Fifth Third (NASDAQ: FITB) starts $1.55B private note exchange and consent deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Fifth Third Bancorp has launched private exchange offers tied to its merger in which Comerica Incorporated was merged into Fifth Third Financial Corporation (FTFC). The company is offering Eligible Holders to exchange any and all outstanding FTFC notes originally issued by Comerica for up to $1,550,000,000 aggregate principal amount of new Fifth Third notes plus cash in some cases.
The offer covers $550,000,000 of 4.000% senior notes due February 1, 2029 and $1,000,000,000 of 5.982% fixed-to-floating rate senior notes due January 30, 2030. Early tenders by May 21, 2026 receive higher consideration, including $1,000 in new notes per $1,000 tendered plus $1.00 in cash, versus $970 in new notes for later tenders.
At the same time, FTFC is soliciting consents from Eligible Holders to amend the existing indentures and remove certain covenants, restrictive provisions and events of default. The new notes are initially unregistered, but Fifth Third has agreed to use commercially reasonable efforts to register exchange notes within 365 days of settlement and may file a shelf registration for resales in certain circumstances.
Positive
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Insights
Fifth Third is restructuring $1.55B of Comerica legacy notes via private exchanges.
The company is asking institutional and non-U.S. holders of legacy Comerica notes, now obligations of FTFC, to swap into new senior notes issued directly by Fifth Third Bancorp. The exchange covers $550,000,000 of 4.000% notes due 2029 and $1,000,000,000 of 5.982% fixed-to-floating notes due 2030.
Holders who tender by the May 21, 2026 Early Tender Date can receive par in new notes plus $1.00 cash per $1,000 principal, while later tenders receive $970 in new notes. Consent solicitations linked to the exchange aim to strip certain covenants and events of default from the old indentures, which can simplify Fifth Third’s post-merger capital structure.
The new notes are offered only to Eligible Holders and are initially unregistered, though Fifth Third commits to use commercially reasonable efforts to register exchange notes within 365 days of settlement and may add a resale shelf. Actual uptake will depend on tender participation by these holders.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Maximum new notes offered: $1,550,000,000 aggregate principal
2029 notes outstanding: $550,000,000
2030 notes outstanding: $1,000,000,000
+5 more
8 metrics
Maximum new notes offered
$1,550,000,000 aggregate principal
Up to amount of New Fifth Third Notes in exchange offers
2029 notes outstanding
$550,000,000
4.000% senior notes due February 1, 2029
2030 notes outstanding
$1,000,000,000
5.982% fixed-to-floating rate notes due January 30, 2030
Early exchange consideration 2029 notes
$1,000 new notes + $1.00 cash per $1,000
For valid tenders by Early Tender Date
Standard exchange consideration 2029 notes
$970 new notes per $1,000
For tenders after Early Tender Date, before Expiration Date
Early Tender Date
5:00 p.m. New York time, May 21, 2026
Deadline for Early Exchange Consideration eligibility
Expiration Date
5:00 p.m. New York time, June 8, 2026
Scheduled end of exchange offers
Registration rights period
Within 365 days of settlement
Target to file and effect exchange registration statement
Key Terms
Exchange Offers, Consent Solicitations, Early Tender Date, Expiration Date, +2 more
6 terms
Exchange Offers financial
"Fifth Third Bancorp has commenced offers to exchange (each an “Exchange Offer” and collectively, the “Exchange Offers”) certain outstanding notes"
An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.
Consent Solicitations financial
"FTFC is soliciting consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments"
A consent solicitation is a formal request sent to shareholders asking them to approve or waive specific corporate actions — such as contract changes, mergers, or amendments to governance rules — often by signing a written consent instead of voting at a meeting. For investors this matters because it can speed up major decisions and alter rights or payments without a public vote, so shareholders need to weigh potential benefits, risks and any pressure to agree, much like neighbors being asked to sign off on a change to a shared driveway.
Early Tender Date financial
"tender at or before 5:00 p.m., New York City time, on May 21, 2026, unless extended (the “Early Tender Date”)"
An early tender date is a deadline within a buyout or exchange offer when shareholders or bondholders can agree to sell their securities sooner than the final deadline to receive special incentives, such as a higher price or faster payment. Think of it like an “early-bird” cutoff for a sale: choosing it can lock in better terms and speed up the deal, and investors’ decisions by that date can materially affect the likelihood, timing and pricing of the transaction.
