Fifth Third swaps up to $1.55B Comerica notes for new FITB notes; consent solicitations

FIFTH THIRD BANCORP

Fifth Third Bancorp commenced Exchange Offers up to $1.55B aggregate principal of Existing FTFC (Comerica) notes for new FITB notes plus cash.
Two series targeted: 4.000% Senior Notes due 2029 ($550M) and 5.982% Fixed-to-Floating Sr Notes due 2030 ($1B).
Early tender date: May 21, 2026 at 5:00 p.m. NY time; Early Exchange Consideration includes $1.00 cash per $1,000 principal.
Concurrent Consent Solicitation seeks to amend indentures to eliminate certain covenants and events of default.
Exchange offers conditioned on each other; Fifth Third may waive conditions. New notes unregistered, subject to registration rights agreement.

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