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

Reports
Other Events·Exhibits & Filings
Filing Date
Filed January 26, 2026
Period End
January 26, 2026
In the record · 2016–202610-K1210-Q348-K328

FITB filed 12 annual reports (10-K), 34 quarterly reports (10-Q) and 328 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jun ’17Jun ’17
  2. Leadership change8-K · Nov ’20Nov ’20
  3. Material agreement8-K · Dec ’22Dec ’22
  4. Material agreement8-K · Jan ’25Jan ’25

01—Abstract

Summary

Summary of the 8-K filed January 26, 2026. Cited figures are marked; the original filing is the authoritative source.

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 milliona, 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 billionb (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 $22.60c (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.

02—Key points

Key Highlights

  1. Q4 2025 net income available to common shareholders of $699M ($1.04 diluted EPS), up 15% sequentially and 20% year over year; FY2025 diluted EPS of $3.53 vs. $3.14 in FY2024.
  2. Net interest margin of 3.13% (FTE), up 16 bps year over year; NII rose 6% year over year to $1.533B as deposit and wholesale funding costs fell 40 bps.
  3. Noninterest income of $811M, up 11% year over year, led by wealth and asset management (+13%), commercial payments (+8%), and other income; excluding certain items it was $812M.
  4. Credit improved sharply: NCOs fell to $125M (0.40% ratio) from $339M in Q3, which included a $178M fraud-related impairment; NPA ratio improved to 0.65%.
  5. CET1 ratio rose to an estimated 10.77% (up 20 bps sequentially); tangible book value per share reached $22.60 (vs. $18.69 a year earlier); no buybacks in Q4 due to the pending Comerica deal.
  6. Comerica Q4 2025 diluted EPS was $1.27 ($1.46 excluding $32M merger-related expense), with an estimated CET1 ratio of 12.02%.
  7. Shareholders of both companies approved the Comerica merger on January 6, 2026; closing is expected in Q1 2026, subject to customary conditions.

03—Questions

Frequently Asked Questions

  1. Are these financial results final?

    No. The figures in Exhibit 99.1 are unaudited and preliminary. Fifth Third's 2025 Form 10-K will contain audited financials, and its preparation could change the reported numbers. Regulatory capital ratios for the current period are also estimates.

  2. What drove the improvement in Q4 2025 earnings?

    Net income rose on higher net interest income (up 6% year over year), reflecting lower funding costs, and on stronger noninterest income (up 11%). Lower credit costs also contributed: the provision fell to $119M from $197M in Q3, and net charge-offs declined sharply after a large one-time Q3 credit loss. The effective tax rate was 19.8%.

  3. Were there any one-time items in Q4 2025 results?

    Yes. Items affecting EPS included a $38M after-tax Fifth Third Foundation contribution, $13M of merger-related expenses, $8M of interchange litigation costs, a $7M tax benefit, $9M of litigation settlement gains, and a $19M benefit from the FDIC special assessment. Net, these reduced diluted EPS by $0.04.

  4. What does the Comerica acquisition mean for Fifth Third shareholders?

    The filing provides Comerica's standalone Q4 results but does not give pro forma combined figures or deal terms. Both shareholder groups approved the merger on January 6, 2026, with closing expected in Q1 2026. Investors should look at the combined capital position, share issuance, and integration costs in later disclosures; Comerica's CET1 ratio (12.02%) is higher than Fifth Third's (10.77%).

  5. Why was there no share repurchase activity in Q4 2025?

    Management said it halted repurchases because of the pending Comerica acquisition. Fifth Third repurchased $529M of stock during 2025 overall, most of it earlier in the year, so capital return is likely to stay constrained until the merger closes.

04—Continue

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