Expiration Date financial
"tender after the Early Tender Date but at or before 5:00 p.m., New York City time, on June 8, 2026, unless extended (the “Expiration Date”)"
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.
registration rights agreement regulatory
"Fifth Third Bancorp will enter into a registration rights agreement, pursuant to which Fifth Third Bancorp will be obligated to use commercially reasonable efforts"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
qualified institutional buyers regulatory
"persons (a) in the United States who are reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 8, 2026
(Exact name of registrant as specified in its charter)
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(800 ) 972-3030
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
FORWARD-LOOKING STATEMENTS
This communication contains statements that constitute "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "believe," "deliver," "expect," "may," "should," "will," "would," and other similar words and expressions or the negative of such terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the timing of the Exchange Offers and Consent Solicitations. No assurances can be given that the forward-looking statements contained in this communication will occur as expected and actual results may differ materially from those included in this communication. Any forward-looking statement made in this communication is based solely on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except to the extent required by law. Important risks, uncertainties and other factors are described in the Offering Memorandum and Consent Solicitation Statement. These and other important factors, including those discussed under "Risk Factors" in Fifth Third Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as Fifth Third’s subsequent filings with the SEC, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Fifth Third disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 8.01 Other Events
Exchange Offers and Consent Solicitations
On May 8, 2026, Fifth Third Bancorp (“Fifth Third”) announced that, in connection with the recently completed merger of Comerica Incorporated with and into Fifth Third Financial Corporation (“FTFC”), with FTFC surviving the merger as a wholly owned subsidiary of Fifth Third Bancorp, Fifth Third Bancorp has commenced offers to exchange (each an “Exchange Offer” and collectively, the “Exchange Offers”) certain outstanding notes originally issued by Comerica Incorporated and assumed by FTFC as successor by merger (the “Existing FTFC Notes”) for new notes issued by Fifth Third Bancorp (the “New Fifth Third Notes”) and (2) cash. Concurrently with the Exchange Offers being made by Fifth Third Bancorp, FTFC is soliciting consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to the corresponding indentures governing the Existing FTFC Notes to eliminate certain of the covenants, restrictive provisions and events of default from such indentures.
Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offer and Consent Solicitation, although Fifth Third may waive such condition at any time with respect to an Exchange Offer.
The New Fifth Third Notes have not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. Therefore, the New Fifth Third Notes may not be offered or sold in the United States or to any U.S. person absent registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated as of May 8, 2026 (as it may be amended or supplemented, the “Offering Memorandum and Consent Solicitation Statement”). A copy of the press release announcing the Exchange Offers and the Consent Solicitations is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 8.01 of Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made to eligible holders solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 – Press Release dated May 8, 2026
Exhibit 104 – Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIFTH THIRD BANCORP | ||||||||
| (Registrant) | ||||||||
Date: May 8, 2026 | /s/ Brennen Willingham | |||||||
| Brennen Willingham | ||||||||
| Senior Vice President and Treasurer | ||||||||
NEWS RELEASE CONTACTS May 8, 2026 Matt Curoe (Investor Relations) matt.curoe@53.com | 513-534-2345 Jennifer Hendricks Sullivan (Media Relations) Jennifer.Hendricks.Sullivan@53.com | 614-744-7693 Fifth Third Bancorp Commences Private Exchange Offers and Fifth Third Financial Corporation Commences Consent Solicitations CINCINNATI – Fifth Third Bancorp (Nasdaq: FITB) and Fifth Third Financial Corporation (“FTFC”) today announced that, in connection with the recently completed merger of Comerica Incorporated with and into FTFC (the “Merger”), with FTFC surviving the Merger as a wholly owned subsidiary of Fifth Third Bancorp, Fifth Third Bancorp has commenced offers to Eligible Holders (as defined herein) to exchange (each an “Exchange Offer” and collectively, the “Exchange Offers”) any and all outstanding notes originally issued by Comerica Incorporated and assumed by FTFC as successor by merger as set forth in the table below (the “Existing FTFC Notes”) for (1) up to $1,550,000,000 aggregate principal amount of new notes issued by Fifth Third Bancorp (the “New Fifth Third Notes”) and (2) cash. The following table sets forth the Exchange Consideration and Early Exchange Consideration for each series of Existing FTFC Notes: 1 For each $1,000 principal amount of Existing FTFC Notes validly tendered after the Early Tender Date (as defined herein) but at or before the Expiration Date (as defined herein), not validly withdrawn and accepted for exchange. 