[8-K] Fifth Third Bancorp Reports Material Event

Rhea-AI Filing Summary

Fifth Third Bancorp (FITB) filed an 8-K announcing an accelerated share repurchase (ASR) with Deutsche Bank on 18-Jul-2025. The bank will deploy $300 million of cash on 21-Jul-2025 to retire common shares under its previously disclosed 100 million-share authorization.

Two supplemental confirmations (each $150 million) set the notional amount. FITB expects to receive the majority of shares the same day; the exact share count will be based on a discount to the average daily VWAP of FITB stock over the execution period. Final settlement is required no later than 29-Sep-2025, when additional shares or cash may be exchanged to true-up the position.

The agreement includes customary adjustment and early-termination clauses. Extraordinary events could allow Deutsche to cancel, resulting in fewer shares retired. No new earnings, guidance or other financial data were provided.

Positive

• $300 million accelerated share repurchase demonstrates excess capital and is expected to be EPS-accretive by reducing share count immediately.

Negative

• Early-termination provisions give the counterparty the right to cancel, potentially leaving FITB with fewer shares and sunk costs.
• Capital deployment lowers near-term liquidity and could marginally tighten regulatory capital ratios.

Insights

Equity Research Analyst

TL;DR – $300 M ASR signals capital strength and boosts EPS, modest overall impact.

The accelerated buyback represents roughly 1–2 % of FITB’s market cap, indicating surplus capital beyond regulatory needs. Immediate share retirement should be marginally accretive to EPS and ROE and demonstrates management’s confidence in valuation. Because pricing is tied to VWAP, the bank gains flexibility if the stock trends lower. The limited size means the move is unlikely to shift CET1 meaningfully. Overall, the filing is shareholder-friendly and incrementally positive.

Bank Risk Analyst

TL;DR – Capital outflow small; termination clauses add deal risk.

While $300 million is modest versus FITB’s capital base, it does reduce liquidity during a volatile rate backdrop. Extra-ordinary event triggers give Deutsche unilateral termination rights; FITB could end with fewer shares than expected or owe cash. Investors should monitor CET1 disclosures in Q3-25 to ensure buyback does not pressure regulatory buffers.

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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): July 18, 2025

Fifth Third Bancorp

(Exact name of registrant as specified in its charter)

Ohio

001-33653

31-0854434

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Fifth Third Center

38 Fountain Square Plaza

,

Cincinnati

,

Ohio

45263

(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)

    ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Without Par Value

FITB

The

NASDAQ

Stock Market LLC

Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I

FITBI

The

NASDAQ

Stock Market LLC

Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A

FITBP

The

NASDAQ

Stock Market LLC

Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K

FITBO

The

NASDAQ

Stock Market LLC

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 report contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance, capital actions or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “potential,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K as updated by our filings with the U.S. Securities and Exchange Commission (“SEC”). When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this document.

There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) deteriorating credit quality; (2) loan concentration by location or industry of borrowers or collateral; (3) problems encountered by other financial institutions; (4) inadequate sources of funding or liquidity; (5) unfavorable actions of rating agencies; (6) inability to maintain or grow deposits; (7) limitations on the ability to receive dividends from subsidiaries; (8) cyber-security risks; (9) Fifth

