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 (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 Fifth Third will accept for exchange any and all restricted notes validly tendered and not withdrawn by 5:00 p.m., New York City time, on September 22, 2026, after which it will promptly issue the registered notes pursuant to the exchange offer.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.
Fifth Third Bancorp EVP Kala Gibson exercised stock appreciation rights covering 7,018 shares of common stock at an exercise price of $26.52 per share from a grant dated February 3, 2017 that vested over four years. In connection with the exercise, 4,821 shares of common stock were delivered or withheld at $57.77 per share to satisfy exercise-price or tax obligations, and the reported stock appreciation rights position for this grant is now zero.
Fifth Third Bancorp, as an institutional investment manager, filed a Form 13F covering its reportable equity holdings. The filing is a 13F Combination Report, meaning some holdings are reported here and others by additional managers. The summary page lists 4,336 reportable positions with an aggregate information table value of $61,667,248,852 (rounded to the nearest dollar). One other included manager, Fifth Third Bank, National Association, is identified, and two other reporting managers, Franklin Street Advisors and Fifth Third Wealth Advisors, are referenced.
Fifth Third Bancorp reported net income of $801 million for the quarter ended June 30, 2026 on $3,279 million of total revenue on a fully taxable-equivalent basis, reflecting significant contributions from its February 1, 2026 all-stock merger with Comerica Incorporated valued at approximately $12.7 billion. Net interest income on an FTE basis rose to $2,220 million with a net interest margin of 3.36%, while noninterest income reached $1,059 million.
Merger integration materially increased costs: noninterest expense was $2,109 million in the quarter, including $193 million of Comerica-related expenses and $827 million year to date, contributing to year-to-date net income of $966 million. Credit metrics included net charge-offs of 0.30% of average portfolio loans, an ACL of 1.76% of portfolio loans and nonperforming assets of 0.60%. At June 30, 2026 total assets were $300 billion, loans and leases were $179,394 million, deposits were $234,141 million, and the CET1 capital ratio was 9.93%. The company also issued $2.0 billion of fixed-rate/floating-rate senior notes and will transition to Category III regulatory standards, including liquidity coverage and net stable funding ratios and annual supervisory stress testing.
Fifth Third Bancorp is furnishing an investor presentation for a July 2026 non-deal roadshow, where executives discuss operations, performance and post-Comerica strategy.
The presentation describes a top-10 U.S. bank with $300 billion in assets, $234 billion in deposits and about 1,500 branches as of mid-2026. Management highlights a decade of growth, with assets up from $142 billion in 2016 and adjusted ROTCE rising from 9.9% in 2016 to 17.8% in 2025, alongside an efficiency ratio improving to 55.9%. Payments capabilities processed $18 trillion in 2025 and, together with wealth management and capital markets, produced pro-forma LTM noninterest income of $4.2 billion, about 33% of revenue. The materials also outline Southeast and Texas expansion, four $10 billion deposit opportunities, credit metrics including a 0.30% total net charge-off ratio in 2Q26, 7% loan exposure to non-depository financial institutions, a $46.4 billion Shared National Credit portfolio, and forward-looking targets such as 19%+ ROTCE and an efficiency ratio in the low-to-mid 50s by 2027.
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.