1,000,000 Depositary Shares Truist Financial Corporation Each Representing 1/25th Interest in a Share of 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • June 1st, 2020 • Truist Financial Corp • National commercial banks • New York
Truist Financial Corporation (f/k/a BB&T 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 1,000,000 Depositary Shares (the “Shares”), each representing 1/25th ownership interest in a share of the Company’s 4.950% Series P 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”). Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc. 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 between TRUIST FINANCIAL CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of June 1, 2020Deposit Agreement • June 1st, 2020 • Truist Financial Corp • National commercial banks • New York
DEPOSIT AGREEMENT, dated as of June 1, 2020, between (i) TRUIST FINANCIAL CORPORATION, a North Carolina corporation, on the one hand, and (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), on the other hand.
