8-K/AExhibits & Filings

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

Filed March 4, 2026For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has filed an 8-K/A amendment on March 4, 2026, primarily to include crucial financial information related to its acquisition of Comerica. This filing incorporates the audited consolidated financial statements of Comerica for the years ended December 31, 2024, 2023, and 2022, as well as unaudited condensed consolidated financial statements as of and for the periods ending September 30, 2025. These documents are essential for investors to assess the financial health and historical performance of the acquired entity. Furthermore, the amendment provides unaudited pro forma condensed combined financial statements for Fifth Third Bancorp. These statements present a view of the combined entity's financial position as of September 30, 2025, and its income statement for the nine months ended September 30, 2025, and the fiscal year ended December 31, 2024, as if the transaction had occurred on January 1, 2024. This pro forma information is vital for understanding the potential financial impact and synergistic benefits of the acquisition on Fifth Third Bancorp's future financial performance.

Key Highlights

  • 1Fifth Third Bancorp (FITB) filed an 8-K/A amendment on March 4, 2026, to furnish financial statements related to the Comerica acquisition.
  • 2Audited consolidated financial statements for Comerica (as of Dec 31, 2024, 2023, 2022 and fiscal years ended 2024, 2023, 2022) are now included.
  • 3Unaudited condensed consolidated financial statements for Comerica as of and for the periods ending September 30, 2025, are incorporated.
  • 4Unaudited pro forma condensed combined balance sheet for Fifth Third Bancorp as of September 30, 2025, is provided.
  • 5Unaudited pro forma condensed combined statements of income for Fifth Third Bancorp for the nine months ended September 30, 2025, and the fiscal year ended December 31, 2024, are included.
  • 6The pro forma statements reflect the impact of the Comerica acquisition as if it occurred on January 1, 2024.
  • 7The filing also includes the consent of Comerica's independent registered public accounting firm, Ernst & Young LLP.

Frequently Asked Questions

The primary purpose of this 8-K/A filing is to provide investors with the necessary financial statements and pro forma information related to Fifth Third Bancorp's acquisition of Comerica. This amendment officially incorporates these key financial disclosures into the company's public filings.

Investors can now access Comerica's audited consolidated financial statements for the fiscal years ended December 31, 2024, 2023, and 2022, as well as its unaudited condensed consolidated financial statements as of and for the periods ending September 30, 2025.

The pro forma financial information shows how the combined entity, Fifth Third Bancorp and Comerica, would have performed historically, as if the acquisition had taken place on January 1, 2024. This helps investors understand the potential financial scale and income statement impact of the merger on Fifth Third Bancorp.

The unaudited pro forma condensed combined balance sheet of Fifth Third Bancorp is presented as of September 30, 2025.