8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Oct 28, 2021)

Filed October 28, 2021For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced on October 27, 2021, the entry into a significant share repurchase agreement with Morgan Stanley & Co. LLC for approximately $316 million. This transaction is part of the company's previously announced 100 million share repurchase program, demonstrating a continued commitment to returning capital to shareholders. The agreement is structured to repurchase common stock, with settlement expected by December 30, 2021. This agreement represents a substantial capital deployment activity for Fifth Third. While the majority of shares are expected to be delivered promptly, the final number of shares may be subject to adjustments based on market prices and certain contingent provisions. Investors should note the potential for additional share delivery or cash payment at settlement, as well as the termination provisions that could impact the total number of shares repurchased.

Key Highlights

  • 1Fifth Third Bancorp entered into a $316 million share repurchase agreement with Morgan Stanley.
  • 2The repurchase is part of the previously announced 100 million share repurchase program.
  • 3The transaction involves the purchase of Fifth Third's outstanding common stock.
  • 4Settlement of the repurchase agreement is expected to occur on or before December 30, 2021.
  • 5The final number of shares repurchased may be subject to adjustments based on market prices and contingent provisions.
  • 6Morgan Stanley may be obligated to deliver additional shares or Fifth Third may make a cash payment or deliver stock at settlement.
  • 7Customary termination provisions and extraordinary event clauses are included in the agreement.

Frequently Asked Questions

The primary purpose of this share repurchase agreement is to buy back Fifth Third Bancorp's outstanding common stock as part of its ongoing 100 million share repurchase program, signaling a commitment to returning value to shareholders.

The agreement is for approximately $316 million worth of common stock. The exact number of shares will be determined at settlement and will be based on market prices during the repurchase term, with potential for adjustments.

Fifth Third Bancorp expects the settlement of this transaction to occur on or before December 30, 2021. A substantial majority of the shares are expected to be received by October 29, 2021.

Yes, the final number of shares received by Fifth Third Bancorp could be impacted by market price fluctuations, as well as certain termination provisions and extraordinary events that could allow Morgan Stanley to terminate the agreement, potentially resulting in fewer shares being repurchased than initially anticipated.