8-KLeadership Changes

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

Filed February 24, 2026For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

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.

Key Highlights

  • 1FITB approved Performance Share Unit (PSU) awards for named executive officers to incentivize successful merger integration.
  • 2The performance period for these PSUs is from February 1, 2026, to December 31, 2026.
  • 3Payouts are based on performance against an integration scorecard, with a maximum potential payout of 125%.
  • 4Vesting is staggered, with 50% vesting after one year and the remaining 50% after two years from the grant date.
  • 5CEO Timothy N. Spence receives a PSU award valued at $5,000,000, subject to a five-year holding period after vesting.
  • 6Other named executive officers, including the COO, CFO, Chief Risk Officer, and CIO, receive PSU awards ranging from $1,000,000 to $1,500,000.
  • 7Awards may be forfeited if the Bancorp's return on average tangible common equity falls below 2% in the fiscal years preceding vesting.

Frequently Asked Questions

The primary purpose of these PSU awards is to incentivize and reward the Bancorp's executive officers for successfully integrating the subsidiaries following the merger with Comerica Incorporated and Comerica Holdings Incorporated.

The payout will be determined based on the achievement of specific goals outlined in an integration scorecard for the performance period of February 1, 2026, to December 31, 2026. The payout can range from 0% to a maximum of 125% of the target award.

If employment terminates due to death or disability, unvested PSUs will vest in full or based on actual performance. In case of involuntary termination under certain defined circumstances, the executive remains eligible for PSUs. For all other terminations, unvested PSUs are forfeited. The CEO's award has additional holding requirements.

Yes, the Compensation Committee has the discretion to cause the performance share award to be forfeited if the Bancorp's return on average tangible common equity for the fiscal year ending immediately prior to a vesting date (2026 and 2027) does not meet or exceed 2%.