2 For each $1,000 principal amount of Existing FTFC Notes validly tendered at or before the Early Tender Date, not validly withdrawn and accepted for exchange. Title of Series CUSIP Number/ ISIN Maturity Date Aggregate Principal Amount Outstanding Exchange Consideration1 Early Exchange Consideration2 Fifth Third Financial Corporation 4.000% Senior Notes due 2029 200340 AT4/ US200340AT44 February 1, 2029 $550,000,000 $970 principal amount of New Fifth Third 4.000% Senior Notes due 2029 $1,000 principal amount of New Fifth Third 4.000% Senior Notes due 2029 and $1.00 in cash Fifth Third Financial Corporation 5.982% Fixed- To-Floating Rate Senior Notes due 2030 200340 AW7/ US200340AW72 January 30, 2030 $1,000,000,000 $970 principal amount of New Fifth Third 5.982% Fixed-To- Floating Rate Senior Notes due 2030 $1,000 principal amount of New Fifth Third 5.982% Fixed-To- Floating Rate Senior Notes due 2030 and $1.00 in cash
Concurrently with the Exchange Offers being made by Fifth Third Bancorp, FTFC is soliciting consents from Eligible Holders (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to the corresponding indentures governing the Existing FTFC Notes to eliminate certain of the covenants, restrictive provisions and events of default from such indentures (with respect to the corresponding indenture for such Existing FTFC Notes, the “Proposed Amendments”). Eligible Holders may deliver their consent to the Proposed Amendments only by tendering Existing FTFC Notes of the applicable series in the Exchange Offers and Consent Solicitations. Eligible Holders may not deliver a consent in a Consent Solicitation without tendering Existing FTFC Notes in the applicable Exchange Offer and Eligible Holders may not tender Existing FTFC Notes without also having been deemed to deliver a consent. The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated as of May 8, 2026 (as it may be amended or supplemented, the “Offering Memorandum and Consent Solicitation Statement”). Fifth Third Bancorp, in its sole discretion, may terminate, withdraw, amend or extend any of the Exchange Offers, subject to the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement. Any such termination, withdrawal, amendment or extension by Fifth Third Bancorp will automatically terminate, withdraw, amend or extend the corresponding Consent Solicitation, as applicable. In addition, each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offer and Consent Solicitation, although Fifth Third Bancorp may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by Fifth Third Bancorp with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation. Eligible Holders who validly tender (and do not validly withdraw) their Existing FTFC Notes at or before 5:00 p.m., New York City time, on May 21, 2026, unless extended (the “Early Tender Date”), will be eligible to receive, on the applicable settlement date, the applicable Early Exchange Consideration as set forth in the table above for all such Existing FTFC Notes that are accepted. Eligible Holders who validly tender (and do not validly withdraw) their Existing FTFC Notes after the Early Tender Date but at or before 5:00 p.m., New York City time, on June 8, 2026, unless extended (the “Expiration Date”), will be eligible to receive, on the applicable settlement date, the applicable Exchange Consideration as set forth in the table above for all such Existing FTFC Notes that are accepted. The Early Settlement Date will be determined at Fifth Third Bancorp’s option and is currently expected to occur within six business days after the Early Tender Date. The Final Settlement Date will be promptly after the Expiration Date and is currently expected to occur within two business days after the Expiration Date. The Exchange Offers and Consent Solicitations will only be made, and documents relating to the Exchange Offers and Consent Solicitations will only be distributed, to holders of Existing FTFC Notes who complete and return an eligibility letter confirming that they are persons (a) in the United States who are reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) who are outside the United States who are not “U.S. persons” as defined in Rule 902 under the Securities Act and who are eligible to participate in the Exchange Offer pursuant to the laws of the applicable jurisdiction, as set forth in the eligibility letter (“Eligible Holders”). The Exchange Offers and Consent Solicitations will not be made to holders of Existing FTFC Notes who are located in Canada.
