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): March 29, 2021

	

(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.  ☐

Item 8.01 Other Events

As previously announced, on January 22, 2021, Fifth Third Bancorp (“Fifth Third”) entered into an accelerated share repurchase transaction with Morgan Stanley & Co. LLC (“MSCO”) pursuant to which Fifth Third would purchase approximately $180 million of its outstanding common stock (the “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”).

March 29, 2021 was the final termination date for this Repurchase. In total, 5,318,395 shares have been repurchased under the Repurchase at an average price of $34.6976 per share (4,951,456 shares were repurchased upon execution of the Repurchase and an additional 366,939 shares were repurchased today, March 31, 2021, upon settlement).

After completion of the Repurchase, Fifth Third will have approximately 71 million shares of remaining repurchase authority under the aforementioned June 2019 Repurchase Program.

MSCO 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)

March 31, 2021 By: /s/ BRYAN PRESTON        
Senior Vice President and
Treasurer