SUPPLEMENTAL RISK FACTORS
The following supplemental information concerning the Notes is intended to be read in conjunction with the section entitled Risk
Factors in the accompanying prospectus, which the following information supplements and, if there are any inconsistencies, supersedes.
Supplemental Risk Factors Relating to Acceleration Rights, Subordination and Resolution
Events for which acceleration rights under the Notes may be exercised are more limited than those available under the terms of our outstanding
subordinated debt securities issued prior to the issue date of the Notes.
Immediately prior to the delivery of the Notes, we
expect to enter into a fourth supplemental indenture (the fourth supplemental indenture), to be dated July , 2022, between us, as issuer, and U.S. Bank Trust Company, National Association
(successor in interest to U.S. Bank National Association), as trustee (the subordinated trustee), to the indenture governing our subordinated debt securities, dated as of May 24, 1996 and as amended by the first supplemental
indenture, dated as of December 23, 2003, the second supplemental indenture, dated as of September 24, 2004 and the third supplemental indenture, dated as of May 4, 2009 (such indenture as amended or supplemented from time to time,
the subordinated indenture), pursuant to which the terms of our subordinated debt securities to be issued on or after the date of the fourth supplemental indenture, including the Notes, will be modified. The modifications to the terms of
our subordinated debt securities will include, among other things, limiting the circumstances under which the payment of the principal amount of such subordinated debt securities can be accelerated.
All or substantially all of our outstanding subordinated debt securities issued prior to the issue date of the Notes (the existing
subordinated debt securities) provide acceleration rights for certain events relating to the bankruptcy, insolvency or reorganization of Truist Financial Corporation or the bankruptcy, insolvency or reorganization of any Principal Constituent
Bank. However, under the subordinated indenture, as supplemented by the fourth supplemental indenture, for subordinated debt securities issued on or after July , 2022, including the Notes, unless
otherwise specified for a particular series of subordinated debt securities, the only events providing acceleration rights will be certain bankruptcy, insolvency, reorganization or similar proceedings with respect to Truist Financial Corporation
only.
As a result of these differing provisions, if certain events of bankruptcy, insolvency or reorganization occur with respect to any
Principal Constituent Bank, the subordinated trustee and the holders of the existing subordinated debt securities would have acceleration rights that would not be available to the subordinated trustee or the holders of the Notes. Any repayment of
the principal amount of existing subordinated debt securities following the exercise of acceleration rights in circumstances in which such rights are not available to the holders of the Notes could adversely affect our ability to make timely
payments on the Notes thereafter. These limitations on the rights and remedies of holders of the Notes could adversely affect the market value of the Notes, especially during times of financial stress for us or our industry.
Holders of the Notes could be at greater risk for being structurally subordinated if we sell, convey or transfer all or substantially all of our assets
to one or more of our majority-owned subsidiaries.
If we sell, convey or transfer all or substantially all of our assets to one or
more of direct or indirect majority-owned subsidiaries, under the subordinated indenture, as supplemented by the fourth supplemental indenture, for subordinated debt securities issued on or after July
, 2022, including the Notes, such subsidiary or subsidiaries will not be required to assume our obligations under the Notes, and we will remain the sole obligor on the Notes. In such event, creditors of any such subsidiary or subsidiaries would have
additional assets from which to recover on their claims while holders of the Notes would be structurally subordinated to creditors of such subsidiary or subsidiaries with respect to such assets. See Supplemental Description of
NotesConsolidation, Merger, Sale, Conveyance and Lease.
PS-5
Source: streetinsider.com
