

of the Series S Preferred Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate.

-5-

If the Series S Preferred Stock and the money and other property, if any, being withdrawn

are to be delivered to a person or persons other than the Record Holder of the related Receipt or Receipts being surrendered for withdrawal of such Series S Preferred Stock, such Holder shall execute and deliver to the Depositary a written order so

directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such Holder for withdrawal of such shares of Series S Preferred Stock be properly endorsed in blank or accompanied by a properly executed instrument

of transfer in blank.

Delivery of the Series S Preferred Stock and the money and other property, if any, represented by Receipts

surrendered for withdrawal shall be made by the Depositary at the Depositary’s Office.

Section 2.5. Limitations on

Execution and Delivery, Transfer, Surrender and Exchange of Receipts.

As a condition precedent to the execution and delivery,

registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Corporation may require payment to it of a sum sufficient for

the payment (or, in the event that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any charges or expenses payable by the Holder of a Receipt pursuant to Section 5.7, may require the production of

evidence satisfactory to it as to the identity and genuineness of any signature (which evidence will include a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities

Transfer Association), and any other reasonable evidence of authority that may be required by the Depositary, and may also require compliance with such regulations, if any, as the Depositary or the Corporation may establish consistent with the

provisions of this Deposit Agreement and/or applicable law.

The deposit of the Series S Preferred Stock may be refused, the delivery of

Receipts against Series S Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the

register of stockholders of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Corporation at any time or from time to time because of any

requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.

Section 2.6. Lost Receipts, etc.

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like

form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of evidence satisfactory to the

Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof and (ii) the Holder thereof furnishing of the Depositary with an affidavit and an indemnity or bond reasonably

satisfactory to the Depositary. Such Holder shall also comply with such other reasonable regulations and pay such other reasonable charges as the Depositary may prescribe and as required by Section 8-405

of the Uniform Commercial Code in effect in the State of New York.

-6-

Section 2.7. Cancellation and Destruction of Surrendered Receipts.

All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by

applicable law or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled.

Section 2.8.

Redemption of Series S Preferred Stock

Whenever the Corporation shall be permitted and shall elect to redeem shares of Series S

Preferred Stock in accordance with the terms of the Articles of Amendment, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than ten days and not more than 60 days prior to

the Redemption Date (as defined below), notice of the date of such proposed redemption of Series S Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be

accompanied by a certificate from the Corporation stating that such redemption of Series S Preferred Stock is in accordance with the provisions of the Articles of Amendment. On the date of such redemption, provided that the Corporation shall then

have paid or caused to be paid in full to the Depositary the Redemption Price (as such term is defined in the Articles of Amendment) of the Series S Preferred Stock to be redeemed, in accordance with the provisions of the Articles of Amendment, the

Depositary shall redeem the number of Depositary Shares representing such Series S Preferred Stock. Notice of the Corporation’s redemption of Series S Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares

representing the Series S Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or (2) transmitted by such other method

approved by the Depositary, in its reasonable discretion, in either case not less than five days and not more than 60 days prior to the date fixed for redemption of such Series S Preferred Stock and Depositary Shares (the “Redemption

Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any

notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the

Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed;

(iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series S Preferred Stock

represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata

or by lot.

Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the

Corporation shall have failed to provide the funds necessary to redeem the Series S Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series S Preferred Stock so called for redemption shall

cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing

-7-

such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such

redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the

Depositary at a redemption price per Depositary Share equal to one-twenty-fifth of the Redemption Price (as such term is defined in the Articles of Amendment) per share of Series S Preferred Stock so redeemed plus all money and other property, if

any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of the Series S Preferred Stock to be so redeemed and have not

theretofore been paid (it being understood that, in accordance with the provisions of the Articles of Amendment, any declared but unpaid dividends payable on a Redemption Date that occurs subsequent to the record date fixed pursuant to

Section 4.4 for a dividend period shall not be paid to the Holder of a Receipt entitled to receive the redemption price on the Redemption Date, but rather shall be paid to the Holder of such Receipt on such record date).

If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such

Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

ARTICLE III

CERTAIN

OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION

Section 3.1. Filing Proofs, Articles of Amendment and Other

Information.

Any Holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other

information, to execute such certificates and to make such representations and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The Depositary or the Corporation may withhold the delivery, or delay the

registration of transfer or redemption, of any Receipt or the withdrawal of the Series S Preferred Stock represented by the Depositary Shares and evidenced by a Receipt or the distribution of any dividend or other distribution or the sale of any

rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made.

Section 3.2. Payment of Taxes or Other Governmental Charges.

Holders of Receipts shall be obligated to make payments to Computershare of certain charges and expenses, as provided in Section 5.7.

