8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Jan 25, 2021)

Filed January 25, 2021For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced a material definitive agreement on January 25, 2021, detailing a new share repurchase transaction with Morgan Stanley & Co. LLC (MSCO). The bank will purchase approximately $180 million of its outstanding common stock through this agreement, which is part of its previously announced 100 million share repurchase program. This action indicates a commitment by Fifth Third to return capital to shareholders and manage its share count.

Key Highlights

  • 1Fifth Third Bancorp entered into a new share repurchase agreement valued at approximately $180 million.
  • 2The repurchase is being conducted with Morgan Stanley & Co. LLC (MSCO).
  • 3This transaction is part of Fifth Third's existing 100 million share repurchase program announced in June 2019.
  • 4Fifth Third will pay $180 million to MSCO on January 26, 2021, and expects to receive a substantial majority of the shares on the same day.
  • 5The number of shares received will be based on a discount to the average daily volume-weighted average NASDAQ prices.
  • 6Settlement of the transaction is expected to occur on or before March 31, 2021.
  • 7The agreement includes customary adjustments and termination provisions, with potential for Fifth Third to receive fewer shares under certain extraordinary events.

Frequently Asked Questions

Fifth Third Bancorp announced it has entered into a new share repurchase agreement worth approximately $180 million with Morgan Stanley & Co. LLC. This is part of the company's ongoing effort to return capital to shareholders through its previously authorized share repurchase program.

Fifth Third will pay $180 million to Morgan Stanley on January 26, 2021. The bank expects to receive a substantial majority of the shares on the same day. The exact number of shares will be determined based on a discount to the average daily volume-weighted average NASDAQ prices during the agreement's term. There's a possibility for adjustments at settlement based on share delivery or cash payment.

Yes, the agreement is subject to certain customary adjustments and termination provisions. Specifically, if certain extraordinary events occur, Morgan Stanley has the right to terminate the agreement, which could result in Fifth Third receiving fewer shares than initially anticipated.

Fifth Third expects the settlement of this share repurchase transaction to occur on or before March 31, 2021.