FITB 8-K Current Reports

FIFTH THIRD BANCORP 8-K Report, Financial Results (Oct 19, 2026)

Fifth Third Bancorp reported its third quarter 2026 financial results, showcasing resilience and strategic progress. The company achieved diluted earnings per share of $0.90, with an adjusted figure of $1.13, excluding certain items. Net interest income saw a significant year-over-year increase of 49% to $2.28 billion, driven by higher market rates and the integration of Comerica. While noninterest income experienced a sequential decrease, it grew 29% year-over-year, supported by wealth management and commercial banking revenues. Credit quality remained stable, with a net charge-off ratio of 31 basis points and a healthy loan-to-core deposit ratio of 76%. The company successfully completed its systems conversion with Comerica, maintaining strong client and banker retention. Fifth Third Bancorp also highlighted its robust deposit growth, up 3% sequentially, and a strengthening capital position, with a CET1 capital ratio of 10.02%.

Oct 19, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Sep 24, 2026)

Fifth Third Bancorp (FITB) disclosed on September 24, 2026 that it delivered a redemption notice to Wilmington Trust Company, as trustee, for all $500 million of its outstanding 1.707% Fixed Rate/Floating Rate Senior Notes due 2027 (CUSIP 316773 DD9, the "2021 Notes"). The notes will be redeemed on November 1, 2026, one year before their scheduled November 1, 2027 maturity, at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date. Interest stops accruing on the redemption date, and payment requires holders to surrender the notes to the trustee. Once completed, no 2021 Notes will remain outstanding. For investors, this is a routine capital-structure event rather than a change in the bank's strategy or earnings outlook. The filing does not state the funding source. Because the redemption is at par, there is no call premium or gain or loss on extinguishment to report. The principal is modest relative to a large regional bank's balance sheet, so the effect on capital, liquidity, and net interest margin should be limited. Any change in funding costs would depend on how the $500 million is replaced, which the filing does not address. The redemption also lowers the company's outstanding senior debt by $500 million and removes a note that carried a fixed coupon of 1.707% through its first reset period. Investors who track FITB's debt maturity ladder or funding mix should update their models accordingly. The filing itself is brief and provides no financial metrics beyond the notes' terms.

Sep 24, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Sep 23, 2026)

Fifth Third Bancorp (FITB) filed an 8-K to report the September 22, 2026 expiration and results of its registered exchange offer. The offer allowed holders of previously issued unregistered (restricted) senior notes to swap them for substantially identical notes registered under the Securities Act of 1933. This is a housekeeping transaction under the bank's existing debt documentation, not a new financing. The company is not raising capital, and the filing contains no earnings, balance sheet, or guidance information. According to the press release (Exhibit 99.1), holders tendered nearly all of the outstanding restricted notes. Of the two series, the 4.000% Senior Notes due 2029 had $334.65 million outstanding and $334.45 million tendered (99.94%). The 5.982% Fixed-to-Floating Rate Senior Notes due 2030 had $938.14 million outstanding and $938.12 million tendered (99.997%). In total, about $1.273 billion of restricted notes were tendered, roughly 99.98% of the amount outstanding, leaving about $226,000 untendered. The company accepted all validly tendered notes. Settlement, in which holders receive registered notes, is expected on or about September 24, 2026. For investors, the practical effect is limited. The registered notes represent the same debt, issued under the same indenture, with the same economic terms. The main change is that transfer restrictions, registration rights, and additional interest provisions no longer apply, which improves liquidity and tradability. The high participation rate suggests a broad holder base and little friction in the exchange. The filing does not change the bank's leverage, liquidity, capital position, or credit profile.

Sep 23, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Sep 14, 2026)

Fifth Third Bancorp (FITB) filed a routine 8-K under Regulation FD to furnish a presentation it will deliver at the 2026 Barclays Global Financial Services Conference on September 15, 2026. The filing contains no new financial results, guidance changes, or material events; the company states that its 3Q26 outlook is unchanged from its July 17, 2026 earnings call. The information is furnished rather than filed, so it does not carry Section 18 liability unless specifically incorporated by reference. The presentation's substance centers on the Comerica acquisition (closed February 2026), which has taken Fifth Third to roughly $300 billion in assets and $234 billion in deposits, ranking it 9th among U.S. commercial banks. Management reports that the Comerica conversion is complete, with about 600K customer accounts added and on-track achievement of $850 million in pre-tax run-rate expense synergies by 4Q26. Management targets a 19%+ ROTCE and a 53% efficiency ratio in 2027, compared with an adjusted ROTCE of 17.8% and efficiency ratio of 55.9% in 2025 as cited in the deck. For investors, the deck highlights growth levers rather than new numbers: a planned 150+ Texas and Southeast de novo branch build-out, a ~$10 billion-per-opportunity deposit thesis, a higher core consumer deposit mix, and a lower NDFI lending concentration than most peers. The 3Q26 guidance (NII up 2–2.5%, noninterest income up 1–3%, noninterest expense down 1–2%, NCO ratio of 30–35 bps) was reiterated and should be read against the forward-looking-statement caveats included in the deck.

Sep 14, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Aug 21, 2026)

Fifth Third Bancorp (NYSE: FITB) filed an 8-K on August 21, 2026 under Item 8.01 (Other Events) to announce the commencement of a registered exchange offer. The offer lets holders swap any and all of the company's outstanding unregistered ("Restricted") senior notes for substantially identical notes registered under the Securities Act of 1933. The filing is administrative in nature: the Registered Notes represent the same debt, are issued under the same indenture, and carry the same economic terms. The only practical differences are that the transfer restrictions, registration rights, and additional interest provisions no longer apply to the registered notes. The exchange offer is a follow-on to the June 10, 2026 exchange in which Fifth Third Bancorp swapped notes issued by its subsidiary, Fifth Third Financial Corporation, for the Restricted Notes, and it fulfills a registration rights agreement the company entered into when issuing those notes. The two series covered are $334,650,000 of 4.000% Senior Notes due 2029 and $938,141,000 of 5.982% Fixed-to-Floating Rate Senior Notes due 2030, for a combined $1.27 billion in principal. The offer expires at 5:00 p.m. New York City time on September 22, 2026, unless extended, and settlement follows promptly after expiration. The release does not disclose any change in the bank's capital position, earnings, liquidity, or credit profile, and it contains no new financial results. For investors, the filing confirms a routine regulatory housekeeping step that should not affect the value or credit quality of the existing debt. Its main relevance is for holders of the Restricted Notes, who must tender by the deadline if they want freely tradable registered securities.

Aug 21, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Jul 30, 2026)

Fifth Third Bancorp furnished an investor presentation under Item 7.01 (Regulation FD) for use in a July 2026 non-deal roadshow. The filing contains no new earnings results, guidance changes, or transaction announcements. It is a marketing and strategy deck, and the Company states that it is not deemed filed under Section 18 of the Exchange Act. Its central message is that the February 2026 Comerica acquisition has made Fifth Third a Top 10 U.S. bank, with about $300 billion in assets, $234 billion in deposits, and roughly 1,500 branches as of 6/30/26. Management highlights a 2Q26 adjusted ROTCE of 17.8%, up from 9.9% in 2016, and targets a 19%+ ROTCE and a 53% efficiency ratio in 2027. The deck also cites a $500 million five-year revenue synergy opportunity from the Comerica combination and claims no tangible book value per share dilution from the deal. The presentation emphasizes revenue diversification and growth engines. Fee revenue is about 33% of pro forma revenue on an LTM basis, with pro forma noninterest income of about $4.2 billion. Commercial Payments and Wealth & Asset Management are each described as $1 billion-plus revenue businesses. Management also outlines a growth plan centered on Southeast and Texas expansion, including about 150 planned Texas de novo branches by 2029 and an ambition to build four $10 billion deposit opportunities. Credit metrics are presented as strong. The 2Q26 net charge-off ratio is 0.30%, and NDFI (non-depository financial institution) exposure is $13.1 billion, about 7% of loans and described as the second-lowest among peers. For investors, the key takeaway is that this filing provides management's strategic framework and long-term targets rather than new financial data. Investors should treat the forward-looking targets, synergy estimates, and pro forma figures as management projections subject to the risks listed in the cautionary statement, including merger integration risk. Verification should rely on the 2Q26 earnings release and the Company's 10-Q and 10-K filings, which contain the GAAP reconciliations referenced in the deck.

Jul 30, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Financial Results (Jul 17, 2026)

Fifth Third Bancorp (FITB) reported second quarter 2026 results on July 17, 2026, with reported diluted EPS of $0.83 (net income available to common shareholders of $763 million) versus $0.15 in 1Q26 and $0.88 a year ago. Adjusted diluted EPS was $1.02 after excluding $0.19 of net negative items, primarily $155 million after-tax of merger-related charges tied to the Comerica acquisition. The year-over-year comparison is distorted by the Comerica transaction, which closed February 1, 2026, and added a full quarter of balance sheet and expense in 2Q26. Total assets reached $300 billion, and the company formally became a Category III institution. Net interest income (FTE) rose 14% sequentially to $2.22 billion, with net interest margin up 6 bps to 3.36%, and adjusted efficiency improved to 57.1% from 61.9%. Credit quality improved: net charge-offs fell to 0.30% (lowest since 2Q23) from 0.37% in 1Q26, and the provision for credit losses dropped to $129 million from $227 million, which had included an $83 million Day 1 Comerica allowance build. The NPA ratio rose modestly to 0.60% from 0.57%, with nonaccrual loans up to $1.04 billion, so investors should watch the trend in nonperforming balances even though charge-offs are low. Fee income also grew, with noninterest income excluding certain items up 13% sequentially to $1.04 billion, led by wealth management, commercial payments, and capital markets. Management expects the full $850 million expense synergy run-rate by 4Q26, contingent on the Labor Day weekend systems conversion. Capital is a mixed picture. CET1 ended at 9.93%, up 4 bps sequentially, but the year-to-date decline reflects Comerica-related impacts and $933 million of pre-tax merger charges. No share repurchases occurred in the first half of 2026. Tangible book value per share rose to $23.15 from $22.88, aided by AOCI accretion. Management's 3Q26 guidance calls for net interest income up 2–2.5%, noninterest income up 1–3%, and adjusted noninterest expense down 1–2% from the 2Q26 baseline, with a net charge-off ratio of 30–35 bps.

Jul 17, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Jun 10, 2026)

Fifth Third Bancorp (FITB) has successfully completed its exchange offers and consent solicitations for certain outstanding notes originally issued by Comerica Incorporated and assumed by Fifth Third Financial Corporation (FTFC). This transaction, finalized on June 10, 2026, involved exchanging existing FTFC notes for new notes issued by Fifth Third Bancorp and cash. Concurrently, Fifth Third obtained consent to amend the indentures governing the existing notes, removing several covenants, restrictive provisions, and events of default. This strategic move aims to streamline the company's debt structure and potentially reduce compliance burdens associated with these legacy obligations.

Jun 10, 2026 8-K

Securities & ListingRegulation FDExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Jun 9, 2026)

Fifth Third Bancorp (FITB) filed this Form 8-K under Regulation FD to furnish a slide presentation (Exhibit 99.1) for its appearance at the Morgan Stanley US Financials Conference on June 10, 2026. The filing contains no new financial results, no material definitive agreements, and no announced transactions. Its substance is an investor-relations update that reiterates the company's positioning as a top-10 U.S. bank following the Comerica acquisition, which closed February 1, 2026 (legal close). The presentation's key quantitative content includes pro-forma scale of roughly $297 billion in assets and $234 billion in deposits as of 3/31/26, ranking 9th among U.S. commercial banks, and 1,489 branches. Management reiterated 2Q26 guidance (unchanged from the April 17, 2026 earnings call): average loans of $178–179 billion, net interest income of $2.20–2.25 billion, noninterest income of $1.00–1.06 billion, noninterest expense of $1.87–1.89 billion, a net charge-off ratio of 30–35 bps, and an effective tax rate of 22.5%. Long-term targets include a 19%+ ROTCE and a 53% efficiency ratio in 2027, and management expects $850 million in pre-tax run-rate expense synergies by year-end 2026. Total merger and integration costs incurred through 1Q26 were $657 million, against an expected total of about $1.3 billion. For investors, the filing is primarily informational. Its most useful signals are the reaffirmed 2Q26 guidance, the stated timeline for the Comerica systems conversion over Labor Day weekend (September 4–7, 2026), and management's emphasis on deposit growth, fee diversification, and branch expansion, including about 150 planned Texas de novo branches by 2029. Because the presentation is forward-looking and the company disclaims any duty to update it, investors should verify figures against the 10-Q and earnings release.

Jun 9, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Listing Notice (Jun 3, 2026)

Fifth Third Bancorp (FITB) filed an 8-K on June 3, 2026, disclosing that it will move the listing of its common stock and four series of depositary shares from Nasdaq to the New York Stock Exchange. On June 1, 2026, the company notified Nasdaq of its intent to voluntarily withdraw the listings. Trading on Nasdaq is expected to end at market close on June 11, 2026, and trading on the NYSE is expected to begin at market open on June 12, 2026. The common stock keeps the ticker "FITB," and the preferred depositary shares move to "FITB PRA," "FITB PRI," "FITB PRK," and "FITB PRM." The filing is administrative and contains no financial results, guidance, capital metrics, or operational updates. The company describes the move as the largest bank listing transfer in NYSE history, according to NYSE's president, and Chairman, CEO, and President Tim Spence and the board are scheduled to ring the NYSE opening bell on June 12. For investors, the change is mainly a matter of venue and ticker presentation. It should not by itself affect the company's fundamentals, dividends, or share count, although investors should confirm trading details with their brokers around the transition dates. The Item 7.01 disclosure, including the press release (Exhibit 99.1), is furnished rather than filed under the Exchange Act, so it is not subject to Section 18 liability unless specifically incorporated into another filing.

Jun 3, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Corporate Update (May 22, 2026)

Fifth Third Bancorp (FITB) and its subsidiary Fifth Third Financial Corporation (FTFC) announced early participation results in private exchange offers and consent solicitations for two series of senior notes originally issued by Comerica and assumed by FTFC after the merger. As of the 5:00 p.m. New York time Early Tender Date on May 21, 2026, holders had validly tendered $330.5 million of the $550 million 4.000% Senior Notes due 2029 (60.10%) and $937.3 million of the $1.0 billion 5.982% Fixed-to-Floating Rate Senior Notes due 2030 (93.73%). Combined early tenders total roughly $1.27 billion. Holders receive new Fifth Third Bancorp notes, with early participants getting $1,000 of new notes plus $1.00 in cash per $1,000 tendered, and late participants getting $970 of new notes. The filing is a liability management action rather than a financial results release. It involves no cash outlay of significance, no equity issuance, and no change to share count. Its main effects are to refinance and consolidate legacy Comerica-era FTFC debt into Fifth Third Bancorp's own obligations, which simplifies the capital structure and aligns the debt with the parent. The consent solicitations received the required consents for both series, so the proposed indenture amendments will take effect at final settlement, expected within two business days after the June 8, 2026 expiration date unless extended. The offers are cross-conditioned, meaning each depends on completion of the other, though Fifth Third may waive that condition. For investors, the key points are the high participation in the 2030 notes, the headroom under the $1.55 billion cap for new notes, and the fact that the new notes are unregistered and carry only a commercially reasonable efforts registration obligation within 365 days. The filing gives no earnings, capital ratio, or guidance information, so it should be read as a debt management update rather than a fundamental performance signal.

May 22, 2026 8-K

Leadership ChangesShareholder Matters

FIFTH THIRD BANCORP 8-K Report, Corporate Update (May 8, 2026)

On May 8, 2026, Fifth Third Bancorp (FITB) announced private exchange offers and concurrent consent solicitations for notes originally issued by Comerica Incorporated and assumed by its subsidiary Fifth Third Financial Corporation (FTFC) following the recently completed merger of Comerica into FTFC. The filing covers two series of Existing FTFC Notes: the 4.000% Senior Notes due 2029 ($550 million outstanding) and the 5.982% Fixed-to-Floating Rate Senior Notes due 2030 ($1.0 billion outstanding). Holders may exchange their notes for new Fifth Third Bancorp notes plus cash, with up to $1.55 billion aggregate principal amount of New Fifth Third Notes available under the offers. The exchange is structured with an early tender deadline of 5:00 p.m. New York time on May 21, 2026, offering $1,000 of new notes plus $1.00 cash per $1,000 tendered, versus $970 of new notes for tenders after that date and before the June 8, 2026 expiration. Consent solicitations run alongside the offers and seek to eliminate certain covenants, restrictive provisions and events of default from the existing indentures. Each exchange offer is conditioned on completion of the other, although Fifth Third may waive that condition. Participation is limited to eligible holders (QIBs or certain non-U.S. persons), and the new notes are unregistered, with a registration rights agreement requiring commercially reasonable efforts to register the exchange within 365 days of settlement. For investors, this is primarily a liability management and debt consolidation step tied to the Comerica integration rather than a new capital raise or a change in reported earnings. The key economic points are the coupon and maturity terms on the replacement notes, the take-up rate, and whether the removal of covenant protections for remaining noteholders affects their credit position. The filing does not disclose the new notes' coupons or the outcome of the offers, so those details will come from the Offering Memorandum and subsequent filings.

May 8, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Apr 24, 2026)

Fifth Third Bancorp (FITB) filed an 8-K on April 24, 2026, detailing the outcomes of its Annual Meeting of Shareholders held on April 21, 2026. The primary focus of this filing is the shareholder voting results on key corporate governance matters. All sixteen incumbent directors were overwhelmingly re-elected to the Board, indicating strong shareholder confidence in the current leadership and strategic direction of the company. Additionally, shareholders approved the appointment of Deloitte & Touche LLP as the independent external audit firm for 2026, a crucial decision for financial oversight and transparency. The filing also includes the results of an advisory vote on executive compensation, which received majority approval from shareholders. This suggests that, while not binding, the company's approach to compensating its executives is generally aligned with shareholder sentiment. Overall, the 8-K signals a stable governance environment with continued shareholder support for the board and the company's auditor.

Apr 24, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Apr 21, 2026)

Fifth Third Bancorp furnished an 8-K on April 21, 2026, attaching the slide presentation for its 2026 Annual Meeting of Shareholders (Exhibit 99.1). The deck contains no new quarterly or annual financial results. It recaps full-year 2025 performance and the agenda: election of directors, ratification of auditors, and an advisory vote on named executive officer compensation. The voting results were to be announced at the meeting and are not in this filing. The 2025 metrics presented were a 1.19% return on average assets, a 12.6% return on average common equity, a 56.9% efficiency ratio (non-GAAP), a 72% loan-to-core deposit ratio, and a 10.81% CET1 ratio. Management also cited a net interest margin increase of 24 bps versus 2024 and a 16 bps increase in 4Q25 versus 4Q24, along with 40% growth in Middle Market new client acquisition and 50 new Southeast branches. Dividends declared per common share rose from $1.08 in 2020 to $1.54 in 2025, a 5-year CAGR of about 7%, and the company claimed a top-three peer ranking on shareholder return. The deck also highlights the pro forma combined franchise following the Comerica Incorporated merger: about $294 billion in assets, $237 billion in deposits, $173 billion in loans, and 1,482 U.S. branches, which management describes as the 9th largest U.S. bank. Investors should note that the presentation is largely promotional, the peer and pro forma figures are unaudited and not directly comparable to reported GAAP results, and the forward-looking risk factors include the risks of integrating Comerica.

Apr 21, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Financial Results (Apr 17, 2026)

Fifth Third Bancorp (FITB) reported first quarter 2026 net income available to common shareholders of $128 million, or $0.15 per diluted share, down sharply from $699 million ($1.04) in the prior quarter and $478 million ($0.71) a year earlier. The results are heavily distorted by the February 1, 2026 closing of the all-stock acquisition of Comerica (about $12.7 billion), which included only two months of Comerica activity. Reported EPS absorbed a net $0.68 per-share hit from certain items, chiefly $657 million of pre-tax merger-related charges and an $83 million Day 1 allowance build. Management's adjusted EPS was $0.83. Reported results were therefore not representative of underlying earnings power, and investors should focus on adjusted metrics and the post-merger run rate. On an underlying basis, the quarter showed strong operating momentum. Net interest income (FTE) rose 26% sequentially to $1.94 billion, and net interest margin expanded 17 bps to 3.30%, helped by Comerica, lower funding costs and about $38 million of purchase accounting accretion. Adjusted noninterest income grew 13% sequentially to $921 million, and adjusted noninterest expense was $1.77 billion. Credit performance improved, with the net charge-off ratio falling to 0.37% and the nonperforming asset ratio to 0.57%. Total assets reached $297 billion and total deposits $234 billion, with demand deposits rising to 28% of total deposits. Tangible book value per share increased to $22.88, up 15% year over year. Offsetting these positives, the CET1 ratio fell 85 bps to 9.96% because of the acquisition, and no share repurchases were made. The company also issued updated 2Q26 and full-year 2026 guidance. Management framed its priorities as "stability, profitability, and growth, in that order." Key open items include integration execution, the remaining merger-related charges (roughly half of the expected full-year total was taken in Q1), and whether the expense base and revenue synergies develop as guided. Investors should also note that the filing furnishes these materials under Items 2.02 and 7.01, meaning they are not deemed filed for Exchange Act Section 18 purposes.

Apr 17, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Mar 11, 2026)

Fifth Third Bancorp's 8-K furnishes the slide deck for its March 11, 2026 presentation at the RBC Capital Markets Financial Institutions Conference under Item 7.01 (Regulation FD). The filing reports no new quarterly or annual financial results. Its substance is an updated view of the combined company after the Comerica acquisition, which legally closed February 1, 2026, with pro forma assets of $294 billion, deposits of $237 billion, loans of $173 billion, and 1,482 U.S. branches. The deck positions Fifth Third around stability, profitability, and growth, and emphasizes a diversified revenue mix, a branch-driven deposit franchise, and a multi-year de novo expansion program in the Southeast and Texas. The most useful investor information is the refreshed 2026 and 1Q26 guidance. Full-year net interest income of $8.6 to $8.8 billion, average loans in the mid-$170 billion range, net charge-offs of 30 to 40 basis points, and a 23% tax rate were all unchanged from January. Full-year noninterest income guidance was narrowed to $4.0 to $4.2 billion from $4.0 to $4.4 billion, and noninterest expense was narrowed to $7.2 to $7.3 billion from $7.2 to $7.5 billion, which suggests modestly tighter fee and cost expectations. For 1Q26, management guided to net interest income of about $1.93 billion, noninterest income of $0.90 to $0.93 billion, noninterest expense of $1.76 to $1.78 billion, net charge-offs of 35 to 40 basis points, and 830 to 835 million average diluted shares. The deck also highlights integration milestones: three conversion mock tests in 2Q26 and 3Q26 and a planned systems and branch conversion on September 8, 2026. Management argues that Fifth Third's de novo branches generate about $50 million of deposits per branch versus a $35 million peer average, and that its low share of relationship-light consumer deposits supports funding quality. These are management claims, not audited results, and the deck repeats extensive forward-looking and non-GAAP cautionary language. Investors should weigh the integration execution risk and the sensitivity of net interest income to the rate path, which the guidance assumes ends 2026 with a 3.25% Fed funds rate.

Mar 11, 2026 8-K/A

Exhibits & Filings

FIFTH THIRD BANCORP 8-K/A Report, Exhibit Filing (Mar 4, 2026)

On March 4, 2026, Fifth Third Bancorp (FITB) filed Amendment No. 1 to its February 2, 2026 Form 8-K to supply the financial statements and pro forma information required for its completed acquisition of Comerica Incorporated, which closed effective February 1, 2026. The amendment is primarily a disclosure filing: it adds Comerica's audited 2024/2023 financial statements (Exhibit 99.1), unaudited September 30, 2025 interim statements (Exhibit 99.2), and unaudited pro forma combined financial information (Exhibit 99.3). It does not change any other disclosure in the original 8-K, and the pro forma figures are illustrative rather than predictive of actual results. The pro forma data show the scale of the combination. On a September 30, 2025 pro forma basis, the combined company has roughly $294.9 billion in total assets (versus Fifth Third's historical $212.9 billion), about $230 billion in deposits, and about $30.7 billion in equity. Comerica contributed approximately 1.87 Fifth Third shares per Comerica share, implying about 239 million new FITB shares and a preliminary purchase consideration of about $10.6 billion at the October 24, 2025 reference price of $42.63. The preliminary goodwill estimate is $2.76 billion and identifiable intangibles about $1.26 billion. Pro forma combined net income for the year ended December 31, 2024 is about $1.44 billion, but this figure is depressed by an estimated $1.3 billion of merger and restructuring costs and about $806 million of day-one credit loss provisions on non-PCD acquired loans; the nine-month 2025 pro forma net income is about $2.32 billion. Pro forma diluted EPS is about $2.38 for the nine months ended September 30, 2025 (versus Fifth Third's historical $2.49) and $1.34 for 2024 (versus $3.14 historical), reflecting the roughly 35% increase in share count. Investors should treat the filing as a detailed picture of the transaction's accounting, not as evidence of near-term earnings. Purchase price allocation, merger cost estimates, and loan fair value marks are all explicitly preliminary and may change materially before the 12-month measurement period closes. The filing also notes that Fifth Third has not yet fully aligned Comerica's accounting policies with its own, so further reclassifications or adjustments could follow.

Mar 4, 2026 8-K

Leadership Changes

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Feb 24, 2026)

Fifth Third Bancorp (FITB) has filed an 8-K report detailing the approval of Performance Share Unit (PSU) awards to key executive officers, including the CEO, COO, CFO, Chief Risk Officer, and Chief Information Officer. These awards, granted on February 18, 2026, are designed to incentivize the successful integration of subsidiaries following the previously announced merger with Comerica Incorporated and Comerica Holdings Incorporated. The PSU payout is tied to performance against an integration scorecard, with a potential range of 0% to 125% of target. Vesting occurs over two years post-grant, contingent on continued employment and satisfactory performance, with specific provisions for termination due to death or disability, or involuntary termination under defined circumstances.

Feb 24, 2026 8-K

Leadership ChangesAcquisitions & DispositionsFinancial Events+4

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Feb 10, 2026)

Fifth Third Bancorp (FITB) filed this 8-K under Regulation FD to furnish an investor presentation it delivered at the BofA Securities 2026 Financial Services Conference on February 10, 2026. The filing contains no new financial results, guidance changes, or material events; its substance is a corporate overview and strategic positioning deck. The company describes itself as a top-performing regional bank with $294 billion in assets, $237 billion in deposits, $173 billion in loans, and 1,482 U.S. branches, ranking roughly 7th to 9th among U.S. commercial banks on these measures as of December 31, 2025 (pro forma for the pending Comerica combination). The presentation's central theme is the Comerica integration. The legal close occurred February 1, 2026, with systems and branch conversion targeted for September 8, 2026, preceded by three conversion mock tests in 2Q26 and 3Q26. Management highlights its middle market franchise (middle market loans grew from $18B to $37B on a 2021 to 2025 basis, with the salesforce expanding from 283 to 626) and a de novo branch strategy in the Southeast and Texas, which it says drives low-cost retail deposit growth. Management also claims top-quartile total shareholder returns across 3-, 5-, 7-, and 10-year periods (trailing as of January 27, 2026), though the peer ranking charts are presented without underlying peer identities. For investors, the key takeaways are execution risk around a large merger integration and reliance on management's forward-looking claims about de novo deposit growth and share price outperformance. The deck itself is promotional, relies heavily on non-GAAP and forward-looking projections (for example, a ~1,750-branch footprint by 2030E and deposit opportunity estimates), and refers readers to the 4Q25 earnings release for reconciliations. It should be read alongside the 10-K and the Comerica transaction disclosures rather than as standalone evidence of future performance.

Feb 10, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Acquisition Completed (Feb 2, 2026)

On February 2, 2026, Fifth Third Bancorp (FITB) announced it has completed its merger with Comerica Incorporated, creating what it describes as the ninth-largest U.S. bank with approximately $294 billion in assets. The Transaction was executed through two merger steps in which Comerica and Comerica Holdings merged into Fifth Third Financial Corporation (Fifth Third Intermediary), and Comerica Bank and Comerica Bank & Trust, N.A. were merged into Fifth Third Bank, National Association. Each Comerica common share was converted into 1.8663 Fifth Third common shares (with cash in lieu of fractional shares), and Comerica's Series B preferred stock was exchanged for a newly created Fifth Third preferred series, represented by 16,000,000 depositary shares (1/40th interest each). Equity awards were converted into Fifth Third awards on the same exchange-ratio basis. Fifth Third also assumed roughly $2.4 billion of Comerica debt: $1,790 million of senior and subordinated notes at the parent level and $626 million of subordinated notes at the bank level. Governance changes include expansion of the Fifth Third board to 16 directors, with three former Comerica directors (Michael G. Van de Ven, Barbara R. Smith, and Derek J. Kerr) appointed effective February 1, 2026. Management highlighted plans for about 1,750 branches by 2030, 150 new de novo branches in Texas, and full system and brand conversions expected in the third quarter of 2026. For investors, the key items to monitor are execution on cost savings and revenue synergies, the integration of Comerica's middle-market franchise, and the pace of deposit growth in faster-growing Sunbelt markets. The filing does not include the pro forma or acquired-business financial statements, which are to be filed by amendment within 71 calendar days, so the detailed financial impact of the deal is not yet available from this document.

Feb 2, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Jan 29, 2026)

Fifth Third Bancorp (FITB) has announced the successful issuance of $2 billion in senior notes through a public offering on January 29, 2026. This offering consists of $1 billion in 4.566% Fixed Rate/Floating Rate Senior Notes due 2032 and $1 billion in 5.141% Fixed Rate/Floating Rate Senior Notes due 2037. The net proceeds from this issuance are approximately $1.988 billion, after accounting for underwriting discounts and estimated expenses. This debt issuance, conducted under an existing shelf registration statement, is a strategic move to bolster Fifth Third's capital structure. The notes are a mix of fixed and floating rates, providing flexibility. Investors should note that the specific terms, representations, and conditions of this offering are detailed in various agreements including the Underwriting Agreement and Supplemental Indenture, which are incorporated by reference in the filing.

Jan 29, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Jan 26, 2026)

Fifth Third Bancorp (FITB) filed this 8-K on January 26, 2026 to furnish earnings-related information for Q4 2025 (originally released January 20, 2026) and Comerica's Q4 2025 results, plus an Ernst & Young consent. The filing is informational: the figures are unaudited and preliminary, and the audited financials will appear in the 2025 Form 10-K, which could change them. The headline result was strong: Q4 2025 net income available to common shareholders of $699 million, or $1.04 per diluted share, up 15% sequentially and 20% year over year. Full-year 2025 EPS was $3.53, versus $3.14 in 2024. Results were supported by net interest income up 6% year over year to $1.533 billion (FTE), a net interest margin of 3.13% (up 16 bps year over year), and noninterest income up 11% year over year to $811 million. Credit quality improved: net charge-offs fell to $125 million (0.40% NCO ratio) from $339 million in Q3, which included a $178 million fraud-related impairment. The NPA ratio fell to 0.65%, and the ACL covered 1.96% of loans. Capital strengthened, with the CET1 ratio rising to an estimated 10.77% and tangible book value per share reaching $22.60 (up 21% year over year). Management did not repurchase shares in Q4 because of the pending Comerica acquisition. Comerica's Q4 2025 results show net income of $176 million and diluted EPS of $1.27 ($1.46 excluding $32 million of merger-related expense), with CET1 of an estimated 12.02%. Shareholders of both companies approved the merger on January 6, 2026, and it is expected to close in Q1 2026, subject to remaining customary conditions. Investors should weigh the strong standalone quarter against integration execution risk and the dilution and capital implications of the combination.

Jan 26, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Financial Results (Jan 20, 2026)

Fifth Third Bancorp (FITB) reported fourth quarter 2025 diluted EPS of $1.04 (net income available to common shareholders of $699 million), up 14% sequentially and 22% year-over-year, with net negative impact of $0.04 from certain items (adjusted EPS roughly $1.08). Full-year 2025 diluted EPS was $3.53 versus $3.14 in 2024. The quarter featured record net interest income of $1.533 billion (FTE), up 6% year-over-year, with NIM flat sequentially at 3.13%, and noninterest income of $811 million, up 11% year-over-year. Credit quality improved markedly: the net charge-off ratio fell to 0.40% from 1.09% in 3Q25, which had included a $178 million fraud-related commercial credit impairment, and the NPA ratio held at 0.65%. Capital and profitability strengthened. CET1 rose 20 bps to 10.77%, and tangible book value per share grew 21% year-over-year to $22.60. Adjusted ROA was 1.41%, adjusted ROTCE excluding AOCI was 16.2%, and the adjusted efficiency ratio improved 50 bps year-over-year to 54.3%. Fifth Third repurchased no shares in the quarter because of the pending Comerica acquisition, which management expects to close on February 1, 2026. The company also issued 2026 guidance on a combined basis, including net interest income of $8.6 to $8.8 billion, noninterest income of $4.0 to $4.4 billion, noninterest expense of $7.0 to $7.3 billion, and a net charge-off ratio of 30 to 40 bps. The filing is furnished under Items 2.02 and 7.01 and is not deemed filed under the Exchange Act. Investors should weigh the strong standalone quarter against integration risk from the Comerica combination, which will materially change the size and cost base of the company. Its forward-looking statements flag risks including integration, synergy realization, and the closing timeline.

Jan 20, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Jan 14, 2026)

Fifth Third Bancorp (FITB) disclosed in this Form 8-K that it has received Federal Reserve Board approval to acquire Comerica Incorporated (CMA), the final major regulatory approval it needed. This follows the OCC's approval on December 15, 2025 and Comerica and Fifth Third shareholder approvals on January 6, 2026. The transaction, announced October 5, 2025, is structured as a two-step merger in which Comerica merges into a Fifth Third subsidiary, followed by Comerica Holdings merging in, with Comerica's two banks subsequently merging into Fifth Third Bank, N.A. at a time Fifth Third chooses. The expected closing date is February 1, 2026, subject to remaining customary closing conditions. For investors, the filing is primarily a procedural milestone, but it materially reduces deal-completion risk. The companies state the combined entity will be the ninth-largest U.S. bank with roughly $290 billion in assets, based on Comerica's $77.4 billion in total assets at September 30, 2025. Management claims immediate earnings accretion, no dilution to tangible book value per share, and more than $500 million in annual revenue synergies. These are management projections, not audited results, and the filing carries extensive forward-looking-statement caveats covering integration, synergy realization, credit quality, and regulatory conditions. The filing does not disclose purchase price, exchange ratio, or share issuance count in this excerpt, so investors should consult the October 8, 2025 8-K and the final closing announcement for those terms. Key items to monitor are the closing itself, the timing of the Bank Mergers, and the pace of system and brand conversions, which management expects later in 2026.

Jan 14, 2026 8-K

Shareholder MattersRegulation FDExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Jan 13, 2026)

Fifth Third Bancorp (Nasdaq: FITB) filed an 8-K on January 13, 2026 under Item 8.01 (Other Events) to disclose that its subsidiary, Fifth Third Bank, National Association, has delivered a redemption notice for all of its outstanding 3.850% Subordinated Notes due March 15, 2026. The notes, originally issued March 15, 2016, carry a $750 million principal amount. Redemption is scheduled for February 13, 2026, at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date. The redemption is being exercised under the notes' initial optional redemption provisions, ahead of their scheduled maturity, and upon completion no Subordinated Bank Notes will remain outstanding. For investors, this is a routine capital-structure housekeeping event rather than a material change to the bank's financial position. Retiring $750 million of subordinated debt reduces the bank's outstanding Tier 2-type subordinated funding, and since the notes mature only about a month after the redemption date, the early call removes a near-term obligation without requiring a premium payment. The filing does not state how the redemption will be funded, so investors should look to the company's subsequent disclosures or its next quarterly report (Form 10-Q) for details on the funding source and any resulting effect on regulatory capital ratios or liquidity. The filing also references the pending merger with Comerica Incorporated within the forward-looking statements risk factors, which is a significant corporate development for investors to track separately. This 8-K itself does not discuss the merger's terms, timing, or status. Overall, the notice is administrative in nature and carries limited direct impact on FITB's earnings or valuation, though it may be read as the bank managing its debt maturity profile proactively.

Jan 13, 2026 8-K

FIFTH THIRD BANCORP 8-K Report, Shareholder Vote Results (Jan 6, 2026)

Fifth Third Bancorp (FITB) shareholders approved the issuance of common stock in connection with its proposed acquisition of Comerica Incorporated (CMA) at a special meeting held January 6, 2026. The stock issuance proposal, which also satisfies Nasdaq Rule 5635(d) for issuances exceeding 20% of outstanding shares, passed with 536.8 million votes for, 1.09 million against, and 0.38 million abstentions. Because the issuance proposal carried, the adjournment proposal was not needed and the meeting concluded without adjournment. Quorum was met with 80.84% of voting power present. The vote is a key procedural milestone. Comerica stockholders voted the same day and approved the merger with 97.0% of votes cast in favor, while Fifth Third's shareholder vote was reported at 99.7% in favor of the combination. Fifth Third and Comerica expect the transaction to close in the first quarter of 2026, subject to remaining customary closing conditions. The combined company would be the ninth largest U.S. bank with roughly $290 billion in assets, according to management. Remaining risks include regulatory approvals, the possibility of conditions imposed by regulators, integration execution, cost and synergy realization, and dilution from the new share issuance. The filing itself is largely procedural; the vote removes a major shareholder-side hurdle, but closing still depends on regulatory approvals and other conditions not described in this 8-K.

Jan 6, 2026 8-K

Leadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Dec 12, 2025)

Fifth Third Bancorp (FITB) filed an 8-K on December 12, 2025, reporting two board changes. Director Thomas H. (Hal) Harvey gave notice on December 8, 2025 that he will retire from the Board effective January 7, 2026. On December 9, 2025, the Board appointed Priscilla Almodovar as a director effective the same date, filling Harvey's seat. She will serve on the Nominating and Corporate Governance Committee and the Risk and Compliance Committee. Almodovar's background is substantial. She most recently served as President and CEO of Fannie Mae, and earlier led Enterprise Community Partners, held a Managing Director role at JPMorgan Chase, and ran the New York State Housing Finance Agency. Her experience in regulated, housing-finance, and capital-markets settings is relevant to a regional bank with a large mortgage and risk-management footprint. The filing discloses no financial results, guidance, or operational changes. For investors, this is a routine governance update with limited financial impact. The filing discloses a pro-rated director RSU grant of $41,712 under the Director Pay Program, which is immaterial to Fifth Third's financial position. The main signal is a board addition with regulatory-risk and housing-finance expertise, which may matter to shareholders focused on governance quality.

Dec 12, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Dec 9, 2025)

Fifth Third Bancorp (FITB) filed this 8-K under Item 7.01 (Regulation FD) to furnish its investor presentation for the 2025 Goldman Sachs U.S. Financial Services Conference, scheduled for December 10, 2025. The filing itself contains no new financial results; its substance is management's positioning of the franchise and an updated 4Q25 outlook, alongside extensive disclosure about the pending acquisition of Comerica Incorporated. The presentation describes Fifth Third as a top-performing regional bank with $213 billion in assets, $167 billion in deposits, and 1,102 U.S. branches as of September 30, 2025, and emphasizes strong shareholder returns, a diversified revenue mix, and a Southeast de novo branch build-out. The most consequential item for investors is the Comerica transaction. Management states the combination would create the 9th largest U.S. bank by assets (about $288 billion pro forma), with no tangible book value per share dilution, a 22% IRR, and $850 million in expense synergies expected to be realized in 2027. Management targets 19%+ ROTCE and an efficiency ratio in the low-to-mid 50s within roughly two years, and identifies $500 million+ in revenue opportunities over 3-5 years. Timeline milestones include joint proxy filing (November 5, 2025), shareholder meetings expected in early 1Q26, anticipated legal close in 1Q26, and branch and systems conversion in early 4Q26. Key execution risks include integration, regulatory approvals, and the Direct Express program transition. For the fourth quarter of 2025, management guided to average loans up roughly 1%, net interest income stable to up roughly 1% versus the 3Q25 baseline of $1.525 billion, noninterest income up 2-3%, noninterest expense up roughly 2%, a net charge-off ratio of about 40 basis points, and an effective tax rate of 23%. The guidance assumes a 3.75% year-end federal funds rate. Investors should note that this document is a conference presentation rather than an earnings release, and that its forward-looking statements and non-GAAP measures carry significant caveats.

Dec 9, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Nov 6, 2025)

Fifth Third Bancorp (FITB) filed this Form 8-K under Regulation FD to furnish an investor presentation it will deliver on November 7, 2025 at the BancAnalysts Association of Boston Annual Bank Conference. The filing itself contains no new financial results, guidance, or material transaction terms; its substance lies in Exhibit 99.1, a slide deck presented by COO Jamie Leonard and CFO Bryan Preston. The deck is largely a positioning document: it describes Fifth Third as a top-performing regional bank with $213 billion in assets, $167 billion in deposits, and 1,102 U.S. branches as of 9/30/25, and emphasizes peer-leading returns, efficiency, and total shareholder return. Most of the deck's weight, however, is devoted to the pending merger with Comerica Incorporated, which would create a combined institution with roughly $288 billion in pro forma assets and $224 billion in deposits (June 30, 2025 basis), making it the 9th largest U.S. bank by total assets. Management's merger case rests on several claims: no tangible book value per share dilution, a 22% IRR on identified expense synergies, pro forma ROTCE of 19%+ (a 200+ bps improvement), and an efficiency ratio in the low-to-mid 50s. These are management projections based on 2027E consensus and are illustrative, and the deck explicitly warns they are not forecasts. Investors should note that the synergy and profitability figures are unaudited pro forma estimates, and the filing lists numerous risks, including regulatory approval, integration execution, shareholder approval, dilution from roughly the issuance of new Fifth Third shares, and cost overruns. The Form S-4 (File No. 333-291296) is not yet effective, so no definitive joint proxy statement/prospectus has been mailed. For investors, the key takeaway is that this filing is primarily a communications event rather than a discrete corporate action. It provides a clear, management-authored articulation of the Comerica thesis ahead of the transaction's regulatory and shareholder approval process, and it is the most detailed public framing of the combined company's strategy and projected economics to date. Readers should weigh these projections skeptically and monitor the forthcoming S-4/proxy materials and the transaction's closing conditions.

Nov 6, 2025 8-K

Material AgreementsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Financial Results (Oct 17, 2025)

Fifth Third Bancorp (FITB) reported third-quarter 2025 diluted EPS of $0.91 (GAAP), up from $0.88 in 2Q25 and $0.78 a year ago, and $0.93 on an adjusted basis after a $0.02 net hit from interchange litigation charges partly offset by an FDIC special assessment benefit. Net income available to common shareholders was $608 million. The quarter showed continued margin and revenue momentum: net interest income (FTE) rose 2% sequentially and 7% year-over-year to $1.525 billion, net interest margin expanded to 3.13% (seventh straight quarterly expansion), and noninterest income excluding certain items grew 7% sequentially to $789 million, led by a 28% rebound in capital markets fees. Adjusted efficiency improved to 54.1%, and management cited the fourth consecutive quarter of positive operating leverage. Credit was the main negative. Net charge-offs jumped to $339 million (a 1.09% NCO ratio, versus 0.45% in 2Q25), driven by a $178 million impairment on a single asset-backed finance commercial credit. Excluding that credit, the NCO ratio was roughly 0.52%. The provision for credit losses rose 14% sequentially to $197 million, while the ACL ratio declined to 1.96% of portfolio loans, and nonperforming assets improved to 0.65%. Capital remained solid, with CET1 at an estimated 10.54%, and the company repurchased $300 million of stock and raised its common dividend 8% to $0.40. Management guided 4Q25 to modest loan growth, NII stable to up about 1%, noninterest income up 2-3%, and a net charge-off ratio near 40 bps. The release also flags the pending merger with Comerica as a key risk factor.

Oct 17, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Oct 8, 2025)

Fifth Third Bancorp (FITB) has announced a significant strategic move through an Agreement and Plan of Merger with Comerica Incorporated (CMA). This filing details the definitive agreement for a merger that will see Comerica merge with a Fifth Third subsidiary, followed by the merger of Comerica's banking entities into Fifth Third Bank, National Association. The transaction is structured as a stock-for-stock exchange, with Comerica common stockholders to receive 1.8663 shares of Fifth Third common stock for each share they hold. Preferred stockholders of Comerica will receive a new series of Fifth Third preferred stock with comparable terms.

Oct 8, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Oct 6, 2025)

On October 6, 2025, Fifth Third Bancorp (FITB) and Comerica Incorporated (CMA) announced a definitive merger agreement under which Comerica will merge into Fifth Third Financial Corporation, a wholly-owned subsidiary of Fifth Third. The all-stock transaction is valued at approximately $10.9 billion. Comerica stockholders will receive 1.8663 Fifth Third shares per Comerica share, implying $82.88 per share based on Fifth Third's October 3, 2025 closing price and a 20% premium to Comerica's 10-day VWAP. Pro forma ownership will be roughly 73% Fifth Third and 27% Comerica, and the combined company would be the 9th largest U.S. bank with about $288 billion in assets. Management projects the deal to be immediately accretive, with 2027E EPS accretion of roughly 9% ($4.89 pro forma versus $4.50 consensus), a 19%+ return on tangible common equity, and an efficiency ratio in the low-to-mid 50s. The key earnings driver is $850 million of pre-tax expense synergies, equal to about 35% of Comerica's projected noninterest expense base. Costs to achieve are estimated at $1.3 billion pre-tax (1.5x synergies), recognized at close. The company cites a 22% IRR, a price/tangible book value of 1.73x, and a price/2026E earnings multiple of 15.4x (7.9x including synergies). Credit and rate purchase accounting marks total roughly $806 million gross credit mark and a $1.7 billion after-tax AFS securities rate mark. The transaction is expected to close at the end of Q1 2026 (presentation assumes March 31, 2026), subject to shareholder approvals at both companies and customary regulatory approvals. Strategically, the deal expands Fifth Third's presence in high-growth Southeast, Texas, and California markets, adds a larger middle-market commercial franchise, and builds two $1B+ fee businesses (Commercial Payments and Wealth and Asset Management). Investors should weigh the expected accretion and synergy case against integration execution risk, regulatory timing, dilution to existing Fifth Third shareholders (about 27% of the combined company goes to Comerica holders), and the typical risks associated with large bank combinations. Note that the filing itself is a Regulation FD disclosure and the investor materials contain forward-looking projections not guaranteed to be achieved.

Oct 6, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Sep 30, 2025)

Fifth Third Bancorp (FITB) has announced the completion of an accelerated share repurchase (ASR) transaction initiated on July 18, 2025. Under this agreement with Deutsche Bank AG, London Branch, Fifth Third repurchased a total of 6,929,352 shares of its common stock. The total value of the repurchased shares was approximately $300 million, with an average repurchase price of $43.2941 per share. This ASR was part of the previously announced 100 million share repurchase program, indicating the company's continued commitment to returning capital to shareholders. Following the completion of this ASR, Fifth Third Bancorp retains approximately 93.1 million shares of repurchase authority under its existing program. Investors should view this action as a signal of management's confidence in the company's financial health and its strategy to enhance shareholder value through capital allocation. The execution of this transaction aligns with prior announcements and demonstrates progress in the company's capital return initiatives.

Sep 30, 2025 8-K

Financial EventsRegulation FDExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Sep 19, 2025)

Fifth Third Bancorp (FITB) filed an 8-K on September 19, 2025 to disclose that it has delivered a notice to redeem all outstanding 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, and all related Depositary Shares. The redemption is scheduled for September 30, 2025. The Series L Preferred Stock will be redeemed at $25,000 per share, and the Depositary Shares at $1,000 per share, in each case plus any declared but unpaid dividends, without accumulation of undeclared dividends. Redemption is made under the optional redemption provisions of the instruments' terms, and upon completion no Series L shares or Depositary Shares will remain outstanding. From an investor standpoint, the event is primarily a capital-structure housekeeping action rather than an operational or credit development. The filing does not discuss the reasons for the redemption, such as refinancing or capital management considerations, nor does it describe any replacement issuance. The main quantified financial impact is a reduction of approximately $3.5 million in net income available to common shareholders in the third quarter of 2025, recognized as incremental preferred dividend expense. This amount is modest relative to a regional bank of Fifth Third's size, so the direct earnings effect is limited. Investors should monitor whether the redemption is accompanied by a new preferred issuance or other capital actions, which would be more meaningful for the capital stack and future preferred dividend costs. The filing also includes standard forward-looking statement cautions referencing the company's 10-K risk factors. Overall, the disclosure is routine in nature and does not, on its face, signal a change in Fifth Third's credit profile, liquidity, or operating outlook.

Sep 19, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Material Impairment (Sep 9, 2025)

Fifth Third Bancorp (FITB) filed an 8-K on September 9, 2025 disclosing a material non-cash impairment charge tied to alleged external fraud at a commercial borrower of Fifth Third Bank, N.A. The loan is an asset-backed finance (ABF) loan with an outstanding balance of approximately $200 million. The Bancorp estimates the third-quarter 2025 impairment charge will fall between $170 million and $200 million, subject to validation by third-party advisors, and the company is cooperating with law enforcement. The charge is the central new item in the filing, and investors should weigh it against the bank's otherwise upbeat outlook. The same filing includes an Item 7.01 Regulation FD disclosure: a September 10, 2025 presentation at the Barclays Global Financial Services Conference, with CEO Tim Spence. The deck reiterates a strong franchise profile, with $210 billion in assets, $164 billion in deposits, and a top-5 deposit share in key Midwest markets. It also lays out 3Q25 guidance versus 2Q25: net interest income up about 1%, noninterest income up 1-4%, noninterest expense up about 1%, and a net charge-off ratio of 45-49 bps. Management expects criticized assets and NPAs to decline from 2Q25 and 4Q25 net charge-offs of about 40 bps. The guidance table explicitly includes the $170-$200 million fraud-related impairment in its 3Q25 noninterest expense outlook. For investors, the key questions are the size of the eventual charge relative to quarterly earnings, whether this is an isolated event tied to one borrower, and whether the impairment signals broader weakness in asset-backed or NDFI lending. The company frames its NDFI (nondepository financial institution) exposure as among the lowest relative to peers, at roughly 8% of loans, which is a relevant mitigating point. The filing does not quantify the full earnings impact, and the final amount depends on the ongoing third-party review and law enforcement inquiry.

Sep 9, 2025 8-K

Material AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Jul 21, 2025)

Fifth Third Bancorp (FITB) disclosed in this July 21, 2025 Form 8-K that it entered into a new $300 million share repurchase agreement with Deutsche Bank AG, London Branch, on July 18, 2025. The transaction is an accelerated share repurchase structure: Fifth Third paid the full $300 million to Deutsche on July 21, 2025, and expects to receive a substantial majority of the underlying shares by that date. The final share count will be determined by a discount to the average daily VWAP of the stock over the agreement's term, and settlement is expected on or before September 29, 2025. The filing notes that the final number of shares may be adjusted, and that Deutsche may terminate upon certain extraordinary events, in which case Fifth Third could receive fewer shares than expected. The repurchase is part of the broader 100 million share buyback program announced June 16, 2025. Because the filing does not disclose the number of shares or the price, investors cannot yet calculate the exact per-share cost or the portion of the program used. The Repurchase Agreement will be filed as an exhibit to the Form 10-Q for the quarter ending September 30, 2025, which should provide the full terms. From an investor standpoint, this is a routine capital return action that reduces common share count and signals management's confidence in capital deployment, and it is consistent with the bank's stated buyback authorization. The filing also includes standard forward-looking statement cautions and a disclosure that Deutsche and its affiliates have provided and may continue to provide financial advisory and other services to Fifth Third.

Jul 21, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Financial Results (Jul 17, 2025)

Fifth Third Bancorp (FITB) reported second-quarter 2025 diluted EPS of $0.88 (GAAP net income available to common shareholders of $591 million), up from $0.71 in the prior quarter and $0.81 a year earlier. Excluding certain items (a $0.02 net negative impact from severance and a Visa total return swap valuation), adjusted EPS was about $0.90. Results reflect a 24% sequential increase in EPS, driven by 4% sequential growth in net interest income to $1.5 billion and a 9 basis point expansion in net interest margin to 3.12%, the sixth consecutive quarter of NIM expansion. Noninterest expense fell 3% sequentially to $1.264 billion, producing an efficiency ratio of 56.2% (adjusted 55.5%, a 130 bp year-over-year improvement). Credit and balance sheet trends were broadly favorable. The net charge-off ratio edged down to 0.45%, and nonperforming assets fell 11% sequentially to a 0.72% NPA ratio, with commercial NPAs down 18%. Average portfolio loans grew 5% year-over-year, while average deposits declined 2%, and the loan-to-core deposit ratio rose to 76%. CET1 rose 13 bps to 10.56%, and no share repurchases were executed in the quarter, though the board approved a new authorization of up to 100 million shares with no expiration date. Book value per share reached $28.47 and tangible book value per share $20.98, up 18% over the year. Management's outlook for FY 2025 calls for average loans up about 5%, net interest income up 5.5% to 6.5%, noninterest income up 1% to 2% (excluding securities gains/losses), noninterest expense up 2% to 2.5%, and a net charge-off ratio of 43 to 47 bps. For 3Q25, guidance points to stable to modestly higher loans, NII up about 1%, and noninterest expense up about 1%, with a 45 to 49 bp NCO ratio. Investors should weigh the strong operating momentum against a funding mix that is shifting toward deposits and wholesale borrowings, and the reliance on rate assumptions embedded in the guidance.

Jul 17, 2025 8-K

Leadership Changes

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Jun 25, 2025)

Fifth Third Bancorp (FITB) has announced a significant leadership change within its Commercial Bank division. Effective July 14, 2025, Kevin Lavender will assume the role of Vice Chairman, Commercial Bank. Mr. Lavender has been a key figure in the Commercial Bank, having served as its Executive Vice President and Head since January 2020, indicating a promotion based on proven experience and leadership within the organization. This appointment suggests a strategic move to further strengthen the bank's commercial banking operations under experienced guidance. Investors should view this as a positive development, signaling continuity and enhanced focus on a core segment of Fifth Third Bancorp's business. The elevation of Mr. Lavender, who has a deep understanding of the Commercial Bank's operations and strategy, is likely to drive continued growth and stability in this crucial area. The company's commitment to promoting from within also reflects a stable internal culture and a clear succession plan for key leadership positions.

Jun 25, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Jun 16, 2025)

On June 16, 2025, Fifth Third Bancorp (FITB) disclosed that its Board of Directors approved on June 13, 2025 a new share repurchase authorization of up to 100 million shares of common stock. The authorization replaces the Board's prior 2019 program, under which approximately 11.8 million shares remained available. The new program has no expiration date and no specified price targets, and it may be executed through open market purchases, privately negotiated transactions (including Rule 10b5-1 plans), or derivative instruments such as accelerated share repurchases, forwards, swaps, and options. For investors, the key takeaway is the size of the capacity increase. Authorizing 100 million shares, against only 11.8 million remaining under the old program, signals the Board's intent to have substantial flexibility to return capital to shareholders. The filing does not disclose the dollar value of the authorization, the expected pace of repurchases, or the share count outstanding, so the economic significance cannot be fully quantified from this document alone. The company explicitly states that all future capital distributions remain subject to Board approval and ongoing evaluation of performance, economic conditions, market conditions, and regulatory factors. The authorization may be suspended at any time, so it should be viewed as an option rather than a firm commitment to repurchase a specific amount of stock.

Jun 16, 2025 8-K

Regulation FD

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Jun 10, 2025)

Fifth Third Bancorp (FITB) filed this 8-K under Item 7.01 (Regulation FD) to furnish its investor presentation for the 2025 Morgan Stanley U.S. Financials Conference on June 10, 2025, delivered by CFO Bryan Preston. The filing contains no new financial results, no material event, and no transaction; its significance lies in the management commentary it provides. The information is furnished rather than filed, so it carries no Section 18 liability and is not incorporated into other filings. The most investor-relevant content is management's reaffirmed 2Q25 guidance, which is unchanged from the April 17, 2025 earnings call: average loans up about 1%, net interest income up 2-3% (assuming a 4.25% year-end Fed funds rate at 6/30/25), noninterest income up 2-6%, noninterest expense down about 5% (excluding the non-qualified deferred compensation mark-to-market), a net charge-off ratio of 45-49 bps, and a 22% effective tax rate. Management also highlighted that it has delivered on prior NII and operating leverage commitments, that 1Q25 criticized asset ratio was 6.9% and falling, and that tangible book value per share should grow from AOCI accretion alone (roughly 19% by 2028 per the presentation's projections, excluding earnings). Strategically, the deck emphasizes the Southeast expansion (targeting about 575 Southeast branches by 2028 and roughly $15-20B of deposit opportunity over seven years), a commercial payments franchise generating over $2B in annualized revenue, a Wealth & Asset Management business with about $68B in AUM, and a loan book that is 62% commercial with leveraged lending reduced to 2% of loans. The presentation is largely promotional and relies on non-GAAP and peer comparisons, so investors should verify the claims against the 10-Q and earnings materials.

Jun 10, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Financial Results (Apr 17, 2025)

Fifth Third Bancorp (FITB) reported first quarter 2025 diluted EPS of $0.71 (net income available to common shareholders of $478 million), down from $0.85 in 4Q24 but flat-to-up versus $0.70 in 1Q24. Adjusted EPS was $0.73 after excluding a $14 million after-tax mark-to-market charge on the Visa total return swap. Management framed the quarter around positive operating leverage, with net interest income (NII, FTE) of $1.44 billion stable sequentially and up 4% year over year, and net interest margin (NIM) expanding for a fifth consecutive quarter to 3.03%. Noninterest expense rose 6% sequentially on seasonal compensation costs but was flat year over year on an adjusted basis, lifting the adjusted efficiency ratio to 60.5% (down 110 bps from 1Q24). Loan growth was broad-based: average portfolio loans rose 3% sequentially and year over year to $121.3 billion, led by commercial lending. Average deposits declined 2% sequentially, reflecting seasonal outflows and proactive reduction of higher-cost brokered CDs, but the loan-to-core-deposit ratio rose to 75%. Credit quality showed early pressure: the net charge-off ratio held at 0.46%, but nonperforming loans rose to 0.79% of loans (from 0.69% in 4Q24 and 0.61% a year earlier), and the allowance for credit losses covered 261% of nonperforming loans, down from 302%. The CET1 ratio declined to 10.45% from 10.57% as loan growth lifted risk-weighted assets, and the company repurchased $225 million of common stock. For investors, the key takeaways are solid net interest income momentum and cost discipline, offset by rising nonperforming loans and softer fee income. Management's 2025 outlook calls for net interest income growth of 5-6% and noninterest income growth of 1-3% versus 2024, with noninterest expense up 2-3% and a net charge-off ratio of 40-49 bps. Guidance for 2Q25 projects NII up 2-3% sequentially and noninterest expense down about 5%.

Apr 17, 2025 8-K

Shareholder Matters

FIFTH THIRD BANCORP 8-K Report, Shareholder Vote Results (Apr 17, 2025)

Fifth Third Bancorp (FITB) filed an 8-K on April 17, 2025, detailing the results of its Annual Meeting of Shareholders held on April 15, 2025. The primary focus of this filing is the outcome of shareholder votes on key proposals. All incumbent directors were overwhelmingly elected to serve until the 2026 Annual Meeting, indicating strong shareholder confidence in the current board's leadership and strategy. Additionally, shareholders ratified the appointment of Deloitte & Touche LLP as the independent external audit firm for 2025, a crucial vote for maintaining financial transparency and oversight. Furthermore, an advisory vote on executive compensation was conducted. While a majority of shareholders approved the executive compensation package, the results, including the breakdown of votes for, against, and broker non-votes, warrant attention for investors interested in corporate governance and alignment between management pay and shareholder interests. The filing confirms the smooth conduct of the annual meeting and provides transparency on shareholder engagement on important corporate matters.

Apr 17, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Apr 15, 2025)

Fifth Third Bancorp (FITB) filed this 8-K under Item 7.01 (Regulation FD) to furnish the slide presentation delivered at its April 15, 2025 Annual Meeting of Shareholders (Exhibit 99.1). The filing is not a financial results release and contains no new earnings, guidance, or transaction disclosure. Its substance is a management retrospective: the company cites full-year 2024 return on average assets of 1.09%, return on average common equity of 12.47%, an efficiency ratio of 59.2%, a loan-to-core deposit ratio of 73%, a CET1 ratio of 10.57%, and a 28 basis point year-over-year increase in net interest margin (4Q24 vs. 4Q23 is noted as +12 bps). These figures are presented as non-GAAP where applicable and are reconciled in the 4Q24 earnings release, not in this filing. The presentation also emphasizes shareholder returns, showing dividends declared per common share rising from $0.94 in 2019 to $1.44 in 2024 (a 5-year CAGR of about 9%), and a five-year total shareholder return of 68% for FITB, which ranks second among a defined peer group. Management highlights growth initiatives, including a 25% increase in middle market relationship managers in high-growth areas versus 2023, 31 new Southeast branches, and 6% household growth in the Southeast. Community development metrics (over $42 billion toward a $100 billion sustainability target through 2030, and $28.5 million in charitable donations) and a #1 retail banking customer satisfaction ranking in Florida are also featured. For investors, the key takeaway is that this document is primarily promotional and retrospective. The only forward-looking item is the first quarter 2025 earnings call scheduled for April 17, 2025, which is the next source of new financial information. The annual meeting agenda covered director elections, auditor ratification, and a non-binding say-on-pay vote, with voting results to be announced at the meeting but not included in this filing.

Apr 15, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Mar 6, 2025)

Fifth Third Bancorp (FITB) announced the completion of a significant accelerated share repurchase (ASR) transaction initiated on January 22, 2025. Under this agreement with Royal Bank of Canada (RBC), Fifth Third repurchased a total of 5,242,382 shares of its common stock for approximately $225 million, at an average price of $42.9194 per share. This repurchase activity is part of the company's broader 100 million share repurchase program, first announced in June 2019.

Mar 6, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Mar 4, 2025)

This 8-K is a Regulation FD filing, not an earnings release. Fifth Third furnished the slide deck it presented on March 5, 2025 at the RBC Capital Markets Financial Institutions Conference (Exhibit 99.1). The filing contains no new reported financial results. Its substance is management's commentary and a refreshed 1Q25 outlook, which the company dated March 5, 2025. The most investor-relevant update is the revised 1Q25 guidance versus the January 21, 2025 version. Management now assumes a lower path for rates (a 4.50% fed funds rate at 3/31/25, versus 4.25% previously), which the company pairs with a stable outlook for net interest income. Noninterest income guidance was lowered to a decline of about 9% from 4Q24 (about 8% excluding the TRA impact), versus a prior decline of roughly 7-8%. The allowance build for volume and mix was raised to roughly $25-30 million from $10-25 million. Noninterest expense is still guided up about 8%, including about $100 million of seasonal 1Q25 costs, and the effective tax rate is 22%. The deck also reinforces the long-term strategy. It highlights a Southeast expansion (32% of branches, targeting about 50% by 2028), a scaled commercial payments franchise generating over $2 billion in annualized revenue, low CRE charge-off history, and a projected tangible book value per share build driven largely by AOCI accretion from the securities portfolio, with no contribution from future earnings. Investors should weigh these long-term positives against the near-term fee-income pressure and higher credit provisioning in the updated guidance.

Mar 4, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Feb 3, 2025)

Fifth Third Bancorp (FITB) filed this 8-K on February 3, 2025 under Regulation FD to furnish a investor presentation for a February 2025 non-deal roadshow (titled 'Fifth Third Bancorp Investor Meetings'). The filing contains no new financial results, guidance changes, or material events; it is a marketing and informational deck, and the company states that the materials are not deemed filed for Section 18 purposes. Its substance is a management view of the bank's franchise: a $213 billion asset, $167 billion deposit regional bank ranked 10th and 9th nationally, with a strategic tilt toward the high-growth Southeast, a commercial payments business targeting roughly $1 billion in fees in about five years, and a wealth and capital markets platform. The deck reiterates January 2025 guidance for 4Q24 actuals and a 2025 outlook framework, and it highlights balance sheet items relevant to investors. Management cites an AOCI accretion story, with tangible book value per share projected to grow from $14.83 (12/31/22) to about $21.93 by 12/31/28 largely through unrealized securities losses burning down, excluding future earnings. It also reports a 4Q24 net charge-off ratio of 0.32%, a CET1 ratio of about 10%, a 125% LCR, and a loan-to-core-deposit ratio of 73%. Management emphasizes a CRE book that is among the smallest relative to peers and a commercial portfolio where some categories, notably C&I NCOs at 0.42% and consumer NCOs at 0.68%, have risen modestly from 2023 levels. For investors, the key takeaway is that this presentation adds color rather than new numbers. Its most investable themes are the Southeast deposit build-out (targeting roughly $15 to $20 billion of deposit opportunity over seven years and branch mix shifting to about 50% Southeast by 2028), margin and fee diversification, and the TBV accretion narrative. Investors should weigh these management projections, which the deck itself notes are not forecasts, against the forward-looking statement risks disclosed in the deck and in the company's 10-K.

Feb 3, 2025 8-K

Material AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Jan 23, 2025)

Fifth Third Bancorp reported fourth-quarter 2024 net income available to common shareholders of $582 million, or $0.85 per diluted share, up 9% from $0.78 in the third quarter and 18% from $0.72 a year earlier. Full-year 2024 earnings were $2.155 billion, or $3.14 per diluted share, versus $3.22 in 2023. Results were supported by a 6% sequential increase in noninterest income excluding certain items to $791 million, a 7 basis point rise in net interest margin to 2.97% (FTE), and a 4% sequential decline in noninterest expense on a reported basis. Net charge-offs fell to a 0.46% ratio, though nonperforming assets rose to 0.71% of portfolio loans and OREO, the highest level in the five quarters shown. The quarter also contained several one-time items. A $42 million after-tax interchange litigation charge reduced EPS by about $0.05 on a net basis when combined with other items, which included a $15 million tax benefit and smaller foundation and FDIC adjustments. Provision for credit losses rose to $179 million from $160 million, with the ACL at 2.08% of portfolio loans. Capital metrics were mixed. The CET1 ratio declined to 10.51% from 10.75% because loan growth lifted risk-weighted assets, and tangible book value per share including AOCI fell to $18.69 from $20.20 as unrealized losses widened to $4.6 billion. The company repurchased $300 million of common stock during the quarter. The filing is an 8-K that furnishes the January 21, 2025 earnings release under Item 8.01. It contains no new forward-looking guidance beyond the standard cautionary statement. Investors would likely focus on the durability of margin expansion, the trajectory of credit costs in commercial and consumer books, and the impact of the AOCI-driven decline in tangible book value.

Jan 23, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Jan 23, 2025)

Fifth Third Bancorp (FITB) has announced a significant share repurchase agreement with Royal Bank of Canada (RBC) for approximately $225 million. This transaction is part of the company's previously established 100 million share repurchase program initiated in 2019. The agreement, structured as a forward repurchase, involves Fifth Third paying $225 million to RBC, with the expectation of receiving a substantial majority of the shares by January 23, 2025. The exact number of shares will be determined based on a discount to the average daily volume-weighted average NASDAQ prices during the agreement's term.

Jan 23, 2025 8-K

FIFTH THIRD BANCORP 8-K Report, Financial Results (Jan 21, 2025)

Fifth Third Bancorp (FITB) reported fourth-quarter 2024 diluted EPS of $0.85 (net income available to common shareholders of $582 million), up 9% sequentially and 18% year over year. Management attributed the results to growth in loans and fees and a 7 bps sequential improvement in net interest margin to 2.97%. Reported results included a net negative $0.05 impact from certain items, including $42 million after-tax of interchange litigation charges, partly offset by a $15 million state tax benefit. Excluding these items, adjusted EPS was $0.90, and the adjusted efficiency ratio improved to 54.7%. Balance sheet and credit trends were mixed. Net interest income rose 1% sequentially to $1.44 billion on higher loan balances and lower deposit costs, and interest-bearing liability costs fell 38 bps. Period-end portfolio loans grew 3%, led by commercial, while the net charge-off ratio eased to 0.46%. However, nonperforming assets rose to 0.71% of loans and OREO, up 9 bps sequentially, and the CET1 ratio declined 24 bps to 10.51% due to loan-driven risk-weighted asset growth. The company also repurchased $300 million of common stock during the quarter. For 2025, management guided to net interest income down 2-4%, noninterest income up 3-6%, noninterest expense up 3-4% excluding deferred compensation mark-to-market effects, a net charge-off ratio of 40-49 bps, and an effective tax rate of 22%. Investors will likely focus on whether the net interest income outlook, which assumes a 4.0% year-end fed funds rate, holds given the sequential pressure implied in the first-quarter guidance.

Jan 21, 2025 8-K