Prospectus supplement
(To
prospectus dated March 28, 2019)
10,000,000 Depositary Shares
Each Representing a 1/1000th Ownership Interest in a Share of
4.95% Non-Cumulative Perpetual Preferred Stock, Series K
We are offering 10,000,000 depositary shares (Depositary Shares) each representing a 1/1000th ownership
interest in a share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K, no par value, $25,000 liquidation preference per share (equivalent to $25 per Depositary Share), or Series K
Preferred Stock, of Fifth Third Bancorp, deposited with American Stock Transfer & Trust Company, LLC, as depositary. The Depositary Shares will be evidenced by depositary receipts. As a holder of Depositary Shares, you will be
entitled to all proportional rights and preferences of the Series K Preferred Stock (including dividend, voting, redemption and liquidation rights, if any). You must exercise such rights through the depositary.
Commencing on September 17, 2019, dividends on the Series K Preferred Stock will accrue, on a non-cumulative basis, at an annual
rate of 4.95%. Dividends on the liquidation preference of $25,000 per share of Series K Preferred Stock will be payable, when, as and if declared by our board of directors, quarterly in arrears on each of March 31, June 30,
September 30, and December 31, beginning on December 31, 2019.
If our board of directors has not declared a dividend on the Series K Preferred Stock
before the dividend payment date for any dividend payment period, such dividend shall not be cumulative and shall not accrue or be payable for such dividend payment period, and we will have no obligation to pay dividends for such dividend payment
period, whether or not dividends on the Series K Preferred Stock are declared for any future dividend payment period.
The Series K Preferred Stock has no stated
maturity date. Subject to obtaining all required regulatory approvals, at our option, from time to time, on any dividend payment date on or after September 30, 2024, we may redeem the Series K Preferred Stock and the related Depositary Shares,
in whole or in part, at 100% of their liquidation preference, plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. In addition, the Series K Preferred Stock and the related Depositary Shares
may be redeemed, at our option, subject to obtaining all required regulatory approvals, in whole but not in part, at any time, following the occurrence of a regulatory capital event, as described herein, at 100% of their liquidation
preference, plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends.
The Series K Preferred Stock will rank
equally with our outstanding Series H Preferred Stock, Series I Preferred Stock, and Series J Preferred Stock, and the Class B Preferred Stock, Series A (the Series A Class B Preferred Stock), junior to our secured and
unsecured debt, and senior to our common stock. The Series K Preferred Stock will not have voting rights, except as required by Ohio law and described under Description of the Series K Preferred StockVoting rights.
We have applied for listing of the Depositary Shares on the NASDAQ Global Select Market. If the listing is approved, trading of the Depositary Shares is expected to
commence within the 30-day period after the original issue date of the Series K Preferred Stock.
Investing in the
Depositary Shares representing interests in the Series K Preferred Stock involves risks. See Risk factors beginning on page S-6 of this prospectus supplement to read
about important factors you should consider before buying the Depositary Shares.
Neither the Securities and Exchange
Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The Depositary Shares and the Series K Preferred Stock are not savings or deposit accounts or other obligations of any bank and are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency.
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Per Depositary Share
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Total
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Initial public offering price(1)
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$
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25.00
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$
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250,000,000.00
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Underwriting discounts(2)
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$
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0.7496
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$
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7,495,525.00
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Proceeds to us before expenses
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$
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24.2504
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$
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242,504,475.00
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(1)
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Plus declared dividends, if any, on the Series K Preferred Stock from September 17, 2019 to the date of delivery.
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(2)
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Reflects 706,000 Depositary Shares sold to institutional investors for which the underwriters received an underwriting
discount of $0.25 per Depositary Share and 9,294,000 Depositary Shares sold to retail investors for which the underwriters received an underwriting discount of $0.7875 per Depositary Share.
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The underwriters expect to deliver the Depositary Shares in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New
York on September 17, 2019 (T+3).
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Joint Book-Running Managers
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Morgan Stanley
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J.P. Morgan
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Wells Fargo Securities
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UBS Investment Bank
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Co-Manager
Fifth Third Securities
Prospectus Supplement dated September 12, 2019