8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Aug 6, 2019)

Filed August 6, 2019For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on August 6, 2019, to report on a material definitive agreement. Specifically, the company entered into a new share repurchase agreement with Citibank, N.A. for approximately $100 million of its outstanding common stock. This repurchase is part of a previously announced 100 million share repurchase program. The agreement with Citibank involves Fifth Third paying $100 million on August 7, 2019, with the expectation of receiving a substantial majority of the shares by the same date. The exact number of shares repurchased will be based on a discount to the volume-weighted average price during the agreement's term. The settlement is expected by September 30, 2019. The agreement includes standard adjustments and termination provisions, with Citibank having the right to terminate under certain extraordinary events.

Key Highlights

  • 1Fifth Third Bancorp entered into a $100 million share repurchase agreement with Citibank.
  • 2The repurchase is part of a previously announced 100 million share repurchase program.
  • 3The company will pay $100 million on August 7, 2019, expecting to receive most shares by then.
  • 4The number of shares repurchased will be based on a discount to the average daily volume-weighted average NASDAQ prices.
  • 5Settlement of the repurchase transaction is expected by September 30, 2019.
  • 6The agreement has customary adjustments and termination provisions.
  • 7Citibank may terminate the agreement under certain extraordinary events, potentially impacting the number of shares received.

Frequently Asked Questions

The main purpose of this 8-K filing is to report Fifth Third Bancorp's entry into a material definitive agreement, specifically a share repurchase agreement with Citibank, N.A.

Fifth Third Bancorp is repurchasing approximately $100 million of its outstanding common stock through this agreement.

The settlement of the share repurchase transaction is expected to occur on or before September 30, 2019.

Yes, the agreement is subject to customary adjustments and termination provisions. Citibank is entitled to terminate the agreement upon certain extraordinary events, which could result in Fifth Third receiving fewer shares than initially expected.