8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Jan 23, 2023)

Filed January 23, 2023For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has announced a new share repurchase agreement with Morgan Stanley & Co. LLC valued at approximately $200 million. This transaction is part of the company's previously established 100 million share repurchase program initiated in June 2019. The agreement allows Fifth Third to acquire a significant portion of its outstanding common stock from Morgan Stanley, with a payment of $200 million expected on January 24, 2023, and a substantial majority of the shares anticipated to be delivered by the same date. The terms of the repurchase are tied to market prices, with the number of shares received by Fifth Third generally based on a discount to the average daily volume-weighted average NASDAQ prices during the agreement's term. The settlement is expected by March 30, 2023. While the agreement aims to return capital to shareholders, it includes customary termination provisions and potential adjustments that could impact the final number of shares received, particularly in the event of extraordinary circumstances or termination by Morgan Stanley.

Key Highlights

  • 1Fifth Third Bancorp entered into a $200 million share repurchase agreement with Morgan Stanley.
  • 2The repurchase is part of the company's existing 100 million share repurchase program announced in June 2019.
  • 3Fifth Third will pay $200 million on January 24, 2023, and expects to receive most shares by that date.
  • 4The number of shares repurchased will be influenced by the market price of FITB's common stock.
  • 5Settlement of the transaction is expected by March 30, 2023.
  • 6The agreement includes provisions for potential adjustments and termination, which could affect the final number of shares repurchased.
  • 7This action indicates management's confidence in the company's valuation and commitment to returning capital to shareholders.

Frequently Asked Questions

This 8-K filing announces Fifth Third Bancorp's entry into a material definitive agreement for a share repurchase of approximately $200 million of its common stock from Morgan Stanley & Co. LLC.

This $200 million repurchase is an execution of the company's previously announced 100 million share repurchase program, which was initially communicated in June 2019.

The agreement is subject to customary adjustments and termination provisions. In certain extraordinary events, Morgan Stanley can terminate the agreement, which could result in Fifth Third receiving fewer shares than anticipated. The final number of shares is also dependent on market prices.

Fifth Third will pay $200 million on January 24, 2023, 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 March 30, 2023.