Registration of transfer of any Receipt or any withdrawal of Series S Preferred Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any

dividends, interest payments or other distributions may be withheld or any part of or all the Series S Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the

account of the Holder thereof (after attempting by reasonable means to notify such Holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such

charges or expenses, the Holder of such Receipt remaining liable for any deficiency.

-8-

Section 3.3. Warranty as to Series S Preferred Stock.

The Corporation hereby represents and warrants that the Series S Preferred Stock, when issued, will be duly authorized, validly issued, fully

paid and nonassessable. Such representation and warranty shall survive the deposit of the Series S Preferred Stock and the issuance of the related Receipts.

Section 3.4. Warranty as to Receipts.

The Corporation hereby represents and warrants that the Receipts, when issued, will represent legal and valid interests in the Series S

Preferred Stock. Such representation and warranty shall survive the deposit of the Series S Preferred Stock and the issuance of the Receipts.

ARTICLE IV

THE

DEPOSITED SECURITIES; NOTICES

Section 4.1. Cash Distributions.

Whenever Computershare shall receive any cash dividend or other cash distribution on the Series S Preferred Stock, Computershare shall, subject

to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of

Depositary Shares evidenced by the Receipts held by such Holders; provided, however, that in case the Corporation or Computershare shall be required to withhold and shall withhold from any cash dividend or other cash distribution in respect of the

Series S Preferred Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. Computershare shall distribute or make available for distribution, as the

case may be, only such amount, however, as can be distributed without attributing to any Holder of Receipts a fraction of one cent, and any balance not so distributable shall be held by Computershare (without liability for interest thereon) and

shall be added to and be treated as part of the next sum received by Computershare for distribution to Record Holders of Receipts then outstanding. Each Holder of a Receipt shall provide Computershare with its certified tax identification number on

a properly completed Form W-8 or W-9, as may be applicable. Each Holder of a Receipt acknowledges that, in the event of

non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distributions to be made hereunder.

All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of

services (the “Funds”) shall be held by Computershare as agent for the Corporation and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Corporation. Until paid pursuant to this Deposit

Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by S&P Global Ratings, acting

through Standard & Poor’s Financial Services LLC (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), respectively, (iii) money

-9-

market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or

bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer

Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this

paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments.

Computershare shall not be obligated to pay such interest, dividends or earnings to the Corporation, any holder or any other party.

Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges.

Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series S Preferred Stock,

the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in

proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary

such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation

with the Corporation, such distribution not to be feasible, the Depositary may, with the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at

public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for

distribution, as the case may be, by the Depositary to Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to the

Depositary and the Depositary shall not make any distribution of such securities or property to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities or property have been registered

under the Securities Act or do not need to be registered in connection with such distributions.

Section 4.3. Subscription

Rights, Preferences or Privileges.

If the Corporation shall at any time offer or cause to be offered to the persons in whose names

the Series S Preferred Stock is recorded on the books of the Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or

privileges shall in each such instance be made available by the Depositary to the Record Holders of Receipts in such manner as the Corporation shall direct and the Depositary shall agree, either by the issue to such Record Holders of warrants

representing such rights, preferences or privileges or by such other method as may be approved by the Corporation in its discretion with the acknowledgement of the Depositary; provided, however, that (i) if at the time of issue or offer of any

such rights, preferences or

-10-

privileges the Corporation determines that it is not lawful or (after consultation with the Depositary) not feasible to make such rights, preferences or privileges available to Holders of

Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Corporation, in its discretion (with

acknowledgement of the Depositary, in any case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges

permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed

by the Depositary to the Record Holders of Receipts entitled thereto as provided by Section 4.1 in the case of a distribution received in cash.

The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences

or privileges relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Corporation agrees with the Depositary that it will file promptly a registration

statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in

advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the Holders of Receipts any right, preference or

privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and

sale of such securities to the Holders are exempt from registration under the provisions of the Securities Act.

The Corporation shall

notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to Holders

of Receipts, and the Corporation agrees with the Depositary that the Corporation will use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights,

preferences or privileges to enable such Holders to exercise such rights, preferences or privileges.

Section 4.4. Notice of

Dividends, etc.; Fixing Record Date for Holders of Receipts.

Whenever any cash dividend or other cash distribution shall become

payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to the Series S Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which

holders of the Series S Preferred Stock are entitled to vote or of which holders of the Series S Preferred Stock are entitled to notice, or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such

instance fix a record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Series S Preferred Stock) for the determination of the Holders of Receipts who

shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of

such meeting or for any other appropriate reasons.

-11-

Section 4.5. Voting Rights.

