Fifth Third Bancorp 8-K Filings

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 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.

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.

Fifth Third Bancorp has launched private exchange offers tied to its merger in which Comerica Incorporated was merged into Fifth Third Financial Corporation (FTFC). The company is offering Eligible Holders to exchange any and all outstanding FTFC notes originally issued by Comerica for up to $1,550,000,000 aggregate principal amount of new Fifth Third notes plus cash in some cases.

The offer covers $550,000,000 of 4.000% senior notes due February 1, 2029 and $1,000,000,000 of 5.982% fixed-to-floating rate senior notes due January 30, 2030. Early tenders by May 21, 2026 receive higher consideration, including $1,000 in new notes per $1,000 tendered plus $1.00 in cash, versus $970 in new notes for later tenders.

At the same time, FTFC is soliciting consents from Eligible Holders to amend the existing indentures and remove certain covenants, restrictive provisions and events of default. The new notes are initially unregistered, but Fifth Third has agreed to use commercially reasonable efforts to register exchange notes within 365 days of settlement and may file a shelf registration for resales in certain circumstances.

Fifth Third Bancorp reported the results of its Annual Meeting of Shareholders held on April 21, 2026. Shareholders elected sixteen directors to serve until the 2027 annual meeting, with each nominee receiving substantially more votes for than against.

Shareholders also ratified Deloitte & Touche LLP as the independent external audit firm for 2026 by 783,792,162 votes for and 47,008,970 votes against, with 612,834 abstentions. In a non-binding advisory vote, shareholders approved executive compensation with 699,182,469 votes for, 39,949,231 votes against, and 2,104,169 abstentions, alongside 90,178,097 broker non-votes.

Fifth Third Bancorp used its 2026 annual meeting to present 2025 performance, strategy and risk disclosures to shareholders. Management highlighted full-year 2025 return on average assets of 1.19% and return on average common equity of 12.6%, with a non-GAAP efficiency ratio of 56.9%.

The bank reported a loan-to-core deposit ratio of 72%, a CET1 capital ratio of 10.81%, and a net interest margin increase of 16 basis points for 2025, including 24 basis points improvement in 4Q25 versus 4Q24. Middle Market new client acquisition rose 40% versus 2024, supported by 50 new branches and 7% household growth in the Southeast.

Dividends declared per common share increased from $1.08 in 2020 to $1.54 in 2025, a 7% five-year CAGR, while long-term total shareholder return ranked near the top of a large regional bank peer group. The presentation also stressed community and sustainability initiatives, including more than $58 billion delivered toward a $100 billion environmental and social target by 2030, over $22 million in charitable contributions, and $1.4 billion of CRA-qualified community development loans and investments in 2025.

Fifth Third Bancorp reported first quarter 2026 results and completed its all‑stock acquisition of Comerica Incorporated valued at approximately $12.7 billion. Net income available to common shareholders was $128 million, or $0.15 per diluted share, including a net negative $0.68 per‑share impact from merger‑related and other items totaling $567 million after tax.

Fully taxable‑equivalent net interest income reached $1.939 billion, up 26% sequentially and 34% year‑over‑year, while net interest margin expanded to 3.30%. Average loans and leases were $158.3 billion and average deposits $209.4 billion, each up around 30% year‑over‑year, largely reflecting Comerica. Credit quality remained solid with a net charge‑off ratio of 0.37% and a nonperforming asset ratio of 0.57%.

Fifth Third Bancorp filed an 8-K highlighting its March 11, 2026 presentation at the RBC Capital Markets Financial Institutions Conference, where it outlined scale, strategy and updated guidance. The bank reports pro forma assets of $294 billion, deposits of $237 billion and loans of $173 billion as of December 31, 2025, ranking around ninth nationally in each.

For 2026, management now expects net interest income of $8.6–$8.8 billion from a $6.0 billion FY25 baseline and noninterest income of $4.0–$4.2 billion versus $3.1 billion, with noninterest expense of $7.2–$7.3 billion compared with $5.1 billion. The 2026 net charge-off ratio is guided to 30–40 bps and the effective tax rate to 23%.

For 1Q26, the bank expects average loans and leases of $158–$159 billion, net interest income of about $1.93 billion from a $1.53 billion 4Q25 baseline, noninterest income of $0.90–$0.93 billion from $0.81 billion, and noninterest expense of $1.76–$1.78 billion from $1.27 billion, with a net charge-off ratio of 35–40 bps, a 22.5% tax rate and 830–835 million average diluted shares.

