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 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 is issuing $2 billion of senior unsecured fixed-to-floating rate notes, split between $1 billion of 4.566% notes due 2032 and $1 billion of 5.141% notes due 2037. Both series pay fixed semi-annual interest until one year before maturity, then switch to quarterly floating rates based on Compounded SOFR plus 0.95% for the 2032 notes and 1.24% for the 2037 notes.
The notes can be redeemed early at specified premiums, and at par in defined windows close to maturity. They are structurally subordinated to subsidiary liabilities and are not insured by the FDIC. Estimated net proceeds of about $1.99 billion are earmarked for general corporate purposes. The prospectus also highlights risks tied to the pending Comerica merger, including integration challenges, higher leverage from assumed Comerica obligations, and the possibility the merger does not close.
Fifth Third Bancorp is offering fixed-to-floating rate senior notes due 2032 and 2037 under an effective shelf registration. The notes are unsecured, unsubordinated obligations of the holding company, structurally subordinated to all liabilities of its subsidiaries, and are not deposits or insured by the FDIC or any government agency. Each series pays a fixed semi-annual coupon from January 2026 until one year before maturity, then switches to a quarterly floating rate based on Compounded SOFR plus a spread, with interest never below zero.
Both series are callable: after 180 days from issuance at a make-whole premium, at par one year before maturity, and again at par in the final months before maturity. There is no sinking fund, and the notes will be issued in $2,000 minimum denominations and will not be listed on an exchange, so liquidity will depend on dealer markets. Net proceeds are expected to be used for general corporate purposes.
The filing also highlights Fifth Third’s pending merger with Comerica, for which Federal Reserve, OCC and shareholder approvals have been received, with closing expected on February 1, 2026, though this note offering is not conditioned on completion of the transaction.
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 director Priscilla Almodovar reported a stock award. On 01/07/2026, she acquired 848 shares of Fifth Third Bancorp common stock in a transaction coded as an acquisition. The grant was made under the Fifth Third Bancorp Incentive Compensation Plan as restricted stock units that vest when her service on the Board of Directors ends, and no cash consideration was paid for the award. After this grant, she beneficially owned 884 common shares in direct ownership.
Fifth Third Bancorp director Priscilla Almodovar filed an initial Form 3 reporting her beneficial ownership in the company. The filing shows that she beneficially owns 36 shares of Fifth Third Bancorp common stock, held directly. No derivative securities, such as options or warrants, are reported in the filing. This document establishes her initial ownership position as a director under SEC insider reporting rules.
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.