Subject to the provisions of the Articles of Amendment, upon receipt of notice of any meeting at which the holders of the Series S Preferred

Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the Record Holders of Receipts a notice prepared by the

Corporation which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the Holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting

rights pertaining to the amount of Series S Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by

the Corporation) and a brief statement as to the manner in which such instructions may be given. Upon the written request of the Holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause

to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Series S Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions

are received. The Corporation hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Series S Preferred Stock or cause such Series S Preferred Stock to be voted. In

the absence of specific instructions from Holders of Receipts, the Depositary will vote the Series S Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Holders proportionately with votes cast pursuant to

instructions received from the other Holders.

Section 4.6. Changes Affecting

Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or stated value, split-up, combination or any other reclassification of the Series S Preferred Stock,

subject to the provisions of the Articles of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party, the Corporation may, in its discretion and with the acknowledgement of

the Depositary, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented by one Depositary Share in one share of Series S Preferred Stock and in the ratio of the redemption price per Depositary

Share to the Redemption Price (as such term is defined in the Articles of Amendment) per share of Series S Preferred Stock, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification of the Series S Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the

Depositary in exchange for or upon conversion of or in respect of the Series S Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series S Preferred Stock. In any such case, the

Corporation may, in its discretion and with the acknowledgement of the Depositary, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new

deposited securities. Anything to the contrary herein notwithstanding, Holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up,

-12-

combination or other reclassification of the Series S Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with

instructions to convert, exchange or surrender the Series S Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares and other securities and property and cash into which the Series S Preferred Stock

represented by such Receipts might have been converted or for which such Series S Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction.

Section 4.7. Delivery of Reports.

The Depositary shall furnish to Holders of Receipts any reports and communications received from the Corporation which is received by the

Depositary and which the Corporation is required to furnish to the holders of the Series S Preferred Stock.

Section 4.8. Lists

of Receipt Holders.

Reasonably promptly upon request from time to time by the Corporation, at the sole expense of the Corporation,

the Depositary shall furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all registered Holders of Receipts.

ARTICLE V

THE

DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION

Section 5.1. Maintenance of Offices, Agencies

and Transfer Books by the Depositary; Registrar.

Upon execution of this Deposit Agreement, the Depositary shall maintain at the

Depositary’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery,

registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement.

The

Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books at all reasonable times during regular business hours shall be made available for inspection by the Record

Holders of Receipts; provided that any such Holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person’s interest as an owner of Depositary

Shares evidenced by the Receipts.

The Depositary may close such books, at any time or from time to time, when deemed expedient by it in

connection with the performance of its duties hereunder.

-13-

The Corporation may appoint a Registrar for registration of the Receipts or the Depositary

Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Series S Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Corporation will appoint a

Registrar for registration of the Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a

substitute registrar appointed by the Corporation. If the Receipts, Depositary Shares or Series S Preferred Stock are listed on one or more other securities exchanges, the Depositary will, at the request of the Corporation, arrange such facilities

for the delivery, registration, registration of transfer, surrender and exchange of the Receipts, Depositary Shares or Series S Preferred Stock as may be required by law or applicable securities exchange regulation.

Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the

Corporation.

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall incur any

liability to any Holder of Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s

Agent or the Registrar, by reason of any provision, present or future, of the Corporation’s Restated Articles of Incorporation, as amended (including the Articles of Amendment) or by reason of any act of God, terrorist acts, pandemics,

epidemics, war, or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing or

performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Corporation incur liability to any Holder of a Receipt (i) by

reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to

exercise, any discretion provided for in this Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement. Neither the Depositary nor any Depositary’s Agent nor any Registrar shall incur any liability to the

Corporation or any other person or entity for any nonperformance or delay resulting from any of the matters set forth in the preceding sentence.

Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation.

Neither the Depositary nor any Depositary’s Agent nor any Registrar assumes any obligation or shall be subject to any liability under

this Deposit Agreement to Holders of Receipts or any other person or entity other than for its gross negligence, willful misconduct, bad faith or fraud (in each case as determined by a final non-appealable judgment of a court of competent

jurisdiction). The Corporation shall not assume any obligation nor shall be subject to any liability under this Deposit Agreement to Holders of Receipts other than for its negligence, willful misconduct, bad faith or fraud (in each case as

determined by a final non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Corporation

shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Notwithstanding anything contained herein to the contrary, the

Depositary’s aggregate liability during any term of this Deposit Agreement with respect to, arising from, or arising in connection with this Deposit

-14-

Agreement, or from all services provided or omitted to be provided under this Deposit Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amount of

fees paid by the Corporation to the Depositary pursuant to this Deposit Agreement during the twelve (12) months immediately preceding the event for which recovery from the Depositary, but not including reimbursable expenses; provided, however, that

the limitation of liability set forth in this sentence shall not apply to any act or omission of the Depositary constituting recklessness, willful misconduct, bad faith, or fraud.

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall be under any obligation to appear in,

prosecute or defend any action, suit or other proceeding in respect of the Series S Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all

expense and liability be furnished as often as may be required.

