8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Jul 26, 2021)

Filed July 26, 2021For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced a significant share repurchase transaction through an 8-K filing dated July 26, 2021. The company entered into a repurchase agreement with Citibank, N.A. for approximately $550 million of its outstanding common stock. This move is part of Fifth Third's previously announced 100 million share repurchase program, underscoring the company's commitment to returning capital to shareholders. Under the agreement, Fifth Third will pay $550 million on July 27, 2021, and anticipates receiving the majority of the shares by the same date. The exact number of shares received will be based on a discount to the volume-weighted average price during the agreement's term, with potential for additional share delivery or cash adjustment at settlement. Investors should note that the transaction's final settlement is expected by September 29, 2021, and certain termination provisions exist that could impact the number of shares repurchased.

Key Highlights

  • 1Fifth Third Bancorp (FITB) entered into a $550 million share repurchase agreement with Citibank, N.A. on July 23, 2021.
  • 2The repurchase is part of the company's existing 100 million share repurchase program announced in June 2019.
  • 3Fifth Third will pay $550 million on July 27, 2021, and expects to receive most shares on the same day.
  • 4The number of shares repurchased will be based on a discount to the average daily volume-weighted average NASDAQ prices during the agreement's term.
  • 5Potential for additional share delivery or cash adjustments exists at settlement.
  • 6The transaction's final settlement is expected by September 29, 2021.
  • 7Customary termination provisions and adjustments apply, including potential impact from extraordinary events initiated by Citibank.

Frequently Asked Questions

The primary purpose of this agreement is to repurchase approximately $550 million of Fifth Third Bancorp's outstanding common stock. This action is part of the company's ongoing commitment to its previously announced 100 million share repurchase program, aimed at returning capital to shareholders.

Fifth Third Bancorp is scheduled to pay an aggregate of $550 million to Citibank, N.A. on July 27, 2021. The company expects to receive a substantial majority of the shares underlying the repurchase agreement on the same date.

The actual number of Fifth Third Bancorp common stock shares to be delivered by Citibank will generally be based 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. There is also a provision for potential adjustments at settlement, where Citibank may deliver additional shares or Fifth Third may elect to deliver additional stock or cash.

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