{"url_path":"/sec/tfc/8-k/2026-05-15/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/92230/0001193125-26-226701-index.html","accession_number":"0001193125-26-226701","cik":"0000092230","ticker":"TFC","issuer_name":"TRUIST FINANCIAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/92230/0001193125-26-226701-index.html","primary_entity_key":"0000092230","primary_entity_name":"TRUIST FINANCIAL CORP"},"word_count":196,"has_tables":true,"body_markdown":"Item 3.03\n\nMaterial Modification to Rights of Security Holders.\n\nUpon 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."}