No provision of this Deposit Agreement shall require the Depositary to

expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it believes that repayment of such funds or adequate indemnity against

such risk or liability is not reasonably assured to it.

Neither the Depositary nor any Depositary’s Agent nor any Registrar shall

be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series S Preferred Stock for deposit, any Holder of a Receipt or any other person

believed by it in the absence of bad faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar may each rely and shall each be protected in acting upon or omitting to act upon any written notice,

request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

The Depositary may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or

through its attorneys or agents, and the Depositary shall not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation, to the Holders of the Receipts or

any other person or entity resulting from any such act, omission, default, neglect or misconduct, absent gross negligence, willful misconduct or bad faith in the selection and continued employment thereof (which gross negligence, willful misconduct

or bad faith must be determined by a final, non-appealable judgment of a court of competent jurisdiction).

The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of Series S Preferred Stock or

for the manner or effect of any such vote made, as long as any such action or non-action is not taken in bad faith (as determined by a final, non-appealable decision of

a court of competent jurisdiction). The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or

obligations shall be read into this Deposit Agreement against the Depositary or any Registrar.

-15-

The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any

class of securities of the Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Corporation and its affiliates.

The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of

this Deposit Agreement or of the Receipts, the Depositary Shares or the Series S Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for

advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments.

In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other

communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to

taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the

Corporation, any Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty

to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.

From

time to time, the Corporation may provide the Depositary with instructions concerning the services performed by the Depositary hereunder. In addition, at any time the Depositary may apply to any officer of the Corporation for instruction with

respect to any matter arising in connection with the services to be performed by the Depositary under this Deposit Agreement. The Depositary and Depositary’s Agents shall not be liable and shall be indemnified by the Corporation for any action

taken or omitted by the Depositary in reliance upon any Corporation instructions. The Depositary shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Corporation.

The Depositary may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an

“eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution

for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.

Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor Depositary.

The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such

resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but not later than 30 days of the delivery of such notice to the Corporation.

-16-

Upon the delivery of 30 days’ notice, the Depositary may at any time be removed by the

Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided, but not later than 30 days from

the delivery to the Depositary of such notice.

In case at any time the Depositary acting hereunder shall resign or be removed, the

Corporation shall, within 30 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and

having a combined capital and surplus, including with its affiliates, of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 30 days after delivery of such notice, the resigning or

removed Depositary or a Record Holder of Receipts may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation an

instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all

purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all

rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Series S Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a

list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor

Depositary, in its reasonable discretion, notice of its appointment to the Record Holders of Receipts.

Any entity into or with which the

Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may

authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary.

Section 5.5.

Corporate Notices and Reports.

The Corporation agrees that it will deliver to the Depositary, and the Depositary will, promptly

after receipt thereof, transmit to the Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation financial statements) required by law, by the

rules of any national securities exchange upon which the Series S Preferred Stock, the Depositary Shares or the Receipts are listed or by the Corporation’s Restated Articles of Incorporation, as amended (including the Articles of Amendment),

to be furnished to the Record Holders of Receipts. Such transmission will be at the Corporation’s expense and the Corporation will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In

addition, the Depositary will transmit to the Record Holders of Receipts at the Corporation’s expense such other documents as may be requested by the Corporation.

-17-

From

time-to-time and after the date hereof, the Corporation agrees that it will perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all

such further and other acts, documents, instruments and assurances as may be reasonably required by the Depositary for the carrying out or performing by the Depositary of the provisions of this Deposit Agreement.

Section 5.6. Indemnification by the Corporation.

Notwithstanding Section 5.3 to the contrary, the Corporation shall indemnify the Depositary, any Depositary’s Agent and any

Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which

may arise out of acts performed, taken or omitted to be taken in connection with this Deposit Agreement and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary’s Agent) and any transactions

or documents contemplated hereby, including Depositary’s reliance on any instructions of the Corporation delivered to the Depositary hereunder, except for any liability arising out of gross negligence, willful misconduct or bad faith (in each

case as determined in a final, non-appealable judgment of a court of competent jurisdiction) on the respective parts of any such person or persons. The obligations of the Corporation set forth in this

Section 5.6 shall survive the expiration of the Receipts, termination of this Deposit Agreement and any succession of any Depositary, Registrar or Depositary’s Agent.

Section 5.7. Fees, Charges and Expenses.

The Corporation agrees promptly to pay the Depositary compensation, in accordance with a fee schedule to be mutually agreed upon, for all

services rendered by the Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) in connection with the services rendered by it (or such agent or

Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Series S Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of

Series S Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series S Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely

from the existence of the depositary arrangements and shall require Holders of Depositary Shares evidenced by Receipts to pay all other transfer and other taxes and governmental charges. The Depositary shall not have any duty or obligation to take

any action under this or any other section of this Deposit Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. The Depositary shall present its statement for charges and

expenses to the Corporation at such intervals as the Corporation and the Depositary may agree using the Ariba invoicing system (or using such other system or means of presenting statements for charges and expenses as the Corporation and the

Depositary may mutually agree from time to time hereafter).