The presentation also shows trailing total shareholder return that has outperformed peers over 3-, 5-, 7- and 10-year periods as of February 28, 2026, and details a Comerica acquisition integration plan, including legal close targeted in 2Q26–3Q26 and branch and system conversion expected on September 8, 2026.

Fifth Third Bancorp filed an amendment to its current report to add audited and unaudited financial statements of recently acquired Comerica Incorporated and pro forma financial information reflecting the completed merger as of February 1, 2026. Comerica reported total assets of $79.3 billion and total loans of $50.5 billion at December 31, 2024, with net income of $698 million for 2024 and basic earnings per common share of $5.06. Ernst & Young LLP issued unqualified opinions on Comerica’s 2024 internal control over financial reporting and consolidated financial statements, and highlighted the allowance for credit losses, including a $725 million balance at year-end 2024, as a critical audit matter due to the judgment involved in expected loss modeling and qualitative adjustments.

Fifth Third Bancorp approved special performance share unit (PSU) awards for key executives tied to the integration of its previously announced merger involving Comerica subsidiaries. Payouts range from 0% to 125% of target based on an integration scorecard over a February 1–December 31, 2026 performance period.

Subject to performance, PSUs vest in two equal installments on the first and second anniversaries of the grant date, generally requiring continued employment. Named executives receive grant-date values of $1,500,000 for COO James C. Leonard and $1,000,000 each for the CFO, Chief Risk Officer, and CIO, based on the closing stock price on February 18, 2026.

CEO Timothy N. Spence receives a larger PSU award with a grant-date value of $5,000,000 plus tighter conditions, including holding any vested shares, net of tax, until February 18, 2031. Awards may be forfeited if return on average tangible common equity for fiscal 2026 or 2027 falls below 2%, at the Compensation Committee’s discretion.

Fifth Third Bancorp furnished an investor presentation in connection with its appearance at the BofA Securities 2026 Financial Services Conference. The presentation highlights a top-performing regional bank with assets of $294 billion, deposits of $237 billion, and 1,482 U.S. branches pro forma as of December 31, 2025.

The materials emphasize a diversified business mix across consumer and small business banking, commercial banking, and wealth and asset management, guided by priorities of stability, profitability, and growth. Fifth Third shows trailing total shareholder returns that rank in the top quartile versus a defined peer group over 3-, 5-, 7- and 10-year periods as of January 27, 2026.

The presentation also details the planned integration of Comerica, including an announced acquisition completed at legal close targeted for 2Q26–3Q26 and an expected conversion of branches and systems on September 8, 2026. Management outlines an accelerated branch expansion strategy in faster‑growing Southeast and Southwest markets and de novo branch performance that has exceeded peer averages, supporting long‑term deposit growth and a strategy to generate sustainable value for shareholders.

Fifth Third Bancorp completed its previously announced acquisition of Comerica through a multi‑step merger structure, with Comerica and its holding company merging into a Fifth Third subsidiary and their banks combining into Fifth Third Bank, National Association.

Each share of Comerica common stock was converted into the right to receive 1.8663 shares of Fifth Third common stock, with cash paid instead of fractional shares. Comerica preferred stock converted into 400,000 shares of a new Fifth Third preferred series, represented by 16,000,000 depositary shares. Fifth Third entities also assumed $1,790 million of Comerica parent notes and $626 million of Comerica Bank notes.

The board of directors was increased to 16 members, adding three former Comerica directors who joined key board committees. Fifth Third filed amendments to its articles to establish the new preferred stock, and related depositary arrangements, and plans to provide required acquired and pro forma financial statements by later amendment.

Fifth Third Bancorp filed a current report describing a new senior debt offering. On January 29, 2026, the bank issued $1,000,000,000 of 4.566% fixed rate/floating rate senior notes due 2032 and $1,000,000,000 of 5.141% fixed rate/floating rate senior notes due 2037.

The notes were sold under an underwriting agreement with major broker-dealers and issued under an existing senior debt indenture, as modified by a new supplemental indenture. Fifth Third reports estimated net proceeds of approximately $1,987,881,800 from the offering, which was conducted off its automatic shelf registration statement on Form S-3.

