8-KOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (May 22, 2026)

Filed May 22, 2026For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has announced the early tender results for its exchange offers concerning outstanding notes originally issued by Comerica Incorporated and assumed by Fifth Third Financial Corporation (FTFC). These offers allow eligible holders to exchange these existing FTFC notes for new Fifth Third notes, capped at an aggregate principal amount of $1,550,000,000, and/or cash. Concurrently, Fifth Third is soliciting consents to amend the indenture governing the existing FTFC notes. This filing provides an update on the progress of these exchange offers and consent solicitations. Investors should note that the exchange is being made pursuant to an Offering Memorandum and Consent Solicitation Statement, and the success of the exchange offers is subject to applicable law and specific conditions. The company has furnished the relevant press release detailing these early tender results.

Key Highlights

  • 1Fifth Third Bancorp is conducting exchange offers and consent solicitations for outstanding notes originally issued by Comerica Incorporated.
  • 2The exchange offers allow holders to swap existing FTFC notes for new Fifth Third notes and/or cash.
  • 3The aggregate principal amount of new Fifth Third notes offered is capped at $1,550,000,000.
  • 4Consents are being solicited to amend the indenture governing the existing FTFC notes.
  • 5Early tender results as of May 21, 2026, were announced on May 22, 2026.
  • 6The offers are subject to applicable laws and the terms outlined in the Offering Memorandum and Consent Solicitation Statement.

Frequently Asked Questions

The 'Exchange Offers' are an initiative by Fifth Third Bancorp (FITB) to allow holders of specific outstanding notes (originally from Comerica Incorporated and assumed by FTFC) to exchange them for new notes issued by Fifth Third and/or cash. The 'Consent Solicitations' are a related effort to gather consent from noteholders to make proposed amendments to the indenture that governs these existing FTFC notes.

Fifth Third Bancorp is offering up to an aggregate principal amount of $1,550,000,000 in new Fifth Third Notes through these exchange offers.

The outstanding notes being exchanged were originally issued by Comerica Incorporated and subsequently assumed by Fifth Third Financial Corporation (FTFC) as successor by merger.

Detailed information, including the terms and conditions of the exchange offers and consent solicitations, is available in the Offering Memorandum and Consent Solicitation Statement, as well as the press release dated May 22, 2026, furnished as Exhibit 99.1 to this Form 8-K filing.