-18-

Section 5.8. Tax Compliance.

The Depositary, on its own behalf and on behalf of the Corporation, will comply with all applicable certification, information reporting, and

withholding (including “backup withholding”) requirements imposed by applicable tax laws, regulations, or administrative practice with respect to (i) any payments made with respect to the Depositary Shares or (ii) the issuance,

delivery, holding, transfer, redemption, or exercise of rights under the Receipts or the Depositary Shares. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all

amounts required to be withheld to the appropriate taxing authority or its designated agent. The Depositary shall comply with any direction received from the Corporation with respect to the application of such requirements to particular payments or

holders or in other particular circumstances and may, for purposes of this Deposit Agreement, rely on any such direction in accordance with the provisions of Section 5.3 hereof. The Depositary shall maintain all appropriate records documenting

compliance with such requirements, and shall make such records available on request to the Corporation or to its authorized representatives.

ARTICLE VI

AMENDMENT

AND TERMINATION

Section 6.1. Amendment.

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the

Corporation and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely alter the rights of the Holders of Receipts shall be effective against the

Holders of Receipts unless such amendment shall have been approved by the Holders of Receipts representing in the aggregate at least a two-thirds majority of the Depositary Shares then outstanding. Every Holder of an outstanding Receipt at the time

any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right, subject

to the provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder the Series S Preferred Stock and all

money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission, or applicable securities exchange. As a

condition precedent to the Depositary’s execution of any amendment, the Corporation shall deliver to the Depositary a certificate from a duly authorized officer of the Corporation that states that the proposed amendment is in compliance with

the terms of this Section 6.1. No supplement or amendment to this Agreement shall be effective unless duly executed by the Depositary.

Section 6.2. Termination.

This Deposit Agreement may be terminated by the Corporation or the Depositary only if (i) all outstanding Depositary Shares issued

hereunder have been redeemed pursuant to Section 2.8, (ii) there shall have been made a final distribution in respect of the Series S Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation and such

distribution shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant to Section 4.1 or 4.2, as applicable, (iii) upon the consent of Holders of Receipts representing in the aggregate not less than two-thirds of the Depositary Shares outstanding. or (iv) at any time by any party upon a material breach of a representation, covenant or term of this Deposit Agreement by any other party which is not cured

within a period not to exceed thirty (30) days after the date of written notice thereof by one of the other parties.

-19-

Upon the termination of this Deposit Agreement, the Corporation shall be discharged from all

obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7 (including as to any services of the Depositary, any Depositary’s Agent and any

Registrar that are necessary following and in connection with the termination of this Deposit Agreement); provided further that Sections 5.2, 5.3, 5.6, 7.4, 7.7 and 7.10 shall survive the termination of this Deposit Agreement and any succession of

any Depositary, Registrar or Depositary’s Agent.

ARTICLE VII

MISCELLANEOUS

Section 7.1. Counterparts.

This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which

counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. A signature to this Deposit Agreement transmitted electronically shall have the same

authority, effect, and enforceability as an original signature.

Section 7.2. Exclusive Benefit of Parties.

This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed

to give any legal or equitable right, remedy or claim to any other person whatsoever.

Section 7.3. Invalidity of Provisions.

In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid,

illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby; provided, however, that if such excluded

provision shall affect the rights, immunities, liabilities, duties or obligations of the Depositary, the Depositary shall be entitled to resign upon 30 days written notice provided to the Corporation.

-20-

Section 7.4. Notices.

Any and all notices to be given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to have been duly

given if personally delivered or sent by mail, overnight delivery or by telegram or facsimile transmission or electronic mail, confirmed by letter, addressed to the Corporation at

Truist Financial Corporation

214

North Tryon Street

Charlotte, North Carolina 28202

Attention: Treasurer

Facsimile

No.: 704.342.7040

or at any other addresses of which the Corporation shall have notified the Depositary in writing.

Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly

given if personally delivered or sent by mail, overnight delivery or by facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary’s Office at

Computershare Trust Company, N.A.

150 Royall Street Canton, Massachusetts 02021

Attention: General Counsel

Facsimile No.: 781.575.4210

or at any other

address of which the Depositary shall have notified the Corporation in writing.