Fifth Third Bancorp filed a Form 8-K to make preliminary fourth-quarter 2025 financial information part of its SEC record. The filing incorporates as exhibits highlights from Fifth Third’s January 20, 2026 earnings release and separate highlights from Comerica Incorporated’s earnings release for the same period, along with a consent from Ernst & Young LLP as Comerica’s independent auditor.

The results for both banks included in the exhibits are described as unaudited preliminary figures prepared by each company’s management and may change when their Form 10-K reports for the year ended December 31, 2025 are completed. Readers are directed to review these highlights together with each company’s prior Form 10-K and related financial statement disclosures.

Fifth Third Bancorp filed a current report to let investors know it has released its earnings information for the fourth quarter of 2025. On January 20, 2026, the company issued a press release describing these results, which is provided as Exhibit 99.1.

The company is also providing an earnings presentation related to its fourth-quarter 2025 conference call as Exhibit 99.2. Both the press release and the presentation are being furnished under the sections covering results of operations and Regulation FD disclosure, meaning they are made available for information purposes and are not treated as formally filed financial statements.

Fifth Third Bancorp reported progress on its planned acquisition of Comerica Incorporated, confirming it has received approval from the Federal Reserve Board to complete the merger. This follows prior approval from the Office of the Comptroller of the Currency on December 15, 2025 and shareholder approvals from both Fifth Third and Comerica on January 6, 2026. The companies now expect to close the transaction on February 1, 2026, subject to satisfaction or waiver of remaining conditions in the merger agreement. After closing, Comerica’s banking subsidiaries are expected to merge into Fifth Third Bank, National Association, which will remain the surviving bank. The filing also reiterates extensive forward‑looking statement cautions, highlighting risks around regulatory conditions, integration, costs, economic conditions and potential dilution from additional Fifth Third common shares issued in connection with the merger.

Fifth Third Bancorp announced that its subsidiary, Fifth Third Bank, National Association, will redeem all of its outstanding 3.850% Subordinated Notes due March 15, 2026. The redemption on February 13, 2026 will be at a cash price equal to the $750 million principal amount of these Subordinated Bank Notes plus accrued and unpaid interest to, but excluding, the redemption date.

The notes are being redeemed under their initial optional redemption provisions before the scheduled maturity date, and after the redemption no subordinated bank notes of this issue will remain outstanding. Interest on the redeemed notes will stop accruing on and after February 13, 2026, and holders will receive payment upon surrender of their notes to the issuing and paying agent.

Fifth Third Bancorp reported that its shareholders approved issuing new common stock to help fund the proposed acquisition of Comerica Incorporated. At a special meeting, 536,814,002 votes were cast in favor of the stock issuance proposal, with 1,088,494 votes against and 378,950 abstentions, satisfying NASDAQ rules for issuing more than 20% of currently outstanding shares. Shareholders also approved an adjournment proposal by 497,437,700 votes to 40,320,977, although an adjournment was ultimately not needed. The company and Comerica issued a joint press release to announce the voting results at both companies’ special meetings.

Fifth Third Bancorp disclosed that director Thomas H. Harvey has notified the company of his retirement from the Board of Directors, effective January 7, 2026.

The Board appointed Priscilla Almodovar as a new director effective the same date, filling the vacancy created by Mr. Harvey’s retirement. She will serve on the Nominating and Corporate Governance Committee and the Risk and Compliance Committee.

Under the company’s Director Pay Program, Ms. Almodovar received a pro-rated grant of $41,712 in RSUs as part of her director compensation. A related press release is included as an exhibit.

Fifth Third Bancorp (FITB) furnished an 8‑K noting it will present at the BancAnalysts Association of Boston’s Annual Bank Conference on November 7, 2025, with the investor presentation provided as Exhibit 99.1.

The filing also references the proposed merger with Comerica Incorporated. Fifth Third has filed a Form S‑4 to register shares to be issued to Comerica stockholders; the registration statement is not yet effective, and a joint proxy statement/prospectus will be sent to shareholders in connection with the transaction. The disclosure includes customary forward‑looking statements and outlines factors that could affect completion and outcomes, including regulatory and shareholder approvals and integration considerations.

FITB’s common stock trades on NASDAQ under FITB, with listed depositary shares for certain preferred series (FITBI, FITBP, FITBO). The 8‑K materials are furnished, not filed, and are not incorporated by reference unless expressly stated.

