FIFTH THIRD BANCORP 8-K

What Happened
Fifth Third Bancorp announced on May 8, 2026 that, following the completed merger of Comerica Incorporated into Fifth Third Financial Corporation (FTFC) — with FTFC now a wholly owned subsidiary of Fifth Third — it has commenced exchange offers to exchange certain outstanding notes originally issued by Comerica (assumed by FTFC) for newly issued Fifth Third Bancorp notes and/or cash. At the same time FTFC is soliciting consents to amend the corresponding indentures to remove certain covenants, restrictive provisions and events of default. The Exchange Offers and Consent Solicitations are mutually conditioned, although Fifth Third may waive that condition for an Exchange Offer.

Key Details

• Announcement date: May 8, 2026; offering and consent materials dated May 8, 2026.
• Transaction: Exchange existing FTFC (formerly Comerica) notes for New Fifth Third Bancorp notes and cash.
• Consent solicitations seek amendments to indentures to eliminate certain covenants, restrictive provisions and events of default.
• New Fifth Third Notes are not registered under the U.S. Securities Act and generally may not be offered or sold in the U.S. or to U.S. persons absent registration or an applicable exemption.
• Exchange Offers and Consent Solicitations are conditioned on each other; a press release was filed as Exhibit 99.1.

Why It Matters
This affects holders of the Comerica/FTFC notes: accepting the exchange would substitute debt issued by Fifth Third Bancorp for the existing FTFC notes and may involve amended indenture protections. Removing covenants or defaults can reduce contractual protections for noteholders, and the fact that the new notes are unregistered could limit resale liquidity for U.S. holders. Investors should review the Offering Memorandum and Consent Solicitation Statement (filed May 8, 2026) and consider issuer credit differences between FTFC and Fifth Third Bancorp and the practical effects of the proposed indenture changes before deciding.