Except as otherwise provided herein, any and all notices

to be given to any Record Holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, facsimile transmission or confirmed by letter, addressed to such

Record Holder at the address of such Record Holder as it appears on the books of the Depositary, or if such Holder shall have timely filed with the Depositary a written request that notices intended for such Holder be mailed to some other address,

at the address designated in such request. Delivery of a notice sent by mail or by facsimile transmission as provided in the previous sentence shall be deemed to be effected at the time when a duly addressed letter containing the same (or a

confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post office letter box; provided, that the Depositary or the Corporation may, however, act upon any facsimile transmission received by it from

the other or from any Holder of a Receipt, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid.

Section 7.5. Depositary’s Agents.

The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this

Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly notify the Corporation of any such action.

-21-

Section 7.6. Appointment of Registrar, Transfer Agent, Dividend

Disbursing Agent and Redemption Agent in Respect of the Series S Preferred Stock.

Unless otherwise set forth on the

Officer’s Certificate delivered pursuant to Section 2.2 hereof, the Corporation hereby appoints the Trust Company as registrar, transfer agent and redemption agent and Computershare as dividend disbursing agent in respect of the Series S

Preferred Stock deposited with the Depositary hereunder, and the Trust Company and Computershare hereby accept such appointments. With respect to the appointments of the Trust Company as registrar, transfer agent and redemption agent and

Computershare as dividend disbursement agent in respect of the Series S Preferred Stock, the Trust Company and Computershare, in their respective capacity under such appointment, shall be entitled to the same rights, indemnities, immunities and

benefits as the Depositary hereunder as if explicitly named in each such provision.

Section 7.7. Governing Law. This Deposit Agreement and the Receipts of each

series and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable conflicts of law principles.

Section 7.8. Inspection of Deposit Agreement.

Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s Agents and shall be made available for

inspection during business hours upon reasonable notice to the Depositary by any Holder of a Receipt.

Section 7.9. Headings.

The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have

been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.

Section 7.10. Confidentiality.

The Depositary and the Corporation agree that all books, records, information and data pertaining to the business of the other party,

including, inter alia, personal, non-public Holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Deposit Agreement, shall remain confidential, and

shall not be voluntarily disclosed to any other person. However, each party may disclose relevant aspects of the other party’s confidential information to its officers, affiliates, agents, subcontractors and employees, each bound by

obligations of confidentiality consistent with this Deposit Agreement, to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law; provided that the party

disclosing the other party’s confidential information to any other person shall remain liable to the other party for any breach of the confidentiality by any such other person.

-22-

IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Deposit

Agreement as of the day and year first above set forth.

TRUIST FINANCIAL CORPORATION

By:

/s/ August Husmillo

Name:

August Husmillo

Title:

Executive Vice President and Head of Corporate Funding

COMPUTERSHARE INC.

By:

/s/ Shirley Nessralla

Name:

Shirley Nessralla

Title:

Senior Vice President, Client Management

COMPUTERSHARE TRUST COMPANY, N.A.,

By:

/s/ Shirley Nessralla

Name:

Shirley Nessralla

Title:

Senior Vice President, Client Management

Signature Page to Deposit

Agreement

EXHIBIT A

FORM OF RECEIPT

Please see

attached.

A-1

THE DEPOSITARY SHARES REPRESENTED BY THIS CERTIFICATE ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER

OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

UNLESS THIS RECEIPT IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO TRUIST FINANCIAL CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS

REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF

DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

DEPOSITARY SHARES

DR-1

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH

REPRESENTING ONE-TWENTY-FIFTH OF ONE SHARE OF

6.250% SERIES S FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK,

TRUIST FINANCIAL CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA

CUSIP 89832Q AK5

SEE REVERSE FOR

CERTAIN DEFINITIONS

Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., a national banking association,

acting jointly as Depositary (the “Depositary”), hereby certifies that CEDE & Co. is the registered owner of Five Hundred Thousand (500,000) DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing

one-twenty-fifth of one share of 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, liquidation preference $25,000 per share, par value $5.00 per

share (the “Series S Preferred Stock”), of Truist Financial Corporation, a North Carolina corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit

Agreement, dated as of May 15, 2026 (the “Deposit Agreement”), between the Corporation and the Depositary. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and

conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by either the manual or

facsimile signature of a duly authorized officer. To the extent a Registrar (other than the Depositary) is also appointed, such Registrar may countersign by either the manual or facsimile signature of a duly authorized officer thereof.

A-2

Dated: May 15, 2026

Computershare Inc. and Computershare Trust Company, N.A., acting jointly as Depositary

By:

Authorized Officer

A-3

(REVERSE OF RECEIPT)

TRUIST FINANCIAL CORPORATION

TRUIST FINANCIAL CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPT HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR

SUMMARY OF THE ARTICLES OF AMENDMENT RELATING TO THE 6.250% SERIES S FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK OF TRUIST FINANCIAL CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE

DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.

