Terms

Series

6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I

Liquidation Preference

$25.00

Coupon Rate

6.625%

Rate Type

Fixed To Floating

Annual Dividend

$1.66

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

December 31, 2023

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Secured And Unsecured Debt (Including Subordinated Debt) Of Fifth Third Bancorp; Pari Passu With: Series H Preferred Stock (5.10% Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock), Any Future Parity Preferred Stock; Senior To: Common Stock, All Equity Securities Designated As Junior To Series I Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

No

Qualifies for DRD

Yes

Depositary Share Fraction

0.001

Shares Offered

18,000,000

Prospectus Summary

Fifth Third Bancorp (an Ohio-based bank holding company) is offering 18,000,000 depositary shares, each representing a 1/1,000th interest in a share of its 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, with a liquidation preference of $25 per depositary share. The fixed rate of 6.625% applies from issuance through December 30, 2023, after which the rate converts to three-month LIBOR plus 3.71%, reset quarterly; the first call date coincides with this transition on December 31, 2023. Critically, dividends are non-cumulative: if the board does not declare a dividend for any period, it is simply lost — there is no obligation to make it up in future periods, creating meaningful income risk for investors. The Series I Preferred Stock ranks senior to Fifth Third Bancorp's common stock and all junior equity, and pari passu with the existing Series H Preferred Stock, but is subordinate to all of the company's secured and unsecured debt (including subordinated debt). As a holding company issuer, Fifth Third Bancorp depends on dividends from its bank subsidiary (Fifth Third Bank) to fund preferred dividends, creating structural subordination risk — the bank subsidiary's creditors have priority over the holding company's ability to upstream cash. A regulatory capital event call is available prior to December 31, 2023: if a change in U.S. law or regulation creates more than an insubstantial risk that the preferred stock can no longer qualify as additional Tier 1 capital, the issuer may redeem the entire series at par, potentially disrupting investors' yield expectations. At the $25 offering price, the effective yield is 6.625% annually (~$0.414 per depositary share per quarter) during the fixed-rate period. Dividends are paid quarterly on March 31, June 30, September 30, and December 31, with record dates set by the board prior to each payment. For corporate holders, dividends qualify for the dividends-received deduction (DRD); individual investors should consult tax counsel regarding qualified dividend income (QDI) eligibility, as the prospectus does not explicitly confirm QDI treatment. Dividend payments can be interrupted if Fifth Third is deferring interest or in default on its junior subordinated debt securities, or if the board simply elects not to declare a dividend — with no right of accumulation or catch-up for holders.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Fifth Third has not paid full dividends on the Series I Preferred Stock for the current period, it cannot pay dividends on or repurchase its common stock or other junior securities; additionally, if Fifth Third is deferring interest or in default on its junior subordinated debt securities, it cannot declare or pay dividends on the Series I Preferred Stock.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 75 (Strong)