Fifth Third Bancorp (NYSE: FITB) commenced a registered exchange offer on August 20, 2026, to swap outstanding unregistered senior notes for registered equivalents. The move aims to enhance the liquidity of its debt instruments.

The offer covers the entire aggregate principal amount of two series of restricted notes previously issued under exemptions from the Securities Act of 1933. Holders can exchange their restricted notes for an equal principal amount of new notes registered under the Securities Act.

Deal Structure

The registered notes will have terms substantially identical to the corresponding series of restricted notes. However, the new instruments will be free from transfer restrictions, registration rights, and additional interest provisions applicable to the original restricted notes. Both sets of notes represent the same debt and are governed by the same indenture.

This transaction follows a June 10, 2026, exchange offer where Fifth Third Financial Corporation swapped its outstanding notes for the restricted notes issued by Fifth Third Bancorp. A registration rights agreement executed at that time mandated this subsequent registered exchange offer.

Timeline and Procedures

Fifth Third Bancorp will accept valid tenders of restricted notes until 5:00 pm New York City time on September 22, 2026. Holders may withdraw tenders prior to this expiration date according to procedures outlined in the prospectus filed with the Securities and Exchange Commission on August 21, 2026.

Settlement will occur promptly after the expiration date, with the company issuing the registered notes pursuant to the offer terms. D.F. King & Co., Inc. serves as the exchange agent and information agent for the transaction.

Fifth Third Bancorp (NYSE: FITB) has been named a World’s Top Disability Inclusive Business by The Disability Index, recognizing the bank’s ongoing commitment to creating opportunities for individuals with disabilities. The award, conferred by Disability:IN, underscores Fifth Third’s focus on inclusive workplace practices, accessible banking solutions, and community partnerships. This recognition reflects the bank’s broader strategy to ensure employees, customers, and suppliers have greater opportunities to achieve their goals and financial well-being through expanded access and inclusion.

The designation comes as Fifth Third continues to advance its responsible business practices. Earlier this year, Ethisphere named Fifth Third one of the World’s Most Ethical Companies for the seventh time. Nancy Pinckney, chief human resources officer for Fifth Third, stated that creating an environment where all employees feel supported helps the bank better serve its customers and communities. Nate Bennett, chief inclusion officer for Fifth Third, added that inclusion is about ensuring every individual has the opportunity to participate, contribute, and thrive.

Workforce and Community Initiatives

Fifth Third’s commitment to disability inclusion extends across its workforce, community partnerships, suppliers, and customer offerings. The bank is a leading partner of Project SEARCH, a one-year program that helps high school students with disabilities transition into the workforce. Since the program’s inception in 2005, Fifth Third has trained more than 425 individuals, including 29 current employees.

These efforts are supported by Fifth Third’s network of 11 Business Resource Groups, which help foster belonging, strengthen community connections, and drive business innovation. Open to all employees, these groups create opportunities to share perspectives and experiences while contributing to a workplace where employees can thrive.

Accessible Banking Solutions

Fifth Third was also the first bank to design a checking account for the Achieving a Better Life Experience program, or ABLE. These accounts allow individuals with disabilities to save and invest assets for disability-related expenses without affecting eligibility for government benefits. By advancing accessibility in its product offerings, Fifth Third aims to help customers with disabilities manage their financial well-being more effectively.

About The Disability Index

The Disability Index is the world’s leading third-party benchmarking tool for evaluating corporate disability inclusion. Trusted by over 70% of the Fortune 100 and nearly half of the Fortune 500, the tool provides data-driven insights to assess performance, identify opportunities, and drive continuous improvement over time. Participation is open to companies operating in countries around the globe.