Fifth Third Bancorp filed a Form 8-K with the SEC on August 21, 2026, announcing the commencement of an offer to exchange all outstanding unregistered senior notes for an equal principal amount of new notes registered under the Securities Act of 1933.

Key Highlights

  • Exchange offer launched: Fifth Third Bancorp announced the commencement of an offer to exchange any and all outstanding unregistered senior notes for registered equivalents.
  • Equal principal amount: According to the filing, the new registered notes will be issued for an equal principal amount to the unregistered notes tendered.
  • Registration basis: The original unregistered notes were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended.
  • Press release attached: A press release dated August 21, 2026 was filed as Exhibit 99.1 and incorporated by reference into the report.
  • Signed by: The filing was signed by Brennen Willingham, Senior Vice President and Treasurer of Fifth Third Bancorp.

Fifth Third Bancorp Commences Registered Exchange Offer for Senior Notes

On August 21, 2026, Fifth Third Bancorp (NYSE:FITB), an Ohio-incorporated bank holding company headquartered at Fifth Third Center, 38 Fountain Square Plaza, Cincinnati, Ohio, filed a current report disclosing that it had commenced an exchange offer. According to the filing, the offer covers any and all outstanding unregistered senior notes that were previously issued under an exemption from the Securities Act of 1933.

The filing states that the exchange offer will provide holders of the unregistered notes the opportunity to exchange them for "an equal principal amount of new notes registered under the Securities Act." The company disclosed the announcement via a press release dated August 21, 2026, which was attached as Exhibit 99.1 and incorporated into the report by reference. No financial terms, aggregate principal amounts, maturity dates, or interest rates of the notes were specified in the body of the 8-K itself.

The filing includes a disclaimer stating that "this communication is not intended to and shall not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security," and that no offer, solicitation, purchase, or sale will be made in any jurisdiction where it would be unlawful. The report was filed under Item 8.01 (Other Events) and signed by Brennen Willingham, Senior Vice President and Treasurer, on behalf of Fifth Third Bancorp.

What Was Disclosed

Fifth Third Bancorp reported the commencement of an exchange offer for unregistered senior notes, to be swapped for an equal principal amount of Securities Act-registered notes, with a supporting press release filed as an exhibit on August 21, 2026.