Welcome to our dedicated page for FIFTH THIRD BANCORP SEC filings (Ticker: FITB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 EVP & Chief Operating Officer James C. Leonard reported exercising stock appreciation rights into 31,639 shares of common stock on July 20, 2026, at exercise prices between $26.52 and $33.17 per share. To satisfy obligations, 22,400 shares were disposed of through tax-withholding transactions at $57.40 per share.
Fifth Third Bancorp (FITB) reports a planned sale of common stock under Form 144. The filing lists 10,551 shares of common stock held at Fidelity Brokerage Services LLC, with an aggregate market value of $606,308.48, to be sold on or after July 21, 2026 on NASDAQ. The stock is identified by CUSIP 906311548. The filing also details prior issuances of common shares received through restricted stock vesting as compensation on multiple dates between November 7, 2022 and February 14, 2026.
Fifth Third Bancorp reported strong second quarter 2026 results, with net income available to common shareholders of $763 million and diluted EPS of $0.83, up from $128 million and $0.15 in the prior quarter. Adjusted EPS was $1.02, excluding $0.19 per share of merger-related and other specified items. Total assets surpassed $300 billion, and the company formally became a Category III institution, after years of preparation in risk, capital, liquidity, and regulatory reporting.
Net interest income on a fully taxable-equivalent basis rose to $2.220 billion, up 14% sequentially and 48% year-over-year, with net interest margin expanding to 3.36%. Growth was driven by the full-quarter contribution from Comerica, organic loan production, asset repricing, and disciplined deposit pricing. Noninterest income increased to $1.059 billion, up 18% sequentially and 41% year-over-year, led by wealth and asset management, commercial payments, and capital markets fees. Noninterest expense was $2.109 billion, down 12% from the prior quarter but up 67% from a year ago; excluding certain items and non-qualified deferred compensation, expense was $1.861 billion, reflecting Comerica integration, higher technology spending, and marketing for deposit campaigns.
Credit performance remained solid. The provision for credit losses was $129 million, down from $227 million in the prior quarter. Net charge-offs were $135 million, for a net charge-off ratio of 0.30%, the lowest level since the second quarter of 2023. The allowance for credit losses totaled $3.148 billion, or 1.76% of portfolio loans and leases, with coverage of 303% of nonperforming portfolio loans and 293% of nonperforming portfolio assets. Average deposits were $231.5 billion, up 11% sequentially and 42% year-over-year, while the period-end portfolio loan-to-core-deposit ratio was 77%. The CET1 capital ratio stood at 9.93%, and there were no share repurchases in the first half of 2026.
Kevin J. Khanna reported a sale of 6,000 shares of Common Stock on 04/20/2026 for $304,630.40. The Form 144 also lists restricted stock vesting entries: 6,571 shares with a vesting date of 12/15/2025 and 529 shares with a vesting date of 02/14/2026, each described as "Restricted Stock Vesting" and labeled "Issuer" and "Compensation." The filing names Fidelity Brokerage Services LLC as the broker and includes an address for the reporting person.
Fifth Third Bancorp submitted a Form 25 notifying the removal of certain securities from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934.
The filing, signed on June 11, 2026 by Christian Gonzalez, Executive Vice President, Chief Legal Officer & Corporate Secretary, lists affected classes including Common Stock and multiple series of depositary preferred shares.
Fifth Third Bancorp completed exchange offers and related consent solicitations, issuing approximately $1,272,791,000 in aggregate principal amount of new senior notes in exchange for notes originally issued by Comerica and assumed by Fifth Third Financial Corporation.
Holders tendered $334,781,000 of 4.000% Senior Notes due 2029 (leaving $215,219,000 outstanding) and $938,170,000 of 5.982% Fixed-to-Floating Rate Senior Notes due 2030 (leaving $61,830,000 outstanding). All accepted notes will be retired and cancelled. Fifth Third obtained sufficient consents to amend the FTFC indentures, eliminating various covenants and events of default, and these changes became effective on the final settlement date.
The new 4.000% notes mature on February 1, 2029, and the new 5.982% fixed-to-floating notes mature on January 30, 2030, with a switch to a floating rate of Compounded SOFR plus 2.155% from January 30, 2029 to maturity. Fifth Third also agreed in a registration rights agreement to use commercially reasonable efforts to register exchange or resale notes within 365 days of the final settlement date, with additional interest due if it does not meet these obligations.
Fifth Third Bancorp furnished an investor presentation for its appearance at the Morgan Stanley US Financials Conference, highlighting growth, profitability and its Comerica acquisition. The bank reported assets of $297 billion, deposits of $234 billion, and 1,489 U.S. branches as of March 31, 2026, ranking around ninth nationally by assets and deposits.
The presentation emphasizes a decade of scale and profitability gains, with total assets rising from $142 billion in 2016 to $297 billion in 1Q26 and adjusted ROTCE improving from 9.9% in 2016 to 17.8% in 2025. Management targets ROTCE above 19% and an efficiency ratio of 53% in 2027.
Fifth Third provides a Comerica integration update, noting $657 million of merger and integration costs incurred through 1Q26 and total expected costs of about $1.3 billion, alongside planned pre-tax run-rate expense synergies of $850 million by year-end 2026. For 2Q26, it expects average loans and leases of $178–$179 billion, net interest income of $2.20–$2.25 billion, noninterest income of $1.00–$1.06 billion, noninterest expense of $1.87–$1.89 billion, a net charge-off ratio of 30–35 basis points, and an effective tax rate of 22.5%.
Fifth Third Bancorp is moving its stock exchange listing. The company has notified Nasdaq that it will voluntarily withdraw the listing of its common stock and related preferred stock depositary shares and transfer them to the New York Stock Exchange.
Trading of Fifth Third’s common stock and these depositary shares is expected to end on Nasdaq at the close on June 11, 2026, and begin on the NYSE on June 12, 2026. The common stock will continue under the symbol FITB, while the preferred stock depositary shares will trade under FITB PRA, FITB PRI, FITB PRK, and FITB PRM.
Fifth Third Bancorp is conducting private Exchange Offers to swap any and all Comerica-originated notes assumed by Fifth Third Financial Corporation for up to $1,550,000,000 of new Fifth Third notes plus cash. These offers run alongside Consent Solicitations to amend the existing indenture.
By the Early Tender Date of May 21, 2026, holders had tendered $330,541,000 of 4.000% Senior Notes due 2029 out of $550,000,000 outstanding, and $937,253,000 of 5.982% Fixed-To-Floating Rate Senior Notes due 2030 out of $1,000,000,000 outstanding. This met the required consents for both series, allowing supplemental indentures with the proposed amendments to proceed.
The Exchange Offers and Consent Solicitations are open only to Eligible Holders, including qualified institutional buyers in the United States and certain non‑U.S. investors, and are scheduled to expire at 5:00 p.m., New York City time, on June 8, 2026. The new notes are initially unregistered, but Fifth Third has agreed to use commercially reasonable efforts to file exchange and shelf registration statements within specified timeframes.