Third’s ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; (10) failures by third-party service providers; (11) inability to manage strategic initiatives and/or organizational changes; (12) inability to implement technology system enhancements, including the use of artificial intelligence; (13) failure of internal controls and other risk management programs; (14) losses related to fraud, theft, misappropriation or violence; (15) inability to attract and retain skilled personnel; (16) adverse impacts of government regulation; (17) governmental or regulatory changes or other actions; (18) failures to meet applicable capital requirements; (19) regulatory objections to Fifth Third’s capital plan; (20) regulation of Fifth Third’s derivatives activities; (21) deposit insurance premiums; (22) assessments for the orderly liquidation fund; (23) weakness in the national or local economies; (24) global political and economic uncertainty or negative actions; (25) changes in interest rates and the effects of inflation; (26) changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; (27) changes and trends in capital markets; (28) fluctuation of Fifth Third’s stock price; (29) volatility in mortgage banking revenue; (30) litigation, investigations, and enforcement proceedings; (31) breaches of contractual covenants, representations and warranties; (32) competition and changes in the financial services industry; (33) potential impacts of the adoption of real-time payment networks; (34) changing retail distribution strategies, customer preferences and behavior; (35) difficulties in identifying, acquiring or integrating suitable strategic partnerships, investments or acquisitions; (36) potential dilution from future acquisitions; (37) loss of income and/or difficulties encountered in the sale and separation of businesses, investments or other assets; (38) results of investments or acquired entities; (39) changes in accounting standards or interpretation or declines in the value of Fifth Third’s goodwill or other intangible assets; (40) inaccuracies or other failures from the use of models; (41) effects of critical accounting policies and judgments or the use of inaccurate estimates; (42) weather-related events, other natural disasters, or health emergencies (including pandemics); (43) the impact of reputational risk created by these or other developments on such matters as business generation and retention, funding and liquidity; (44) changes in law or requirements imposed by Fifth Third’s regulators impacting our capital actions, including dividend payments and stock repurchases; and (45) Fifth Third's ability to meet its environmental and/or social targets, goals and commitments.

You should refer to our periodic and current reports filed with the Securities and Exchange Commission, or “SEC,” for further information on other factors, which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements.

Item 1.01. Entry into a Material Definitive Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On July 18, 2025, Fifth Third Bancorp (“Fifth Third”) entered into a new share repurchase agreement with Deutsche Bank AG, London Branch (“Deutsche”) with Deutsche Bank Securities Inc. acting as agent, pursuant to which Fifth Third will purchase approximately $300 million of its outstanding common stock.

Fifth Third is repurchasing the shares of its common stock as part of its 100 million share repurchase program previously announced in a press release on June 16, 2025 and a current report on Form 8-K filed on June 16, 2025.

Under the Master Confirmation dated as of September 30, 2024, supplemented by two Supplemental Confirmations dated July 18, 2025 each with a notional amount of $150 million (together, the “Repurchase Agreement”), between Fifth Third and Deutsche, Fifth Third will pay an aggregate of $300 million to Deutsche on July 21, 2025, and expects to receive a substantial majority of the shares underlying the Repurchase Agreement by July 21, 2025. The actual number of shares of Fifth Third common stock to be delivered by Deutsche will be based generally on a discount to the average of the

daily volume-weighted average NASDAQ prices of Fifth Third’s common stock during the term of the Repurchase Agreement. At settlement, Deutsche may be obligated to deliver additional shares of Fifth Third’s common stock to Fifth Third, or Fifth Third may be obligated to make a delivery of common stock or a payment of cash to Deutsche at Fifth Third’s election. Fifth Third expects the settlement of the transaction to occur on or before September 29, 2025.

The Repurchase Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, Deutsche is entitled to terminate the Repurchase Agreement, in which case Fifth Third may receive fewer shares of its common stock than expected.

The foregoing description of the Repurchase Agreement is a summary and is qualified in its entirety by the terms of the Repurchase Agreement, a copy of which will be filed as an exhibit to Fifth Third’s Form 10-Q for the fiscal quarter ending September 30, 2025.

Deutsche and certain of its affiliates have performed, and in the future may perform, various financial advisory and other services for Fifth Third and Fifth Third’s affiliates for which they have received, and may in the future receive, customary fees and expenses.

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: July 21, 2025 By: /s/ BRENNEN WILLINGHAM    

Brennen Willingham

Senior Vice President and Treasurer

FAQ

How much stock is Fifth Third Bancorp (FITB) repurchasing?

FITB entered a $300 million accelerated share repurchase to retire common shares.

When will FITB pay for and receive the repurchased shares?

The bank pays Deutsche Bank on 21-Jul-2025 and expects most shares the same day.

How is the final share count under the ASR determined?

Shares are priced at a discount to the average daily VWAP of FITB stock during the execution period.

What is the expected settlement date of the ASR?

Final settlement must occur on or before 29-Sep-2025.

Can the ASR be terminated early?

Yes. Extraordinary events allow Deutsche Bank to terminate, which could reduce the shares FITB receives.

Is this ASR part of a larger buyback program?

Yes, it falls under FITB’s 100 million-share repurchase program announced 16-Jun-2025.