8-KOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Sep 19, 2025)

Filed September 19, 2025For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has announced the redemption of all outstanding Series L Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock and associated depositary shares. The redemption is scheduled to occur on September 30, 2025, at a price of $25,000 per share for the preferred stock and $1,000 per depositary share, plus any declared but unpaid dividends. This action will result in no Series L Preferred Stock or depositary shares remaining outstanding upon completion. For the third quarter of 2025, the redemption is expected to reduce net income available to common shareholders by approximately $3.5 million. This impact will be recognized as incremental preferred dividend expense. Investors should note that this is an optional redemption by the company, indicating a strategic decision likely related to capital management or favorable market conditions for refinancing. The full details of the redemption notice are available in the attached press release.

Key Highlights

  • 1Fifth Third Bancorp is redeeming all outstanding Series L Preferred Stock and Depositary Shares.
  • 2The redemption date is set for September 30, 2025.
  • 3The redemption price for Series L Preferred Stock is $25,000 per share, plus declared unpaid dividends.
  • 4The redemption price for Depositary Shares is $1,000 per share, plus declared unpaid dividends.
  • 5The redemption is expected to reduce Q3 2025 net income available to common shareholders by approximately $3.5 million.
  • 6The reduction in net income will be recorded as incremental preferred dividend expense.
  • 7This redemption is an optional action by the company and will result in no Series L Preferred Stock or Depositary Shares remaining outstanding.

Frequently Asked Questions

Fifth Third Bancorp is redeeming all of its outstanding 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, and all outstanding depositary shares representing the Series L Preferred Stock. The redemption date is September 30, 2025.

The redemption price for the Series L Preferred Stock is $25,000 per share, plus any declared but unpaid dividends. For the Depositary Shares, the redemption price is $1,000 per share, plus any declared but unpaid dividends.

The redemption is expected to reduce Fifth Third Bancorp's net income available to common shareholders by approximately $3.5 million in the third quarter of 2025. This will be accounted for as incremental preferred dividend expense.

The filing states that the redemption is being made pursuant to the optional redemption provisions. While the exact strategic reasons are not detailed, such redemptions are typically undertaken by companies to manage their capital structure, potentially refinance at lower rates, or reduce preferred dividend obligations if market conditions are favorable.