Fifth Third Bancorp Files 8-K on Preferred Stock

TL;DR

Fifth Third Bancorp filed an 8-K detailing preferred stock offerings, including 6.625% fixed-to-floating rate preferred stock.

AI Summary

Fifth Third Bancorp filed an 8-K on October 22, 2024, reporting the entry into a material definitive agreement and the creation of a direct financial obligation. The filing specifically details depositary shares representing ownership interests in various series of preferred stock, including 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock Series I.

Why It Matters

This filing provides crucial details about Fifth Third Bancorp's preferred stock offerings, which are important for investors to understand the company's capital structure and financial obligations.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of material agreements and financial obligations related to preferred stock, not indicating new or elevated risks.

Key Numbers

• 6.625% — Fixed Rate (Interest rate on Series I Preferred Stock)
• 4.95% — Fixed Rate (Interest rate on Series K Preferred Stock)
• 6.00% — Fixed Rate (Interest rate on Series A Preferred Stock)

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
• 4.95% Not Cumulative Perpetual Preferred Stock Series K (dollar_amount) — Preferred Stock Series
• 6.00% Not Cumulative Perpetual Class B Preferred Stock Series A (dollar_amount) — Preferred Stock Series

FAQ

Key Financial Figures

• $300 million — Fifth Third will purchase approximately $300 million of its outstanding common stock. Fift

Filing Documents

• fitb-20241021.htm (8-K) — 45KB
• fitb-20241021_g1.jpg (GRAPHIC) — 132KB
• 0000035527-24-000238.txt ( ) — 518KB
• fitb-20241021.xsd (EX-101.SCH) — 4KB
• fitb-20241021_def.xml (EX-101.DEF) — 17KB
• fitb-20241021_lab.xml (EX-101.LAB) — 34KB
• fitb-20241021_pre.xml (EX-101.PRE) — 18KB
• fitb-20241021_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 October 21, 2024, Fifth Third Bancorp ("Fifth Third") entered into a new share repurchase agreement with Morgan Stanley & Co. LLC ("Morgan Stanley") pursuant to which Fifth Third will purchase approximately $300 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 July 29, 2015, supplemented by a Supplemental Confirmation dated October 21, 2024 with a notional amount of $ 300 million (together, the "Repurchase Agreement"), between Fifth Third and Morgan Stanley, Fifth Third will pay an aggregate of $300 million to Morgan Stanley on October 22, 2024, and expects to receive a substantial majority of the shares underlying the Repurchase Agreement by October 22, 2024. The actual number of shares of Fifth Third common stock to be delivered by Morgan Stanley 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, Morgan Stanley 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 Morgan Stanley at Fifth Third's election. Fifth Third expects the settlement of the transaction to occur on or before December 27, 2024. The Repurchase Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, Morgan Stanley is entitled to terminate the Repurchase Agreement, in which case Fifth Third may receive fewer shares of its common stock than expected.

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) October 22, 2024 By: /s/ BRENNEN WILLINGHAM Brennen Willingham Senior Vice President and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR