8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Jul 21, 2025)

Filed July 21, 2025For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has entered into a significant share repurchase agreement with Deutsche Bank AG, London Branch, for approximately $300 million of its outstanding common stock. This transaction is part of the previously announced 100 million share repurchase program, demonstrating the company's commitment to returning capital to shareholders and potentially boosting earnings per share. The repurchase is structured through a master confirmation and supplemental confirmations, with Fifth Third paying $300 million to Deutsche Bank and expecting to receive a substantial majority of the shares by July 21, 2025. Investors should note that the exact number of shares to be repurchased will be based on a discount to the daily volume-weighted average NASDAQ prices during the agreement's term. The settlement is expected by September 29, 2025. While the agreement aims to be beneficial, it includes customary adjustment and termination provisions, and certain extraordinary events could lead to Fifth Third receiving fewer shares than initially anticipated. The relationship with Deutsche Bank, which has provided services in the past and may do so in the future, is also noted.

Key Highlights

  • 1Fifth Third Bancorp entered into a $300 million share repurchase agreement with Deutsche Bank.
  • 2This repurchase is part of the company's existing 100 million share repurchase program.
  • 3The transaction is structured with an aggregate payment of $300 million by Fifth Third.
  • 4The majority of shares are expected to be received by July 21, 2025, with final settlement by September 29, 2025.
  • 5The number of shares received is linked to a discount off the average daily volume-weighted average NASDAQ prices.
  • 6The agreement includes customary adjustments and termination provisions, with potential for fewer shares under certain extraordinary events.
  • 7Deutsche Bank and its affiliates have a history of providing services to Fifth Third and may continue to do so.

Frequently Asked Questions

The primary purpose is to execute a portion of Fifth Third Bancorp's previously announced 100 million share repurchase program, demonstrating a commitment to returning capital to shareholders and potentially enhancing shareholder value.

The number of shares Fifth Third will receive is generally based on a discount to the average of the daily volume-weighted average NASDAQ prices of its common stock during the term of the repurchase agreement. The final settlement may involve adjustments or further stock/cash delivery.

Yes, the agreement is subject to customary adjustment and termination provisions. In the event of certain extraordinary events, Deutsche Bank is entitled to terminate the agreement, which could result in Fifth Third receiving fewer shares than initially anticipated.

Fifth Third expects to receive a substantial majority of the shares by July 21, 2025, with the full settlement of the transaction expected to occur on or before September 29, 2025.