The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained by Eligible Holders by contacting D.F. King & Co., Inc., the Exchange Agent and Information Agent in connection with the Exchange Offers and Consent Solicitations, by sending an email to FITB@dfking.com or by calling (866) 207-3626 (U.S. toll-free) or (212) 365-6884 (banks and brokers). The eligibility letter is available electronically at: https://www.dfking.com/fitb. This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. This press release should not be construed as an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any Fifth Third Bancorp securities or other securities by FTFC. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made to Eligible Holders solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law. The New Fifth Third Notes have not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act or any state or foreign securities laws. Therefore, the New Fifth Third Notes may not be offered or sold in the United States or to any U.S. person absent registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In connection with the Exchange Offers, Fifth Third Bancorp will enter into a registration rights agreement, pursuant to which Fifth Third Bancorp will be obligated to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement with respect to an offer to exchange each series of New Fifth Third Notes for new notes within 365 days of the settlement date. In addition, Fifth Third Bancorp has agreed to use commercially reasonable efforts to file a shelf registration statement to cover resales of the New Fifth Third Notes under the Securities Act in certain circumstances. About Fifth Third Fifth Third is a bank that’s as long on innovation as it is on history. Since 1858, we’ve been helping individuals, families, businesses and communities grow through smart financial services that improve lives. Our list of firsts is extensive, and it’s one that continues to expand as we explore the intersection of tech-driven innovation, dedicated people and focused community impact. Fifth Third is one of the few U.S.-based banks to have been named among Ethisphere’s World’s Most Ethical Companies® for several years. With a commitment to taking care of our customers, employees, communities and shareholders, our goal is not only to be the nation’s highest performing regional bank, but to be the bank people most value and trust. Fifth Third Financial Corporation is an Ohio corporation and the direct parent company of Fifth Third Bank, National Association. Fifth Third Bancorp is the parent company of Fifth Third Financial Corporation and its common stock is traded on the NASDAQ® Global Select Market under the symbol "FITB." Investor information and press releases can be viewed at www.53.com. Deposit and credit products provided by Fifth Third Bank, National Association. Member FDIC.
25818268v4 FORWARD-LOOKING STATEMENTS This communication contains statements that constitute "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "believe," "deliver," "expect," "may," "should," "will," "would," and other similar words and expressions or the negative of such terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the timing of the Exchange Offers and Consent Solicitations. No assurances can be given that the forward-looking statements contained in this communication will occur as expected and actual results may differ materially from those included in this communication. Any forward-looking statement made in this communication is based solely on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except to the extent required by law. Important risks, uncertainties and other factors are described in the Offering Memorandum and Consent Solicitation Statement. These and other important factors, including those discussed under "Risk Factors" in Fifth Third Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as Fifth Third’s subsequent filings with the SEC, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward- looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Fifth Third disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
FAQ
What is Fifth Third Bancorp (FITB) announcing in this 8-K?
Fifth Third Bancorp is launching private exchange offers for Comerica legacy notes now held by Fifth Third Financial Corporation, plus related consent solicitations to amend indentures, covering up to $1.55 billion of senior notes due 2029 and 2030.
Which Comerica/Fifth Third Financial Corporation notes are included in the FITB exchange offers?
The exchange covers Fifth Third Financial Corporation’s $550,000,000 4.000% senior notes due February 1, 2029 and $1,000,000,000 5.982% fixed-to-floating rate senior notes due January 30, 2030, both originally issued by Comerica and assumed in the merger.
Who can participate in the Fifth Third (FITB) exchange offers and consent solicitations?
Participation is limited to Eligible Holders: qualified institutional buyers in the United States under Rule 144A and certain non-U.S. holders under Rule 902, subject to local law. Holders in Canada are excluded, and eligibility is confirmed via an eligibility letter process.
What are the key dates for Fifth Third Bancorp’s exchange offers?
The Early Tender Date is 5:00 p.m. New York time on May 21, 2026, and the Expiration Date is 5:00 p.m. New York time on June 8, 2026, unless extended. Early settlement is expected within six business days after the Early Tender Date, with final settlement about two business days after expiration.
Will the new Fifth Third notes issued in the exchange offers be registered with the SEC?
The new notes will initially be unregistered and may only be resold under exemptions. Fifth Third plans to use commercially reasonable efforts to file and make effective an exchange registration statement within 365 days of settlement and may later file a shelf registration for resales in certain situations.