Fifth Third's senior note exchange offer expires
The offer's stated terms matched principal amounts while replacing previously exempt notes with registered notes.
Rhea-AI Filing Summary
Fifth Third Bancorp (FITB) said a press release announced the September 22, 2026 expiration and results of its offer to exchange any and all outstanding restricted senior notes. The notes had been issued under an exemption from Securities Act registration, and the offer provided for an equal principal amount of new notes registered under the Securities Act.
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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, or exhibit attachments filed with this report.
Key Figures
Series I depositary-share ownership interest: 1/1000th of one share
Series I stated rate: 6.625%
Series A depositary-share ownership interest: 1/40th of one share
+5 more
8 metrics
Series I depositary-share ownership interest
1/1000th of one share
Series I preferred stock
Series I stated rate
6.625%
Fixed-to-floating rate non-cumulative perpetual preferred stock
Series A depositary-share ownership interest
1/40th of one share
Class B preferred stock
Series A stated rate
6.00%
Non-cumulative perpetual Class B preferred stock
Series K depositary-share ownership interest
1/1000th of one share
Series K preferred stock
Series K stated rate
4.95%
Non-cumulative perpetual preferred stock
Series M depositary-share ownership interest
1/40th of one share
Series M preferred stock
Series M stated rate
6.875%
Fixed-rate reset non-cumulative perpetual preferred stock
Key Terms
restricted senior notes, equal principal amount, exemption from the registration requirements, Fixed-to-Floating Rate
4 terms
restricted senior notes financial
"any and all of its outstanding restricted senior notes"
equal principal amount financial
"for an equal principal amount of new notes"
exemption from the registration requirements regulatory
"pursuant to an exemption from the registration requirements"
An exemption from the registration requirements is a legal allowance that lets a company or investor sell securities without completing the full public registration process normally required by regulators. It matters to investors because it can speed up transactions and lower costs but usually comes with fewer public disclosures and different resale limits, so it affects how easy it is to trade the securities and how much verified information is available—like taking a shortcut that may save time but offers less visibility.
Fixed-to-Floating Rate financial
"6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock"
A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were FITB's restricted note exchange terms?
FITB offered to exchange any and all of its outstanding restricted senior notes for an equal principal amount of new notes registered under the Securities Act. The restricted notes had been issued under an exemption from Securities Act registration, and the offer expired September 22, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 22, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| , | , | |||||||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||||||||
(800 ) 972-3030
(Registrant's telephone number, including area code)
Not Applicable
(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)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| NYSE Texas | ||||||||||||||
| Depositary Shares Representing a 1/1000th Ownership Interest in a Share of | ||||||||||||||
| Depositary Shares Representing a 1/40th Ownership Interest in a Share of | ||||||||||||||
| Depositary Shares Representing a 1/1000th Ownership Interest in a Share of | ||||||||||||||
| Depositary Shares Representing a 1/40th Ownership Interest in a Share of | ||||||||||||||
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. ☐
Item 8.01 Other Events
On September 23, 2026, Fifth Third Bancorp issued a press release announcing the September 22, 2026 expiration and results of its offer to exchange any and all of its outstanding restricted senior notes previously issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of new notes registered under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by 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.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 – Press Release dated September 23, 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: September 23, 2026 | /s/ Brennen Willingham | |||||||
| Brennen Willingham | ||||||||
| Senior Vice President and Treasurer | ||||||||