Fifth Third Bancorp Completes Registered Senior Notes Exchange Offer

Summary of Event

On September 23, 2026, Fifth Third Bancorp filed a Current Report on Form 8-K under Item 8.01 (Other Events) announcing the expiration and final results of its registered exchange offer for outstanding restricted senior notes.

Exchange Offer Results

The exchange offer expired at 5:00 p.m. New York City time on September 22, 2026. The exchange allowed holders to exchange restricted senior notes—issued previously under exemptions from the Securities Act of 1933—for equal principal amounts of SEC-registered notes:

1. 4.000% Senior Notes due 2029:

   • Outstanding at Commencement: $334,650,000
   • Tendered & Accepted: $334,449,000 (99.9399%)

2. 5.982% Fixed-To-Floating Rate Senior Notes due 2030:

   • Outstanding at Commencement: $938,141,000
   • Tendered & Accepted: $938,116,000 (99.9973%)

Strategic & Financial Context

• No New Leverage: The registered notes represent the same underlying debt obligation issued under the same indenture; the transaction does not alter Fifth Third's total indebtedness or leverage ratio.
• Registration Rights Obligation: This exchange fulfills standard registration obligations incurred during prior private debt placements, removing transfer restrictions and registration rights penalties for bondholders.
• Settlement: Settlement of the exchange offer is anticipated to take place on or about September 24, 2026.
• Significance: Routine corporate debt administration with minimal direct impact on equity holders.