Fifth Third Bancorp Commences Registered Exchange Offer

About this update from Fifth Third Bancorp

Fifth Third Bancorp (NYSE: FITB) today announced the commencement of its offer to exchange (the “Registered Exchange Offer”) any and all of its outstanding unregistered senior notes (the “Restricted Notes”) previously issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of new notes registered under the Securities Act (the “Registered Notes”), as set forth below. On June 10, 2026, Fifth Third Bancorp completed offers to exchange any and all outstanding notes issued by its subsidiary, Fifth Third Financial Corporation, for the Restricted Notes issued by Fifth Third Bancorp, subject to the terms and conditions provided in a related offering memorandum. In connection with the issuance of the Restricted Notes, Fifth Third Bancorp entered into a registration rights agreement in which it agreed, among other things, to complete the Registered Exchange Offer. The terms of the Registered Notes to be issued in the Registered Exchange Offer are substantially identical to the terms of the corresponding series of Restricted Notes, except that the Registered Notes will be registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions applicable to the Restricted Notes will not apply to the Registered Notes. The Registered Notes will represent the same debt as the Restricted Notes, and Fifth Third Bancorp will issue the Registered Notes under the same indenture that governs the Restricted Notes. The Registered Exchange Offer consists of an offer to exchange up to the entire aggregate principal amount of each series of Restricted Notes for an equal principal amount of the corresponding series of Registered Notes as set forth in the following table: REGISTERED NOTES   RESTRICTED NOTES $334,650,000 4.000% Senior Notes due 2029 (CUSIP No. 316773DT4)   $334,650,000 4.000% Senior Notes due 2029 (CUSIP Nos. 316773DS6 and U3168PAB9) $938,141,000 5.982% Fixed-To-Floating Rate Senior Notes due 2030 (CUSIP No. 316773DR8)   $938,141,000 5.982% Fixed-To-Floating Rate Senior Notes due 2030 (CUSIP Nos. 316773DQ0 and U3168PAA1) The Registered Exchange Offer is being made pursuant to the terms and subject to the conditions set forth in a prospectus filed with the Securities and Exchange Commission dated Au...

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