FITBO · Fifth Third Bancorp

Following the merger of Comerica into FTFC, a wholly owned subsidiary of Fifth Third Bancorp, the company launched Exchange Offers to swap outstanding notes originally issued by Comerica (now Existing FTFC Notes) totaling $1.55 billion for new Fifth Third Notes. This restructuring allows Fifth Third to consolidate debt onto its balance sheet while FTFC seeks consents to amend indentures, removing restrictive covenants and events of default to enhance flexibility. The offers are tightly linked—tenders require consents and vice versa—with early tenders by May 21, 2026, offering a premium ($1,000 New Notes + $1 cash per $1,000) versus standard $970 New Notes thereafter. Limited to qualified institutional buyers and non-U.S. persons, the unregistered notes include registration rights obligating Fifth Third to file exchange offers within 365 days of settlement. Investors should note the cross-conditions and Fifth Third's discretion to waive, extend, or terminate, providing strategic control post-merger.