Fifth Third Bancorp Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K false 0000035527 0000035527 2019-12-13 2019-12-13 0000035527 us-gaap:CommonStockMember 2019-12-13 2019-12-13 0000035527 fitb:SeriesIPreferredStockMember 2019-12-13 2019-12-13 0000035527 us-gaap:SeriesAPreferredStockMember 2019-12-13 2019-12-13 0000035527 fitb:DepositarySharesRepresentingA11000thOwnershipInterestInAShareOf4.95PercentNonCumulativePerpetualPreferredStockSeriesKMember 2019-12-13 2019-12-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 13, 2019
Fifth Third Bancor
(Exact name of registrant as specified in its charter)
|
|
|
|
|
| Ohio |
|
001-33653 |
|
31-0854434 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
| Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio |
|
45263 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(800) 972-3030
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, Without Par Value |
|
FITB |
|
The NASDAQ Stock Market LLC |
| Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I |
|
FITBI |
|
The NASDAQ Stock Market LLC |
| Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A |
|
FITBP |
|
The NASDAQ Stock Market LLC |
| Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K |
|
FITBO |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As previously announced, on October 23, 2019, Fifth Third Bancorp (“Fifth Third”) entered into an accelerated share repurchase transaction with Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to which Fifth Third would purchase approximately $300 million of its outstanding common stock (the “October 23rd 2019 Repurchase”). Fifth Third is repurchasing these shares of its common stock as part of its 100 million share repurchase program previously announced in a press release on June 18, 2019 and a current report on Form 8-K filed on June 20, 2019 (the “June 2019 Repurchase Program”).
On December 13, 2019, Fifth Third was notified by Wells Fargo that it had finished purchasing shares in connection with the October 23rd 2019 Repurchase. In total, 10,169,284 shares will be repurchased under the October 23rd 2019 Repurchase at an average price of $29.9557 per share (9,020,163 shares were repurchased upon execution of the October 23rd 2019 Repurchase and an additional 1,149,121 shares will be repurchased tomorrow, December 17, 2019, upon settlement).
After completion of the October 23rd 2019 Repurchase, Fifth Third will have approximately 76 million shares of remaining repurchase authority under the aforementioned June 2019 Repurchase Program.
Wells Fargo and certain of its affiliates have performed, and in the future may perform, various financial advisory and other services for Fifth Third and Fifth Third’s affiliates for which they have received, and may in the future receive, customary fees and expenses.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
| |
|
|
|
FIFTH THIRD BANCORP |
| |
|
|
|
(Registrant) |
| |
|
|
|
|
|
|
| December 16, 2019 |
|
|
|
By: |
|
/s/ James C. Leonard |
| |
|
|
|
|
|
James C. Leonard |
| |
|
|
|
|
|
Executive Vice President and Treasurer |