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.
BlackRock, Inc. filed an amended Schedule 13G to report its passive ownership in Fifth Third Bancorp common stock as of the event date. BlackRock reports beneficial ownership of 68,067,535 shares, representing 10.3% of the outstanding common stock.
BlackRock has sole voting power over 63,224,123 shares and sole dispositive power over 68,067,535 shares, with no shared voting or dispositive power. The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Fifth Third.
Fifth Third Bancorp executive Peter L. Sefzik reported new share ownership following a merger and equity grant. On February 2, 2026, he received 190,133 shares of Fifth Third common stock in exchange for 101,877 Comerica Incorporated shares under the merger terms, using a 1.8663 exchange ratio plus cash for any fractional shares.
On the same date, he was granted 19,249 restricted stock units under the Fifth Third Bancorp Incentive Compensation Plan, which are scheduled to vest on February 2, 2029 and required no cash consideration. After these transactions, Sefzik directly owned 209,382 Fifth Third common shares.
Fifth Third Bancorp director Michael G. Van de Ven reported new share holdings following a merger-related exchange and equity awards. On 02/02/2026, he acquired 38,029 shares of Fifth Third common stock in exchange for Comerica Incorporated shares under the companies' merger agreement.
He also received 612 restricted stock units under the Fifth Third Bancorp Incentive Compensation Plan, granted with no cash consideration and subject to vesting when his service on the Board ends. In addition, 9,331 Fifth Third shares are held indirectly through the Van de Ven 2008 Family Trust.
Fifth Third Bancorp director Barbara Smith reported new share ownership tied to a merger and equity award. She acquired 39,886 shares of Fifth Third common stock on 02/02/2026 in exchange for 21,372 shares of Comerica Incorporated, based on a 1.8663-to-1 merger exchange ratio. She also received 612 restricted stock units under the Fifth Third Bancorp Incentive Compensation Plan at a stated price of $0, which vest when her service on the Board of Directors ends. After these transactions, she directly holds 40,498 Fifth Third common shares.
Fifth Third Bancorp director Derek J. Kerr reported new share holdings following a merger-related exchange and an equity grant. On 02/02/2026, he acquired 13,577 shares of Fifth Third common stock at no cost, received in exchange for 7,275 shares of Comerica Incorporated under a merger agreement using a 1.8663 exchange ratio plus cash for fractions. He also received 612 restricted stock units under Fifth Third’s incentive compensation plan, granted with no consideration paid and scheduled to vest when his service on the Board of Directors ends. After these transactions, he directly owned 14,275 Fifth Third common shares.
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 Form 13F-HR combination report as an institutional investment manager. The filing states that some holdings are reported directly by Fifth Third and a portion by other managers.
The Form 13F information table covers 2,633 positions with an aggregate reported value of $31,482,429,734, rounded to the nearest dollar. One other included manager is listed: Fifth Third Bank, National Association. Additional managers reporting for this manager include Franklin Street Advisors and Fifth Third Wealth Advisors. The report is signed by Rebecca Arnold, Compliance Director, Wealth & Asset Management.
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.