Fifth Third Bancorp

12/01/2021 | Press release | Distributed by Public on 12/01/2021 15:30

Material Event - Form 8-K

fitb-20211130

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 30, 2021
(Exact name of registrant as specified in its charter)
Ohio 001-33653 31-0854434
(State or other jurisdiction
of incorporation) 		(Commission
File Number) 		(IRS Employer
Identification No.)
Fifth Third Center
38 Fountain Square Plaza , Cincinnati , Ohio 45263
(Address of Principal Executive Offices) (Zip Code)
(800) 972-3030
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s) 		Name of each exchange
on which registered
Common Stock, Without Par Value FITB The NASDAQ Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I FITBI The NASDAQ Stock Market LLC
Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A FITBP The NASDAQ Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K FITBO The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 8.01 Other Events

As previously announced, on October 27, 2021, Fifth Third Bancorp ("Fifth Third") entered into an accelerated share repurchase transaction with Morgan Stanley & Co. LLC ("Morgan Stanley") pursuant to which Fifth Third would purchase approximately $316 million of its outstanding common stock. Fifth Third is repurchasing the shares of its common stock as part of its 100 million share repurchase program previously announced in a press release on June 18, 2019 and a current report on Form 8-K filed on June 20, 2019.

On November 30, 2021, Fifth Third was notified by Morgan Stanley that it had finished purchasing shares under the October 27thagreement. A total of 6,211,841 shares were repurchased upon execution of the agreement and an additional 1,072,572 shares will be repurchased upon completion of the agreement. The repurchase of the additional shares will settle on Thursday, December 2, 2021. In total, 7,284,413 shares were repurchased under the October 27thagreement, at an average price of $44.15 per share.

After the completion of the October 27thagreement, Fifth Third will have approximately 40.8 million shares of remaining repurchase authority under the aforementioned share repurchase program.

Morgan Stanley and certain of its affiliates have performed, and in the future may perform, various financial advisory and other services for Fifth Third and Fifth Third's affiliates for which they have received, and may in the future receive, customary fees and expenses.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



FIFTH THIRD BANCORP
(Registrant)

December 1, 2021 By: /s/ BRYAN PRESTON
Bryan Preston
Senior Vice President and
Treasurer