The Corporation will furnish without charge to each receipt holder who so requests the

powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such

request may be made to the Corporation or to the Registrar.

EXPLANATION OF ABBREVIATIONS

The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written

out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.

Abbreviation

Equivalent Phrase

Abbreviation

Equivalent Phrase

JT TEN

TEN IN COM

As joint tenants, with right of survivorship and not as tenants in common

As tenants in common

TEN BY ENT

UNIF GIFT MIN ACT

As tenants by the entireties

Uniform Gifts to Minors Act

Abbreviation

Equivalent Word

Abbreviation

Equivalent Word

Abbreviation

Equivalent Word

ADM

AGMT

ART

CUST

DEC

Administrator(s),

Administratrix

Agreement

Article

Chapter

Custodian for

Declaration

FBO

FDN

GDN

GDNSHP

MIN

Executor(s),

Executrix

For the benefit of

Foundation

Guardian(s)

Guardianship

Minor(s)

PAR

Paragraph

Public Law

(As) trustee(s), for,

of,

Under

Under agreement

Under will of, Of

will of, Under last

will & testament

EST Estate, of Estate of

For value received, hereby sell(s), assign(s) and transfer(s) unto

(INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

(PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably

constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in

the premises.

A-4

Dated:

Signature:

NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt, in every particular, without alteration or

enlargement, or any change whatsoever.

SIGNATURE GUARANTEED

NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and

credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

A-5

EXHIBIT B

FORM OF OFFICER’S CERTIFICATE

I, [name] , [title] of Truist Financial Corporation (the

“Corporation”), hereby certify that pursuant to the terms of Articles of Amendment filed with the Secretary of State of the State of North Carolina on May 13, 2026 (the “Articles of Amendment”), and pursuant to

resolutions adopted at a meeting of the Board of Directors of the Corporation (the “Board”) on March 24, 2026 and resolutions of the Series S Committee of the Board adopted on May 12, 2026, the Corporation has established the

6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $5.00 par value, with a liquidation preference of $25,000 per share, which the Corporation desires to deposit with the Depositary for

the purposes of being subject to the terms and conditions of the Deposit Agreement, dated as of May 15, 2026, by and between the Corporation, on the one hand, and Computershare Trust Company, N.A. and Computershare Inc., jointly as Depositary,

on the other hand (the “Deposit Agreement”). In connection therewith, the Board of Directors or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series S Preferred Stock as described in the

Articles of Amendment attached as Annex A hereto. Any terms of the Series S Preferred Stock that are not so described in the Articles of Amendment and any terms of the Receipts representing such Series S Preferred Stock that are not described in the

Deposit Agreement are described below:

Aggregate Number of shares of Series S Preferred Stock issued on the day hereof:

CUSIP Number for Receipt:

Denomination of Depositary Share per

share of Series S Preferred Stock (if different than 1/25th of a share of Series S Preferred Stock):

Redemption Provisions (if different than as set

forth in the Deposit Agreement):

Name of Global Receipt Depositary:

Name of Registrar with Respect to the Receipts (if other than Computershare Trust Company, N.A.):

Name of Registrar, Transfer Agent and Redemption Agent with Respect to the Series S Preferred Stock (if other than Computershare Trust Company, N.A.):

Name of Dividend Disbursing Agent with Respect to the Series S Preferred Stock (if other than Computershare Inc.)

Special terms and conditions:

Closing date:

All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.

B-1

Date: May 15, 2026

By:

Name:

August Husmillo

Title:

Executive Vice President and Head of Corporate Funding

[Signature Page to

Officer’s Certificate pursuant to the DA]

EX-5.1

Filename: d121447dex51.htm · Sequence: 5

EX-5.1

Exhibit 5.1

Mayer Brown LLP

1221 Avenue of the Americas

New

York, NY 10020-1001

United States of America

T: +1 212 506 2500

F: +1 212 262

1910

www.mayerbrown.com

May 15, 2026

Truist Financial Corporation

214 North Tryon Street

Charlotte, North Carolina 28202

Re: 500,000 Depositary

Shares (the “Depositary Shares”), Each Representing a 1/25th Interest in a Share of 6.250% Series S Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock (the “Preferred Stock”)

Ladies and Gentlemen:

We have acted as

counsel to Truist Financial Corporation, a North Carolina corporation (the “Company”), in connection with a Registration Statement on

Form S-3 (File No. 333-276600) filed on January 19, 2024 (the “Registration Statement”) with the Securities and Exchange Commission

pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the issuance and sale of the Depositary Shares, pursuant to an Underwriting Agreement, dated May 12, 2026 (the “Underwriting Agreement”), among

the Company and Truist Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed on Schedule II thereto, and the issuance and

deposit of the Preferred Stock, against the delivery of the Depositary Receipts (the “Depositary Receipts”) evidencing the Depositary Shares, to be issued by Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary

(collectively, the “Depositary”) under the Deposit Agreement, dated as of May 15, 2026 (the “Deposit Agreement”) between the Company, the Depositary and the holders from time to time of the Depositary Receipts.

