Terms

Series

6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A

Liquidation Preference

$1,000.00

Coupon Rate

6%

Rate Type

Fixed

Annual Dividend

$60.00

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

November 25, 2022

First Call Price

$1,000.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: Series A Class B Senior Securities (Any Capital Stock Expressly Ranking Senior), All Creditors And Debt Holders; Pari Passu With: Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Any Other Series A Class B Parity Securities; Senior To: Common Stock, Series A Class B Junior Securities (Any Capital Stock Not Expressly Ranking Pari Passu Or Senior)

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Shares Offered

200,000

Prospectus Summary

Fifth Third Bancorp (Cincinnati, OH) is issuing its 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A, with a liquidation preference of $1,000 per share and no par value. Dividends are paid quarterly in arrears on March 31, June 30, September 30, and December 31, beginning September 30, 2019, at a fixed annual rate of $60.00 per share. The stock is non-cumulative: if the board elects not to declare a dividend in any quarter, that payment is permanently forfeited and investors have no claim to recover it. The Series A preferred ranks senior to Fifth Third's common stock and any junior capital, and pari passu with its outstanding Series H, I, and J preferred stock. It is junior to all senior debt and creditor claims of Fifth Third Bancorp, which is a holding company structurally subordinated to its bank subsidiary, Fifth Third Bank. The issuer retains a regulatory capital call option: if a change in Federal Reserve rules or interpretations creates more than an insubstantial risk that the preferred no longer qualifies as Tier 1 Capital, the company may redeem all outstanding shares within 90 days at par plus declared and unpaid dividends — meaning investors bear the risk of early redemption precisely when the regulatory environment shifts. At the $1,000 liquidation preference, the effective yield is 6.00% per annum ($15.00 per quarter). Dividends from a bank holding company such as Fifth Third are generally expected to qualify as qualified dividend income (QDI) for individual investors at preferential 15%/20% tax rates, and for the dividends-received deduction (DRD) for eligible corporate holders, though the filing itself does not contain a tax opinion. Record dates are set 15 calendar days before each payment date. The dividend stopper provision blocks any dividends or repurchases on common stock or other junior securities if the most recent quarterly Series A dividend has not been paid in full, providing a degree of dividend priority protection for preferred holders.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Fifth Third Bancorp has not paid full dividends on the Series A preferred for the most recently completed dividend period, it cannot pay dividends on or repurchase its common stock or any other junior securities until the Series A dividend is made current.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 69 (Strong)