Fifth Third Bancorp Reports Results of Registered Exchange Offer
Fifth Third Bancorp (NYSE: FITB) has announced the expiration and results of its registered exchange offer for certain outstanding unregistered senior notes that were previously issued through a private exchange transaction. The company said holders tendered nearly all of the eligible notes, and Fifth Third Bancorp has accepted all Restricted Notes that were validly tendered and not withdrawn before the expiration deadline.
The Registered Exchange Offer provided eligible holders with an opportunity to exchange their existing unregistered senior notes for an equal principal amount of newly issued notes registered under the Securities Act of 1933, as amended. The transaction is designed to transition the applicable securities into registered notes while maintaining substantially the same economic and debt terms for investors.
The exchange offer expired at 5:00 p.m., New York City time, on September 22, 2026. Following the expiration, Fifth Third Bancorp reviewed the valid tenders received and confirmed that all Restricted Notes properly submitted and not validly withdrawn had been accepted for exchange.
Nearly All Eligible Notes Were Tendered
The results demonstrate a very high level of participation among holders of the two series of Restricted Notes covered by the Registered Exchange Offer.
For the 4.000% Senior Notes due 2029, Fifth Third Bancorp had approximately $334.65 million in aggregate principal amount outstanding at the commencement of the offer. Holders tendered $334.449 million of these notes by the September 22 expiration deadline.
This represented approximately 99.9399% of the outstanding principal amount of the 4.000% Senior Notes due 2029. The company accepted all of the validly tendered notes for exchange.
The second series covered by the offer consisted of 5.982% Fixed-To-Floating Rate Senior Notes due 2030. Fifth Third Bancorp reported approximately $938.141 million in aggregate principal amount outstanding at the commencement of the transaction.
Of that amount, holders tendered $938.116 million, representing approximately 99.9973% of the outstanding principal amount. As with the 2029 notes, Fifth Third Bancorp accepted all Restricted Notes that were validly tendered and not validly withdrawn.
Together, the results indicate that holders representing virtually the entire outstanding principal amount of both note series participated in the exchange.
Exchange Covers Two Series of Senior Notes
The Registered Exchange Offer applies to two distinct series of Fifth Third Bancorp senior debt securities.
The first series consists of the company’s 4.000% Senior Notes due 2029. The notes had an aggregate principal amount of $334.65 million outstanding when the exchange offer commenced. Following the tender process, $334.449 million was accepted for exchange.
The second series consists of 5.982% Fixed-To-Floating Rate Senior Notes due 2030. These notes had an aggregate principal amount of $938.141 million outstanding at the beginning of the offer. Of that amount, $938.116 million was validly tendered and accepted.
The nearly complete participation rate across both securities means that only a very small amount of the original Restricted Notes remained outside the exchange transaction following the expiration of the offer.
Settlement Expected Around September 24
Fifth Third Bancorp said that the settlement of the Registered Exchange Offer is expected to take place on or about September 24, 2026.
Under the terms of the transaction, holders who validly tendered their Restricted Notes and did not validly withdraw them before the expiration date will receive Registered Notes with the same principal amount as the Restricted Notes they tendered.
For example, a holder who validly tendered $1 million principal amount of an eligible Restricted Note is expected to receive $1 million principal amount of the corresponding Registered Note upon settlement, subject to the terms of the exchange offer.
The exchange therefore does not involve a reduction in principal amount for participating holders. Instead, it changes the registration status and certain related legal provisions governing the securities.
Registered Notes to Maintain Substantially Similar Terms
Fifth Third Bancorp said the terms of the Registered Notes will be substantially identical to those of the corresponding Restricted Notes.
This means the exchange is primarily focused on replacing the unregistered securities with securities registered under the Securities Act rather than restructuring the underlying debt obligations.
The Registered Notes will correspond to the same respective series as the Restricted Notes exchanged by holders. The company also stated that the Registered Notes will represent the same debt as the Restricted Notes.
In addition, the Registered Notes will be issued under the same indenture that currently governs the Restricted Notes. An indenture is the legal agreement establishing the rights and obligations associated with debt securities, including the issuer’s obligations and the rights of noteholders.
By maintaining the same underlying debt and using the same governing indenture, Fifth Third Bancorp is keeping the fundamental structure of the securities consistent through the exchange process.
Key Differences Relate to Registration and Transfer Restrictions
Although the Registered Notes will have substantially similar terms to the corresponding Restricted Notes, Fifth Third Bancorp highlighted several important differences.