In rendering the opinions expressed herein, we have examined (i) the Registration Statement, (ii) the global certificate

representing the Depositary Receipts, (iii) the Deposit Agreement, (iv) the Underwriting Agreement, (v) the Articles of Incorporation of the Company, as amended and restated; (vi) the Bylaws of the Company, as amended and

restated; and (vii) resolutions of the Company’s board of directors and/or committees thereof relating to the issuance of the Preferred Stock and offering of the Depositary Shares. In addition, we have examined such other documents,

certificates and opinions and have made such further

Mayer Brown is a global services provider comprising an association of legal practices

that are separate entities including

Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown

Hong Kong LLP (a Hong Kong limited liability

partnership) and Tauil & Chequer Advogados (a Brazilian law partnership).

Mayer Brown LLP

May 15, 2026

Page

investigation as we have deemed necessary or appropriate for the purposes of the opinions expressed below. In expressing the opinions set forth below, we have assumed the genuineness of all

signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, conformed or photostatic copies, the authenticity and completeness of all original

documents reviewed by us in original or copy form and the legal competence of each individual executing any document. As to all parties other than the Company, we have assumed the due authorization, execution and delivery of all documents, and we

have assumed the validity and enforceability of all documents against all parties thereto, other than the Company, in accordance with their respective terms.

Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Preferred

Stock has been validly issued and is fully paid and nonassessable, and the Depositary Receipts evidencing the Depositary Shares have been validly issued and entitle the holders thereof to the rights specified in the Depositary Receipts and the

Deposit Agreement, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and

(ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity).

We are admitted to practice law in the States of New York and North Carolina and our opinions expressed herein are limited solely to the

Federal laws of the United States of America, the laws of the States of New York and North Carolina, and we express no opinion herein concerning the laws of any other jurisdiction.

This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any

other matters relating to the Company or any other person, or any other document or agreement involved with issues addressed herein. We assume no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought

to our attention and which may alter, affect or modify the opinions expressed herein.

We hereby consent to the filing of this opinion as

an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and to the reference to us under the

caption “Legal Matters” in the Prospectus Supplement relating to the Depositary Shares and the Preferred Stock, dated May 12, 2026, which is part of the Registration Statement. In giving this consent, we do not thereby admit that we

are in the category of persons whose consent is required under Section 7 of the Securities Act.

Mayer Brown LLP

May 15, 2026

Page

Very truly yours,

/s/ Mayer Brown LLP

MAYER BROWN LLP

GRAPHIC

Filename: g121447g0514134052266.jpg · Sequence: 10

Binary file (5096 bytes)

Download g121447g0514134052266.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 12

v3.26.1

Document and Entity Information

May 13, 2026

Document And Entity Information [Line Items]

Entity Registrant Name

TRUIST FINANCIAL CORP

Amendment Flag

false

Entity Central Index Key

0000092230

Current Fiscal Year End Date

--12-31

Document Type

8-K

Document Period End Date

May 13, 2026

Entity File Number

1-10853

Entity Incorporation State Country Code

Entity Tax Identification Number

56-0939887

Entity Address, Address Line One

214 North Tryon Street

Entity Address, City or Town

Charlotte

Entity Address, State or Province

Entity Address, Postal Zip Code

28202

City Area Code

(844)

Local Phone Number

487-8478

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock [Member]

Document And Entity Information [Line Items]

Security 12b Title

Common Stock, $5 par value

Trading Symbol

TFC

Security Exchange Name

NYSE

Series I Preferred Stock [Member]

Document And Entity Information [Line Items]

Security 12b Title

Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock

Trading Symbol

TFC.PI

Security Exchange Name

NYSE

Series J Preferred Stock [Member]

Document And Entity Information [Line Items]

Security 12b Title

5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock

Trading Symbol

TFC.PJ

Security Exchange Name

NYSE

Series O Preferred Stock [Member]

Document And Entity Information [Line Items]

Security 12b Title

Depositary Shares, each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock

Trading Symbol

TFC.PO

Security Exchange Name

NYSE

Series R Preferred Stock [Member]

Document And Entity Information [Line Items]

Security 12b Title

Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock

Trading Symbol

TFC.PR

Security Exchange Name

NYSE

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- References

No definition available.

+ Details

Name:

tfc_DocumentAndEntityInformationLineItems

Namespace Prefix:

tfc_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=tfc_SeriesIPreferredStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=tfc_SeriesJPreferredStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=tfc_SeriesOPreferredStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=tfc_SeriesRPreferredStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: