Every 424B that Fifth Third Bancorp (FITB) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow FITB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FITB filings page.
FIFTH THIRD BANCORP (FITB) is conducting registered exchange offers for up to $334,650,000 of 4.000% Senior Notes due 2029 and $938,141,000 of 5.982% Fixed-to-Floating Rate Senior Notes due 2030, issuing registered notes for an equal principal amount of existing restricted notes.
The new registered notes are substantially identical to the restricted notes but remove transfer restrictions and any interest step-up tied to registration rights. The offers expire at 5:00 p.m. New York City time on September 22, 2026, may be withdrawn before expiration, are not subject to any minimum tender, and are not conditioned on each other. Fifth Third will receive no cash proceeds; exchanged restricted notes will be retired.
The notes are senior unsecured obligations ranking equally with other unsecured unsubordinated debt, but are structurally subordinated to liabilities of subsidiaries and effectively subordinated to secured debt. The 2029 notes pay a fixed 4.000% coupon; the 2030 notes pay 5.982% fixed to January 30, 2029, then a floating rate of Compounded SOFR plus 2.155%. The indenture contains no financial covenants and Fifth Third does not intend to list the notes, so secondary liquidity may be limited. Holders who do not exchange remain in restricted securities with no further registration rights, which may reduce liquidity.
Fifth Third Bancorp is issuing $2 billion of senior unsecured fixed-to-floating rate notes, split between $1 billion of 4.566% notes due 2032 and $1 billion of 5.141% notes due 2037. Both series pay fixed semi-annual interest until one year before maturity, then switch to quarterly floating rates based on Compounded SOFR plus 0.95% for the 2032 notes and 1.24% for the 2037 notes.
The notes can be redeemed early at specified premiums, and at par in defined windows close to maturity. They are structurally subordinated to subsidiary liabilities and are not insured by the FDIC. Estimated net proceeds of about $1.99 billion are earmarked for general corporate purposes. The prospectus also highlights risks tied to the pending Comerica merger, including integration challenges, higher leverage from assumed Comerica obligations, and the possibility the merger does not close.
Fifth Third Bancorp is offering fixed-to-floating rate senior notes due 2032 and 2037 under an effective shelf registration. The notes are unsecured, unsubordinated obligations of the holding company, structurally subordinated to all liabilities of its subsidiaries, and are not deposits or insured by the FDIC or any government agency. Each series pays a fixed semi-annual coupon from January 2026 until one year before maturity, then switches to a quarterly floating rate based on Compounded SOFR plus a spread, with interest never below zero.
Both series are callable: after 180 days from issuance at a make-whole premium, at par one year before maturity, and again at par in the final months before maturity. There is no sinking fund, and the notes will be issued in $2,000 minimum denominations and will not be listed on an exchange, so liquidity will depend on dealer markets. Net proceeds are expected to be used for general corporate purposes.
The filing also highlights Fifth Third’s pending merger with Comerica, for which Federal Reserve, OCC and shareholder approvals have been received, with closing expected on February 1, 2026, though this note offering is not conditioned on completion of the transaction.
Fifth Third Bancorp is proposing an all-stock acquisition of Comerica Incorporated, combining two long-standing regional banks into a larger U.S. franchise. Under the merger agreement, each share of Comerica common stock will be converted into 1.8663 shares of Fifth Third common stock, implying $82.88 per Comerica share at announcement and $79.00 based on Fifth Third’s later trading price. Fifth Third expects to issue about 250,345,924 new shares, after which existing Fifth Third shareholders will own roughly 73% of the combined company and Comerica stockholders about 27%.
The first merger is intended to be tax-free for U.S. holders, except for cash paid in lieu of fractional shares. Comerica preferred stock will convert into a new series of Fifth Third preferred stock on a one-for-one basis, with similar terms, and corresponding depositary shares will also convert. Both boards unanimously support the deal, and special virtual shareholder meetings for Fifth Third and Comerica are scheduled for January 6, 2026 to vote on the transaction. No appraisal or dissenters’ rights will be available to common or preferred holders under applicable Ohio and Delaware law.