8-KOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (May 8, 2026)

Filed May 8, 2026For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has announced the commencement of exchange offers and consent solicitations for outstanding notes originally issued by Comerica Incorporated, following its recent merger with Fifth Third Financial Corporation. These offers allow holders of Comerica notes to exchange them for new notes issued by Fifth Third Bancorp and/or cash. Concurrently, Fifth Third is seeking consent to amend the terms of the Comerica notes, specifically to remove certain covenants, restrictive provisions, and events of default. This initiative is a strategic step to streamline the debt structure post-merger and reduce potential complexities. Investors should note that the new Fifth Third Bancorp notes are not registered with the SEC and can only be offered or sold under specific exemptions or in unregistered transactions. The full details and conditions of these offers are outlined in the Offering Memorandum and Consent Solicitation Statement dated May 8, 2026.

Key Highlights

  • 1Fifth Third Bancorp (FITB) has initiated exchange offers for Comerica Incorporated notes assumed by its subsidiary, Fifth Third Financial Corporation.
  • 2Holders of existing Comerica notes can exchange them for new Fifth Third Bancorp notes and/or cash.
  • 3Concurrent consent solicitations aim to remove restrictive covenants and events of default from the Comerica notes' governing indentures.
  • 4These actions are a direct result of the recently completed merger between Comerica Incorporated and Fifth Third Financial Corporation.
  • 5The exchange offers and consent solicitations are cross-conditioned on each other.
  • 6New Fifth Third Bancorp notes offered are unregistered, limiting their sale in the U.S. without registration or exemption.

Frequently Asked Questions

The primary purpose is to simplify Fifth Third Bancorp's debt structure following the acquisition of Comerica Incorporated. By offering to exchange existing Comerica debt for new Fifth Third debt and removing restrictive covenants, the company aims to streamline operations and reduce potential future complexities.

Eligible holders of the specified outstanding notes originally issued by Comerica Incorporated and now assumed by Fifth Third Financial Corporation are invited to participate. Specific eligibility and terms are detailed in the Offering Memorandum and Consent Solicitation Statement dated May 8, 2026.

The new Fifth Third Bancorp notes have not been registered with the SEC. Therefore, they cannot be offered or sold in the United States or to U.S. persons unless they are registered or qualify for an applicable exemption from registration requirements.

Investors who do not participate in the exchange offer will continue to hold the original Comerica notes. However, if the consent solicitation is successful, these notes will have fewer covenants and events of default, potentially altering their risk profile and marketability compared to their original terms.