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 April 20, 2022
Prospectus supplement
(To prospectus dated March 28, 2022)
$
% Fixed Rate/Floating Rate Senior Notes due 2028
Issue Price for the Notes: %
% Fixed Rate/Floating Rate Senior Notes due 2033
Issue Price for the Notes: %
Fifth Third
Bancorp is offering $ in an aggregate principal amount of % Fixed Rate/Floating Rate Senior Notes due 2028 (the 2028
notes) and $ in an aggregate principal amount of % Fixed Rate/Floating Rate Senior Notes due 2033 (the 2033
notes). In this prospectus supplement, we refer to the 2028 notes and the 2033 notes collectively as the notes.
The 2028 notes will
initially bear interest at the rate of % per annum, payable semi-annually in arrears on April and on October of each year, commencing on the issue date, and ending on April
, 2027. Commencing on April , 2027, 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 July , 2027, October , 2027, January , 2028 and at the 2028 maturity date (as defined below).
The 2028 notes will mature on April , 2028.
The 2033 notes will initially bear interest at the rate of % per annum,
payable semi-annually in arrears on April and on October of each year, commencing on the issue date, and ending on April , 2032. Commencing on April ,
2032, 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 July , 2032, October , 2032, January , 2033 and at the 2033 maturity date (as defined below). The 2033 notes will mature on April , 2033.
The notes will be unsecured senior obligations of Fifth Third Bancorp. The 2028 notes will be redeemable, in whole, but not in part, by us on April
, 2027, and the 2033 notes will be redeemable, in whole, but not in part, by us on April , 2032, in each case, the date that is one year prior to the applicable 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 2028 notes will be redeemable, in whole or in part, by us on or after the 30th day prior to the 2028
maturity date and the 2033 notes will be redeemable, in whole or in part, by us on or after the 90th day prior to the 2033 maturity date, in each case 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 $1,000 in excess thereof.
See Risk
Factors beginning on page S-6 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement for a discussion of certain risks that you should consider in
connection with an investment in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
the notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
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Price to public |
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Underwriting discount |
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Proceeds to us |
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Per 2028 note |
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% |
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% |
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% |
Total for 2028 notes |
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$ |
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$ |
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$ |
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Per 2033 note |
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% |
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% |
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Total for 2033 notes |
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$ |
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$ |
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$ |
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The price to the public set forth above does not include accrued interest, if any. Interest on the notes will accrue from April
, 2022.
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 April , 2022, which is the third business day following the date of this
prospectus supplement (this settlement cycle is referred to as T+ 3). Purchasers of the notes should note that trading of the notes may be affected by the settlement date. See Undewriting (Conflicts of Interest).
Joint Book-Running Managers
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Goldman Sachs & Co. LLC |
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Fifth Third Securities |
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Morgan Stanley |
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RBC Capital Markets |
The date of this prospectus supplement is April , 2022.