8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (May 24, 2018)

Filed May 24, 2018For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced a significant share repurchase agreement valued at approximately $235 million with Morgan Stanley & Co. LLC (MSCO). This transaction is part of the previously announced 100 million share repurchase program initiated in February 2018. The agreement specifies that Fifth Third will pay $235 million on May 25, 2018, and expects to receive the majority of the repurchased shares by the same date. The exact number of shares received will be determined by a discount to the average daily volume-weighted average NASDAQ prices of Fifth Third's common stock during the repurchase agreement term. Potential adjustments to the number of shares may occur at settlement, with Fifth Third having the option for additional share delivery or cash payment to MSCO.

Key Highlights

  • 1Fifth Third Bancorp (FITB) entered into a material definitive agreement for a share repurchase.
  • 2The agreement with Morgan Stanley & Co. LLC (MSCO) is for approximately $235 million of FITB's outstanding common stock.
  • 3This repurchase is part of FITB's previously announced 100 million share repurchase program.
  • 4Fifth Third will pay $235 million on May 25, 2018, and expects to receive most shares by that date.
  • 5The number of shares repurchased is subject to a discount based on the average daily volume-weighted average NASDAQ prices.
  • 6Settlement of the transaction is expected to occur on or before June 18, 2018.
  • 7The agreement includes customary termination provisions and potential adjustments to the number of shares delivered.

Frequently Asked Questions

This 8-K filing announces Fifth Third Bancorp's entry into a material definitive agreement for a share repurchase program, a key event for investors as it directly impacts share count and capital allocation.

Fifth Third Bancorp will spend approximately $235 million on this share repurchase from Morgan Stanley & Co. LLC.

This share repurchase is part of the 100 million share repurchase program that Fifth Third Bancorp previously announced on February 27, 2018.

The number of shares Fifth Third will receive is generally based on a discount to the average of the daily volume-weighted average NASDAQ prices of its common stock during the term of the repurchase agreement. There are also provisions for potential adjustments at settlement.