Fifth Third Bancorp furnished materials related to its third-quarter 2025 results. The company announced an earnings press release and an accompanying investor presentation, both dated October 17, 2025.

The materials were furnished under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure), with the press release as Exhibit 99.1 and the earnings presentation as Exhibit 99.2. The company states these furnished items are not deemed filed under the Exchange Act or Securities Act unless specifically incorporated by reference.

Fifth Third Bancorp and Comerica entered a merger agreement dated October 5, 2025 that will convert Comericas outstanding Series B non-cumulative perpetual preferred stock into a newly created series of Fifth Third preferred stock on a one-for-one basis through depositary shares representing a 1/1000th interest in a share of 6.625% fixed-to-floating preferred. The new preferred shares are stated to have terms "not materially less favorable" than the existing Comerica preferred stock. Closing is conditioned on customary items including accurate representations, material performance, required regulatory permits and approvals, an S-4 registration/proxy filing, and receipt of counsels opinion that the merger will qualify as a tax reorganization under Section 368(a). The parties agreed to use reasonable best efforts to obtain necessary approvals and included certain non-solicitation commitments.

Fifth Third Bancorp (FITB) filed an Form 8-K reporting a material event that references a joint press release with Comerica Inc. dated October 6, 2025 and an investor presentation dated October 6, 2025. The filing cites prior public filings including Fifth Third's Form 10-K for the year ended December 31, 2024 and its definitive proxy statement for the 2025 Annual Meeting (filed March 4, 2025), and it points to Comerica's related filings (including a March 17, 2025 filing). The document includes standard forward-looking statements language and disclaims any obligation to update those statements. The 8-K is executed by Bryan D. Preston, Executive Vice President and Chief Financial Officer, and provides links to the referenced SEC filings for further detail.

Fifth Third Bancorp filed an 8-K reporting a material event tied to its depositary shares that represent a 1/1000th interest in a share of 6.625% fixed-to-floating non-cumulative perpetual preferred stock. The filing notes a press release dated September 19, 2025 announcing a notice of redemption for the referenced securities. The document identifies the security type and the redemption notice date but does not include redemption price, record date, or detailed cashflow effects for holders.

Fifth Third Bancorp determined that it will record a material, non-cash impairment charge in the third quarter of 2025 related to an asset-backed finance loan affected by alleged external fraudulent activity at a commercial borrower of Fifth Third Bank, National Association. The outstanding balance on this loan is approximately $200 million, and the estimated impairment range is $170 million to $200 million, meaning most or all of the exposure may be written down for accounting purposes.

The company is working with law enforcement authorities and has engaged third-party advisors to validate the extent of potential fraud-related losses, which will inform the final impairment amount. Separately, Fifth Third plans to present at the 2025 Barclays Global Financial Services Conference, with its presentation made available as an exhibit.

Fifth Third Bancorp (FITB) filed an 8-K announcing an accelerated share repurchase (ASR) with Deutsche Bank on 18-Jul-2025. The bank will deploy $300 million of cash on 21-Jul-2025 to retire common shares under its previously disclosed 100 million-share authorization.

Two supplemental confirmations (each $150 million) set the notional amount. FITB expects to receive the majority of shares the same day; the exact share count will be based on a discount to the average daily VWAP of FITB stock over the execution period. Final settlement is required no later than 29-Sep-2025, when additional shares or cash may be exchanged to true-up the position.

The agreement includes customary adjustment and early-termination clauses. Extraordinary events could allow Deutsche to cancel, resulting in fewer shares retired. No new earnings, guidance or other financial data were provided.

Fifth Third Bancorp (NASDAQ: FITB) has announced a key executive appointment in an 8-K filing. Kevin Lavender has been promoted to Vice Chairman, Commercial Bank, with the role becoming effective July 14, 2025. Lavender brings significant experience to this position, having previously served as Executive Vice President and Head of Commercial Bank since January 2020.

The filing includes details about the company's registered securities, including:

• Common Stock (FITB)
• Depositary Shares representing 1/1000th ownership in 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I (FITBI)
• Depositary Shares representing 1/40th ownership in 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A (FITBP)
• Depositary Shares representing 1/1000th ownership in 4.95% Non-Cumulative Perpetual Preferred Stock, Series K (FITBO)

The document was signed by Timothy N. Spence, President and Chief Executive Officer.