FIFTH THIRD BANCORP 8-K

What Happened

• Fifth Third Bancorp announced on June 10, 2026 (Final Settlement Date) that it completed previously announced exchange offers and consent solicitations for certain notes originally issued by Comerica and assumed by Fifth Third Financial Corporation (FTFC).
• Approximately $1,272,791,000 of new Fifth Third senior notes were issued in exchange for Existing FTFC Notes that were validly tendered and accepted. All accepted Existing FTFC Notes will be retired and cancelled. The Exchange Offers expired on June 8, 2026 (Expiration Date).
• FTFC received the required consents and executed supplemental indentures on the Final Settlement Date implementing the Proposed Amendments, which delete certain covenants and specified events of default from the applicable FTFC indentures and make conforming changes.

Key Details

• Tender/acceptance results:
  • 4.000% Senior Notes due 2029: $550,000,000 outstanding at commencement; $334,781,000 tendered and accepted; $215,219,000 remains outstanding.
  • 5.982% Fixed‑to‑Floating Senior Notes due 2030: $1,000,000,000 outstanding at commencement; $938,170,000 tendered and accepted; $61,830,000 remains outstanding.
• New Fifth Third Notes issued:
  • New 4.000% Senior Notes due Feb 1, 2029 (4.000% fixed).
  • New 5.982% Fixed‑to‑Floating Notes due Jan 30, 2030 (5.982% fixed through Jan 30, 2029; thereafter floating = Compounded SOFR + 2.155%).
  • New notes are senior unsecured and rank equally with Fifth Third’s other unsecured, unsubordinated debt.
• Indenture and registration details:
  • Supplemental indenture (Nineteenth Supplemental Indenture) added to Fifth Third’s existing indenture as of June 10, 2026.
  • Fifth Third entered a Registration Rights Agreement agreeing to use commercially reasonable efforts to file an exchange registration statement within 365 days and a resale shelf in certain circumstances; failure to comply can trigger additional interest.
  • The New Fifth Third Notes are unregistered under the Securities Act and cannot be sold in the U.S. absent registration or an available exemption.

Why It Matters

• For investors, the transaction replaces a large portion of FTFC-issued notes with Fifth Third-issued senior unsecured notes, concentrating roughly $1.273 billion of debt onto Fifth Third Bancorp’s balance sheet. The new notes rank equally with other unsecured debt, which is important for creditors’ relative claims.
• The supplemental indentures remove certain covenants and specified events of default from the original FTFC indentures and make conforming changes; remaining unexchanged FTFC notes were modified by these amendments. These changes can affect the contractual protections available to holders of the affected FTFC notes.
• The registration commitment gives holders a path to registered notes within 365 days, but until then the New Fifth Third Notes are not registered and have resale limitations.