FIFTH THIRD BANCORP 8-K

What Happened

• Fifth Third Bancorp announced on January 29, 2026 that it issued $1,000,000,000 of 4.566% Fixed Rate/Floating Rate Senior Notes due 2032 and $1,000,000,000 of 5.141% Fixed Rate/Floating Rate Senior Notes due 2037.
• The notes were sold under an Underwriting Agreement with Morgan Stanley & Co. LLC, BofA Securities, Inc., Fifth Third Securities, Inc., and Goldman Sachs & Co. LLC, and are governed by an Eighteenth Supplemental Indenture dated January 29, 2026 (to the 2008 Indenture).
• The Senior Notes are represented by Global Securities dated January 29, 2026 and were registered on Fifth Third’s Form S-3 shelf (File No. 333-286007). Net proceeds after underwriting discounts and estimated expenses are approximately $1,987,881,800.

Key Details

• Offering size: $2.0 billion total (two tranches of $1.0B each).
• Coupon/structure: 4.566% fixed then floating (due 2032); 5.141% fixed then floating (due 2037).
• Dates: Underwriting Agreement dated Jan 26, 2026; issuance and Supplemental Indenture dated Jan 29, 2026.
• Documents: Prospectus supplement filed Jan 28, 2026; underwriting agreement, supplemental indenture and note forms filed as exhibits to the 8-K.

Why It Matters

• This transaction raises about $2.0 billion of long-term funding for Fifth Third, affecting the company’s debt maturity profile and available liquidity. The quoted fixed coupons set the company’s near-term interest cost on these new senior obligations; after the fixed period the notes convert to floating rates per their terms.
• Investors should note the size and timing of the offering when evaluating Fifth Third’s capital structure, interest expense outlook, and funding strategy. Full legal and transaction documents are included as exhibits to the 8-K for those seeking details.