8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Apr 22, 2021)

Filed April 22, 2021For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has entered into a new share repurchase agreement with Morgan Stanley & Co. LLC (MSCO) for approximately $347 million. This repurchase is part of their previously announced 100 million share repurchase program. The company will pay MSCO $347 million, and in return, expects to receive a significant portion of the shares by April 23, 2021, with settlement anticipated by June 28, 2021. This transaction represents a direct financial obligation for Fifth Third Bancorp and is a mechanism to efficiently execute a portion of its ongoing share buyback program. Investors should note that the final number of shares received is subject to market conditions and potential adjustments, including the possibility of receiving fewer shares than initially expected under certain termination events.

Key Highlights

  • 1Fifth Third Bancorp entered into a $347 million share repurchase agreement with Morgan Stanley & Co. LLC.
  • 2The repurchase is part of a previously announced 100 million share repurchase program.
  • 3Fifth Third will pay $347 million on April 23, 2021, and expects to receive a substantial majority of shares by the same date.
  • 4Settlement of the transaction is expected to occur on or before June 28, 2021.
  • 5The number of shares received is based on a discount to the average daily volume-weighted average NASDAQ prices.
  • 6The agreement includes provisions for potential adjustments and termination by MSCO under certain extraordinary events, which could result in fewer shares being delivered.
  • 7This agreement constitutes a direct financial obligation for Fifth Third Bancorp.

Frequently Asked Questions

The primary purpose of this agreement is to execute a portion of Fifth Third Bancorp's existing 100 million share repurchase program. It's a way for the company to buy back its own stock from the open market, which can signal confidence and potentially increase earnings per share.

The exact number of shares is not fixed. Fifth Third will pay $347 million and expects to receive a substantial majority of the shares by April 23, 2021. The final number of shares delivered by Morgan Stanley & Co. LLC will be based on a discount to the average of the daily volume-weighted average NASDAQ prices during the repurchase agreement term, with potential adjustments at settlement.

Yes, there are potential risks. The number of shares received could be lower than initially anticipated if Morgan Stanley & Co. LLC terminates the agreement due to certain extraordinary events. Additionally, market price fluctuations during the term of the agreement will impact the final share count.

Fifth Third Bancorp will pay $347 million on April 23, 2021, and expects to receive a substantial majority of the shares by that date. The full settlement of the transaction is expected to occur on or before June 28, 2021.