Fifth Third Bancorp announced on September 23, 2026, that it has successfully completed an exchange offer for its outstanding unregistered senior notes. The Registered Exchange Offer expired at 5:00 p.m., New York City time, on September 22, 2026. The company stated that it has accepted for exchange all validly tendered and not withdrawn Restricted Notes.
The exchange involved two series of debt. The first series consists of 4.000% Senior Notes due 2029, with an aggregate principal amount outstanding of $334,650,000. Of this amount, $334,449,000 was tendered, representing 99.9399% of the outstanding principal. The second series consists of 5.982% Fixed-To-Floating Rate Senior Notes due 2030, with an aggregate principal amount outstanding of $938,141,000. Of this amount, $938,116,000 was tendered, representing 99.9973% of the outstanding principal.
Holders of the Restricted Notes who validly tendered their securities will receive an equal principal amount of Registered Notes upon settlement. The terms of the Registered Notes will be substantially identical to the Restricted Notes, except that the new notes will be registered under the Securities Act of 1933. Consequently, the transfer restrictions, registration rights, and additional interest provisions applicable to the Restricted Notes will not apply to the Registered Notes. The company expects the settlement of the Registered Exchange Offer to occur on or about September 24, 2026.
