FIFTH THIRD BANCORP 8-K

What Happened Fifth Third Bancorp (FITB) filed an 8-K on May 22, 2026 reporting early tender results (as of May 21, 2026) for its previously announced offers to exchange outstanding notes originally issued by Comerica and assumed by Fifth Third Financial Corporation (FTFC) after the merger. The exchange offers provide for up to $1,550,000,000 aggregate principal amount of new notes issued by Fifth Third (the “New Fifth Third Notes”) and cash, and FTFC also solicited consents to adopt proposed amendments to the indenture governing the Existing FTFC Notes. A press release describing the early tender results was furnished as Exhibit 99.1 to the Form 8-K.

Key Details

• Press release dated May 22, 2026 disclosed early tender results as of May 21, 2026.
• Exchange Offers cover Existing FTFC Notes (originally issued by Comerica, assumed by FTFC) for up to $1,550,000,000 of New Fifth Third Notes and cash.
• FTFC solicited consents to amend the indenture governing the Existing FTFC Notes as part of the transaction.
• The press release is attached to the 8-K as Exhibit 99.1.

Why It Matters This filing notifies investors that Fifth Third is actively exchanging legacy Comerica-issued notes (now on FTFC’s books) for Fifth Third-issued notes and cash and seeking consent for indenture amendments. The transaction will change the composition of Fifth Third’s debt (which could affect reported debt balances and future disclosures). Investors should watch for follow-up disclosures with final tender results, the specific terms of the New Fifth Third Notes, and any effects on the company’s reported interest expense, debt maturities, or credit metrics.