Fifth Third Bancorp Files 8-K on Preferred Stock and Financials

TL;DR

FITB filed an 8-K detailing preferred stock series (6.625%, 6.00%, 4.95%) and financial exhibits.

AI Summary

Fifth Third Bancorp filed an 8-K on September 6, 2024, reporting on various events. The filing includes information about depositary shares representing ownership interests in different series of preferred stock, specifically Series I, Series A, and Series K, with stated rates of 6.625%, 6.00%, and 4.95% respectively. The company also provided financial statements and exhibits.

Why It Matters

This filing provides transparency into Fifth Third Bancorp's capital structure, specifically detailing its preferred stock offerings and associated dividend rates, which can impact investor decisions and the company's financial leverage.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of preferred stock details and financial exhibits, not indicating any immediate operational or financial distress.

Key Numbers

• 6.625% — Preferred Stock Rate (Series I preferred stock dividend rate)
• 6.00% — Preferred Stock Rate (Series A preferred stock dividend rate)
• 4.95% — Preferred Stock Rate (Series K preferred stock dividend rate)

Key Players & Entities

• FIFTH THIRD BANCORP (company) — Filer
• 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock Series I (dollar_amount) — Preferred Stock Series
• 6.00% Non-Cumulative Perpetual Class B Preferred Stock Series A (dollar_amount) — Preferred Stock Series
• 4.95% Non-Cumulative Perpetual Preferred Stock Series K (dollar_amount) — Preferred Stock Series

FAQ

Key Financial Figures

• $750,000,000 — n September 6, 2024, Fifth Third issued $750,000,000 in principal amount of its 4.895% Fixed
• $745,859,550 — e paid by Fifth Third are approximately $745,859,550. The Senior Notes Offering is describe

Filing Documents

• d866965d8k.htm (8-K) — 43KB
• d866965dex11.htm (EX-1.1) — 200KB
• d866965dex41.htm (EX-4.1) — 163KB
• d866965dex42.htm (EX-4.2) — 54KB
• d866965dex51.htm (EX-5.1) — 9KB
• g866965dsp94.jpg (GRAPHIC) — 14KB
• g866965dsp95.jpg (GRAPHIC) — 2KB
• g866965g0906003117495.jpg (GRAPHIC) — 4KB
• g866965g0906003158882.jpg (GRAPHIC) — 2KB
• g866965g0906003159229.jpg (GRAPHIC) — 3KB
• g866965g0906003223618.jpg (GRAPHIC) — 3KB
• g866965g0906020331144.jpg (GRAPHIC) — 3KB
• 0001193125-24-215182.txt ( ) — 793KB
• fitb-20240906.xsd (EX-101.SCH) — 4KB
• fitb-20240906_def.xml (EX-101.DEF) — 15KB
• fitb-20240906_lab.xml (EX-101.LAB) — 26KB
• fitb-20240906_pre.xml (EX-101.PRE) — 16KB
• d866965d8k_htm.xml (XML) — 10KB

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 (the "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 o

Financial Statements and Exhibits

Financial Statements and Exhibits (d)Exhibits Exhibits below relate to Registration Number 333-263894 on Form S-3 of Fifth Third Bancorp and are filed herewith for incorporation by reference in such Registration Statement: 1.1 - Underwriting Agreement dated as of September 3, 2024 among RBC Capital Markets, LLC, BofA Securities, Inc., Fifth Third Securities, Inc., and Morgan Stanley & Co. LLC. 4.1 - Seventeenth Supplemental Indenture dated as of September 6, 2024 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the Trustee, as amended by Article 4 of the Twelfth Supplemental Indenture dated April 25, 2022 between Fifth Third Bancorp and the Trustee. 4.2 - Form of 4.895% Fixed Rate/Floating Rate Senior Notes due 2030. 5.1 - Opinion of Bricker Graydon LLP regarding legality of the 4.895% Fixed Rate/Floating Rate Senior Notes due 2030. 23.1 - Consent of Bricker Graydon LLP (included in opinion filed as Exhibit 5.1). 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).

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) September 6, 2024 /s/ Bryan D. Preston Bryan D. Preston Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR