8-KRegulation FDExhibits & Filings

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

Filed December 9, 2025For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has filed an 8-K report to announce its participation in the 2025 Goldman Sachs U.S. Financial Services Conference on December 10, 2025. This filing primarily serves as a disclosure mechanism, attaching the presentation to be delivered at the conference as Exhibit 99.1. Investors should note that the information provided in this 8-K and its exhibits is not considered "filed" for regulatory purposes under Section 18 of the Securities Exchange Act of 1934, meaning it does not carry the same legal weight as a formally filed document. The report also includes extensive forward-looking statements and risk factors related to the proposed merger with Comerica Incorporated, emphasizing that actual results may differ materially from projections. Investors are advised to review the detailed risk factors and the merger-related documentation, including the Form S-4 registration statement and joint proxy statement/prospectus, for comprehensive information. While the primary purpose of this 8-K is to disclose the upcoming conference presentation, the detailed risk disclosures related to the Comerica merger are significant for investors. These disclosures highlight potential challenges in realizing cost savings and synergies, integration difficulties, regulatory hurdles, and the impact of macroeconomic factors. The company is providing investors with ample resources, including contact information for investor relations and links to SEC filings, to ensure they can access all pertinent information regarding the merger and the company's outlook. Shareholders are strongly encouraged to consult these materials before making any investment or voting decisions.

Key Highlights

  • 1Fifth Third Bancorp (FITB) will present at the 2025 Goldman Sachs U.S. Financial Services Conference on December 10, 2025.
  • 2A copy of the presentation is attached as Exhibit 99.1 to the 8-K filing.
  • 3Information in this 8-K and its exhibits is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
  • 4The filing includes extensive forward-looking statements and risk factors related to the proposed merger with Comerica Incorporated.
  • 5Investors are cautioned that actual results may differ materially from forward-looking statements due to various risks.
  • 6Detailed information regarding the Comerica merger, including risks and potential impacts, is available in the Form S-4 registration statement and joint proxy statement/prospectus.
  • 7Fifth Third Bancorp and Comerica have provided contact information for investor relations to assist with inquiries about the merger and other matters.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose Fifth Third Bancorp's participation in the 2025 Goldman Sachs U.S. Financial Services Conference and to provide investors with a copy of the presentation that will be delivered at the conference as Exhibit 99.1. It also serves to reiterate and highlight significant risk factors associated with the proposed merger with Comerica Incorporated.

When information is "furnished" or not "filed" for Section 18 purposes, it means the company is providing the information publicly but it does not carry the same legal liability as if it were officially filed under Section 18 of the Securities Exchange Act of 1934. This typically applies to presentations or other materials that are not intended to be part of a formal registration statement or periodic report, though they may contain important information for investors.

The filing highlights numerous risks associated with the proposed merger with Comerica. These include the potential for failure to realize anticipated cost savings and synergies, delays in closing the transaction, adverse outcomes from legal or regulatory proceedings, difficulties in integrating the two companies' operations, increased costs associated with the merger, potential disruption to businesses, and reputational risks. The full list of risks is extensive and detailed in the SEC filings referenced.

Investors and security holders are urged to read the registration statement on Form S-4 (File No. 333-291296) and the definitive joint proxy statement/prospectus filed with the SEC. These documents, along with other relevant filings by Fifth Third Bancorp and Comerica Incorporated, contain important information about the transaction. Free copies can be obtained from the SEC's website or by contacting the investor relations departments of both companies.