Filed Pursuant to Rule 424(b)(3)
Registration No. 333-263894
This prospectus supplement relates to an effective registration
statement, but the information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, dated January 22, 2024
Prospectus supplement
(To prospectus dated March 28, 2022)
$
% Fixed Rate/Floating Rate Senior Notes due 2032
Issue Price for the Notes: %
Fifth Third Bancorp is offering $ in an aggregate principal amount of
% Fixed Rate/Floating Rate Senior Notes due 2032 (the notes).
The notes
will initially bear interest at the rate of % per annum, payable semi-annually in arrears on January and
on July of each year, commencing on the issue date and ending on January , 2031. Commencing on January
, 2031, the notes will bear interest at a floating rate per annum equal to Compounded SOFR (determined with respect to each quarterly interest period using the SOFR Index as described herein) plus
%, payable quarterly in arrears on April , 2031, July
, 2031, October , 2031 and at the maturity date (as defined below).
The notes will be unsecured senior obligations of Fifth Third Bancorp. The notes will be redeemable, in whole and in part, by us on and after the date that is 180 days
after the issue date and prior to January , 2031 (one year prior to the maturity date), at the greater of (i) the sum of present values of the remaining scheduled payments
of principal and interest thereon discounted to the redemption date on a semi-annual basis at the treasury rate (as defined below) plus basis points, less interest accrued to
the redemption date, and (ii) 100% of the principal amount on the notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. In addition, the notes will be redeemable, in whole, but not in part, by us on
January , 2031, the date that is one year prior to the maturity date, at 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon, if
any, to, but excluding, the redemption date. In addition, the notes will be redeemable, in whole or in part, by us on or after the 60th day prior to the maturity date at 100% of the principal amount of the notes being redeemed, plus accrued and
unpaid interest thereon, if any, to, but excluding, the redemption date. See Description of the NotesOptional redemption.
There will be no sinking
fund for the notes. The notes will be issued only in minimum denominations of $2,000 or any integral multiples of $1,000 in excess thereof.
See Risk
Factors beginning on page S-6 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement for a discussion of certain risks that you should consider in connection with an investment in
the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this
prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price to public |
|
|
Underwriting discount |
|
|
Proceeds to us |
|
Per note |
|
|
|
% |
|
|
|
% |
|
|
|
% |
Total for the notes |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The price to the public
set forth above does not include accrued interest, if any. Interest on the notes will accrue from January , 2024.
The notes are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
The notes will not be listed on any securities exchange or interdealer
market quotation system. Currently, there is no public market for the notes.
We expect that the notes will be ready for delivery through the book-entry facilities of
The Depository Trust Company, Clearstream Banking, société anonyme, or Euroclear Bank S.A./N.V., as operator of the Euroclear System, as applicable, against payment in New York, New York on or
about January , 2024, which is the business day following the date of this prospectus supplement (this
settlement cycle is referred to as T+ ). Purchasers of the notes should note that trading of the notes may be affected by the settlement date. See Underwriting (Conflicts of Interest).
Joint Book-Running Managers
|
|
|
|
|
|
|
Morgan Stanley |
|
Citigroup |
|
Fifth Third Securities |
|
RBC Capital Markets |
The date of this prospectus supplement is January , 2024.