The new Registered Notes will be registered under the Securities Act. As a result, the transfer restrictions that applied to the Restricted Notes will no longer apply to the Registered Notes.
The Restricted Notes were originally issued pursuant to an exemption from the registration requirements of the Securities Act. Securities issued under such exemptions can be subject to restrictions concerning their resale and transfer.
The Registered Exchange Offer provides holders with registered securities instead, removing the applicable transfer restrictions associated with the Restricted Notes.
The company also said that registration rights and additional interest provisions applicable to the Restricted Notes will not apply to the Registered Notes.
These changes reflect the different legal status of the two forms of securities. While the economic terms and underlying debt remain substantially unchanged, the registered securities provide a different framework concerning registration and transfers.
Exchange Offer Followed Earlier Private Transaction
The Registered Exchange Offer relates to senior notes that Fifth Third Bancorp previously issued through a private exchange transaction.
The Restricted Notes were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. Following that private issuance, Fifth Third Bancorp launched the Registered Exchange Offer to provide holders with registered securities in exchange for the outstanding Restricted Notes.
This type of registered exchange can allow an issuer to fulfill registration-related obligations associated with securities originally issued in a private transaction while providing eligible holders with registered securities.
The exchange was structured on a principal-for-principal basis, meaning participating holders received an equal principal amount of Registered Notes of the applicable series rather than cash consideration.
Prospectus Filed With the SEC
The Registered Exchange Offer was conducted pursuant to the terms and conditions described in a prospectus filed with the U.S. Securities and Exchange Commission.
Fifth Third Bancorp said the relevant prospectus was dated August 21, 2026, and that the exchange offer was made subject to the conditions and provisions contained in that document, including any amendments or supplements.
The prospectus provides the formal disclosure framework for the transaction and describes the terms applicable to holders participating in the Registered Exchange Offer.
The company emphasized that the press release announcing the results does not itself constitute an offer to sell or a solicitation of an offer to buy any of the securities described in the announcement.
Investors and other interested parties therefore need to refer to the applicable offering documents and regulatory filings for the complete terms and conditions governing the securities and the exchange transaction.
Strong Participation Across Both Securities
The final tender results show that participation was exceptionally high for both series included in the offer.
The 4.000% Senior Notes due 2029 achieved a tender rate of approximately 99.94%, with $334.449 million of the $334.65 million outstanding principal amount tendered.
Meanwhile, the 5.982% Fixed-To-Floating Rate Senior Notes due 2030 recorded a tender rate of approximately 99.997%, with $938.116 million of the $938.141 million outstanding principal amount tendered.
The combined results leave only a small portion of the eligible Restricted Notes outside the exchange.
Fifth Third Bancorp’s acceptance of all validly tendered and non-withdrawn Restricted Notes completes the tender portion of the transaction. The remaining step is settlement, which the company expects to occur around September 24, 2026.
Implications for Fifth Third Bancorp’s Debt Securities
The completion of the Registered Exchange Offer represents another step in the administration of Fifth Third Bancorp’s outstanding debt securities.
Following settlement, participating holders will hold Registered Notes rather than the Restricted Notes they previously owned. The Registered Notes will continue to represent the same underlying debt and will be governed by the same indenture, while the registration status and associated transfer provisions will change.
For Fifth Third Bancorp, the transaction brings the applicable securities into registered form following their original issuance under an exemption from Securities Act registration requirements.
For holders, the exchange provides registered securities without changing the principal amount exchanged. The Registered Notes will retain substantially the same terms as the corresponding Restricted Notes, subject to the differences specifically identified by the company.
Settlement Marks Next Stage of Transaction
With the September 22 expiration deadline now passed, Fifth Third Bancorp has completed the tender and acceptance phase of the Registered Exchange Offer.
The company has accepted all eligible Restricted Notes that were validly tendered and not withdrawn. Settlement is expected on or about September 24, 2026, at which point participating holders are expected to receive an equal principal amount of the applicable Registered Notes.
The transaction covers $334.449 million of 4.000% Senior Notes due 2029 and $938.116 million of 5.982% Fixed-To-Floating Rate Senior Notes due 2030 that were validly tendered.
The high participation levels across both series mean that almost all outstanding securities subject to the Registered Exchange Offer are expected to transition into registered form following settlement.
Fifth Third Bancorp’s announcement provides the final tender results while directing investors to the August 21, 2026 prospectus and related Securities and Exchange Commission filings for the complete terms and conditions of the Registered Exchange Offer and the Registered Notes.
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