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 October 24, 2022
Prospectus supplement
(To prospectus dated March 28, 2022)
$
% Fixed Rate/Floating Rate Senior Notes due 2028
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 notes).
The 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 October , 2027. Commencing
on October , 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 January , 2028, April , 2028, July
, 2028 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 October , 2027 (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 blow) 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 October , 2027, 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 30th 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 $1,000 in excess thereof.
See Risk Factors beginning on page S-6 of this prospectus supplement and in the
documents incorporated by reference in this prospectus supplement for a discussion of certain risks that you should consider in connection with an investment in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus
supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
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Price to public |
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Underwriting discount |
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Proceeds to us |
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Per note |
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% |
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% |
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% |
Total for the notes |
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$ |
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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 October
, 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 October , 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 Underwriting (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 October , 2022.