Fifth Third Bancorp filings document bank holding company disclosures for common stock and depositary shares representing interests in non-cumulative perpetual preferred stock listed on Nasdaq. Form 8-K reports cover operating and financial results, Regulation FD presentations, annual meeting votes, governance and officer matters, material agreements, and exchange offers and consent solicitations involving assumed notes after the completed Comerica merger into Fifth Third Financial Corporation.
Proxy materials address board elections, shareholder voting matters, executive compensation, governance practices, and other annual meeting proposals. The filing record also discloses capital structure, senior notes, preferred-stock series, and formal reporting categories relevant to Fifth Third Bank and its parent company.
Fifth Third Bancorp reported third-quarter 2026 net income available to common shareholders of $828 million, up 36% year over year. Diluted EPS was $0.90, versus $0.91 a year earlier; adjusted EPS was $1.13, excluding $0.23 per share of certain items.
GAAP net interest income was $2.271 billion, up 49% year over year and 3% sequentially; management said the annual increase primarily reflected the addition of Comerica. Noninterest income was $1.008 billion, up 29% year over year, while noninterest expense was $2.049 billion, up 62%. Provision for credit losses was $122 million, down 38%.
Average deposits rose 3% sequentially to $238.344 billion; average core deposits were $235.639 billion, also up 3%. Fifth Third completed the Comerica systems conversion with strong client and banker retention. The net charge-off ratio was 0.31% versus 1.09% a year earlier; that earlier period included a $178 million asset-backed finance charge-off. The allowance for credit losses was $3.131 billion, or 1.74% of portfolio loans and leases. The estimated CET1 capital ratio was 10.02%, compared with 9.93% in the prior quarter.
Fifth Third Bancorp EVP & Chief HR Officer Megan D. Burkhart reported direct holdings of 175,349 shares of common stock, including restricted stock units subject to vesting. She also reported five direct stock-option holdings covering 3,014, 4,227, 4,497, 7,287 and 8,958 underlying shares; exercise prices and expiration dates vary by tranche.
Fifth Third Bancorp delivered a redemption notice for all $500 million principal amount of its 1.707% Fixed Rate/Floating Rate Senior Notes due 2027. Redemption is scheduled for November 1, 2026, one year before the notes’ scheduled November 1, 2027 maturity. The redemption price is 100% of principal plus accrued and unpaid interest through, but excluding, the redemption date.
The notice was delivered to Wilmington Trust Company as trustee, and notice will be sent to registered holders. Payment is due on the redemption date only upon presentation and surrender of the notes to the trustee. Interest on the notes called for redemption will cease to accrue on and after November 1, 2026. Once the redemption is completed, no 2021 Notes will remain outstanding; they were originally issued on November 1, 2021.
Fifth Third Bancorp (FITB) said a press release announced the September 22, 2026 expiration and results of its offer to exchange any and all outstanding restricted senior notes. The notes had been issued under an exemption from Securities Act registration, and the offer provided for an equal principal amount of new notes registered under the Securities Act.
Fifth Third Bancorp (FITB) filed a report ahead of its September 15, 2026 presentation at the Barclays Global Financial Services Conference, sharing an updated strategic and financial profile. The company highlights its status as a top‑10 U.S. bank with $300 billion in assets, $234 billion in deposits, and roughly 1,500 branches as of June 30, 2026.
Management emphasizes long-term transformation: assets have grown from $142 billion in 2016 to $300 billion, adjusted ROTCE improved from 9.9% in 2016 to 17.8% in 2025, and the adjusted efficiency ratio improved from 63.9% to 55.9%. The Comerica acquisition is described as successfully converted, with a target of $850 million pre‑tax run-rate expense synergies by 4Q26 and more than 600,000 customer accounts added.
The presentation also reiterates current expectations for 3Q26 versus 2Q26 baselines: average loans and leases up about 1%, net interest income up 2–2.5% from a $2.22 billion baseline, noninterest income up 1–3% from $1.04 billion, and noninterest expense down 1–2% from $1.86 billion, with a projected net charge-off ratio of 30–35 basis points and an effective tax rate of 22.5%.
Fifth Third Bancorp (FITB) announced the commencement of a Registered Exchange Offer for its outstanding unregistered senior notes. Holders of the existing Restricted Notes may exchange them for an equal principal amount of new notes that are registered under the Securities Act of 1933.
The offer covers $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. The new registered notes will be substantially identical to the restricted notes, except they will be freely tradable without the transfer restrictions, registration rights, or additional interest provisions that apply to the restricted notes. Fifth Third will accept for exchange any and all restricted notes validly tendered and not withdrawn by 5:00 p.m., New York City time, on September 22, 2026, after which it will promptly issue the registered notes pursuant to the exchange offer.
FIFTH THIRD BANCORP (FITB) is conducting registered exchange offers for up to $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, issuing registered notes for an equal principal amount of existing restricted notes.
The new registered notes are substantially identical to the restricted notes but remove transfer restrictions and any interest step-up tied to registration rights. The offers expire at 5:00 p.m. New York City time on September 22, 2026, may be withdrawn before expiration, are not subject to any minimum tender, and are not conditioned on each other. Fifth Third will receive no cash proceeds; exchanged restricted notes will be retired.
The notes are senior unsecured obligations ranking equally with other unsecured unsubordinated debt, but are structurally subordinated to liabilities of subsidiaries and effectively subordinated to secured debt. The 2029 notes pay a fixed 4.000% coupon; the 2030 notes pay 5.982% fixed to January 30, 2029, then a floating rate of Compounded SOFR plus 2.155%. The indenture contains no financial covenants and Fifth Third does not intend to list the notes, so secondary liquidity may be limited. Holders who do not exchange remain in restricted securities with no further registration rights, which may reduce liquidity.
T. Rowe Price Associates, Inc. reports beneficial ownership of 39,088,402 shares of Fifth Third Bancorp common stock, representing 4.3% of the class as of June 30, 2026. It holds sole voting power over 37,747,009 shares and sole dispositive power over all 39,088,402 shares, with no shared voting or dispositive power. The filer states this represents ownership of 5% or less of the class and expressly denies that the filing should be construed as an admission that it is the beneficial owner of these securities.
Fifth Third Bancorp has filed a Form S-4 to register exchange offers for two series of previously issued, unregistered senior notes. Holders of the Restricted Notes can exchange into an equal principal amount of SEC-registered notes with substantially identical economic terms.
The offers cover up to $334,650,000 4.000% Senior Notes due 2029 and up to $938,141,000 5.982% Fixed-to-Floating Rate Senior Notes due 2030. The 2030 series pays a fixed 5.982% rate until January 30, 2029, then a floating rate based on Compounded SOFR plus 2.155% until maturity on January 30, 2030; the 2029 notes mature on February 1, 2029. Fifth Third will receive no cash proceeds and expects to retire the Restricted Notes exchanged.
The exchange offers are voluntary, are not subject to any minimum tender condition, and are scheduled to expire at 5:00 p.m. New York City time on a September 2026 date, subject to extension. The new notes will be freely transferable for most participating holders but will not be listed on any exchange, and active trading markets are not anticipated. If registration deadlines are missed, interest on the Restricted Notes can increase by up to 1.00% per annum under the Registration Rights Agreement.