Fifth Third Bancorp Enters Material Agreement on Preferred Stock
Ticker: FITBM · Form: 8-K · Filed: Jul 23, 2024 · CIK: 35527
Sentiment: neutral
Topics: preferred-stock, capital-structure, financing
Related Tickers: FITB
TL;DR
FITB filing 8-K: They're issuing preferred stock, managing capital structure.
AI Summary
Fifth Third Bancorp entered into a material definitive agreement on July 22, 2024, related to its depositary shares. Specifically, the company is issuing depositary shares representing ownership interests in various series of its preferred stock, including 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock Series I.
Why It Matters
This filing indicates Fifth Third Bancorp is actively managing its capital structure through the issuance of preferred stock, which can impact its financial leverage and dividend payouts.
Risk Assessment
Risk Level: low — The filing is a standard disclosure of a material agreement related to preferred stock issuance, not indicative of immediate financial distress or significant operational changes.
Key Numbers
- 6.625% — Preferred Stock Dividend Rate (Interest rate on a series of preferred stock being issued.)
Key Players & Entities
- Fifth Third Bancorp (company) — Filer
- 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock Series I (company) — Preferred Stock Series
- July 22, 2024 (date) — Agreement Date
FAQ
What is the specific nature of the material definitive agreement entered into by Fifth Third Bancorp?
Fifth Third Bancorp entered into a material definitive agreement related to the issuance of depositary shares representing ownership interests in various series of its preferred stock, as detailed in the filing on July 22, 2024.
Which series of preferred stock are mentioned in the filing?
The filing mentions depositary shares representing ownership interests in 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock Series I, 6.00 Not Cumulative Perpetual Class B Preferred Stock Series A, and 4.95 Not Cumulative Perpetual Preferred Stock Series K.
What is the dividend rate for the 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock Series I?
The dividend rate for the 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock Series I is 6.625%.
When was the material definitive agreement filed?
The material definitive agreement was filed as of July 23, 2024, with the date of change being July 23, 2024, and the report period ending July 22, 2024.
What is the SIC code for Fifth Third Bancorp?
The Standard Industrial Classification (SIC) code for Fifth Third Bancorp is 6022, which corresponds to State Commercial Banks.
Filing Stats: 1,583 words · 6 min read · ~5 pages · Grade level 20 · Accepted 2024-07-23 09:03:06
Key Financial Figures
- $200 million — Fifth Third will purchase approximately $200 million of its outstanding common stock. Fift
Filing Documents
- fitb-20240722.htm (8-K) — 44KB
- fitb-20240722_g1.gif (GRAPHIC) — 8KB
- 0000035527-24-000193.txt ( ) — 257KB
- fitb-20240722.xsd (EX-101.SCH) — 4KB
- fitb-20240722_def.xml (EX-101.DEF) — 17KB
- fitb-20240722_lab.xml (EX-101.LAB) — 34KB
- fitb-20240722_pre.xml (EX-101.PRE) — 18KB
- fitb-20240722_htm.xml (XML) — 6KB
FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING STATEMENTS This report contains statements that we believe are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance, capital actions or business. They usually can be identified by the use of forward-looking language such as "will likely result," "may," "are expected to," "is anticipated," "potential," "estimate," "forecast," "projected," "intends to," or may include other similar words or phrases such as "believes," "plans," "trend," "objective," "continue," "remain," or similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "might," "can," or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K as updated by our filings with the U.S. Securities and Exchange Commission ("SEC"). When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this document. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) deteriorating credit quality; (2) loan concentration by location or industry of
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On July 22, 2024, Fifth Third Bancorp ("Fifth Third") entered into a new share repurchase agreement with Citibank, N.A. ("Citi") pursuant to which Fifth Third will purchase approximately $200 million of its outstanding common stock. Fifth Third is repurchasing the shares of its common stock as part of its 100 million share repurchase program previously announced in a press release on June 18, 2019 and a current report on Form 8-K filed on June 20, 2019. Under the Master Confirmation dated as of August 5, 2019, supplemented by a Supplemental Confirmation dated July 22, 2024 with a notional amount of $200 million (together, the "Repurchase Agreement"), between Fifth Third and Citi, Fifth Third will pay an aggregate of $200 million to Citi on July 23, 2024, and expects to receive a substantial majority of the shares underlying the Repurchase Agreement by July 23, 2024. The actual number of shares of Fifth Third common stock to be delivered by Citi will be based generally on a discount to the average of the daily volume-weighted average NASDAQ prices of Fifth Third's common stock during the term of the Repurchase Agreement. At settlement, Citi may be obligated to deliver additional shares of Fifth Third's common stock to Fifth Third, or Fifth Third may be obligated to make a delivery of common stock or a payment of cash to Citi at Fifth Third's election. Fifth Third expects the settlement of the transaction to occur on or before September 27, 2024. The Repurchase Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, Citi is entitled to terminate the Repurchase Agreement, in which case Fifth Third may receive fewer shares of its common stock than expected. The foregoing description of the Repurchase Agreement is a summary and is qualified in it
SIGNATURES
SIGNATURES 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. FIFTH THIRD BANCORP (Registrant) July 23, 2024 By: /s/BRENNEN WILLINGHAM Brennen Willingham Senior Vice President and Treasurer