Fifth Third Bancorp SEC Filings

Fifth Third Bancorp officer and EVP Kevin J. Khanna reported a tax-related withholding of 7,702 shares of Fifth Third common stock on December 15, 2025. The shares were withheld at a price of $47.83 per share to cover taxes when restricted stock units granted to him on December 15, 2023 vested, rather than being sold in the open market. After this transaction, he beneficially owns 73,171 shares of Fifth Third common stock directly.

Fifth Third Bancorp executive reports tax-related share withholding

Fifth Third Bancorp executive vice president Bridgit Chayt reported a tax withholding event involving company stock. On 12/15/2025, 2,231 shares of Fifth Third common stock were withheld at $47.83 per share. A footnote explains that the shares were withheld for taxes upon the vesting of restricted stock units granted to her on 12/15/2023. After this transaction, Chayt beneficially owns 48,868 shares of Fifth Third common stock directly.

Fifth Third Bancorp executive vice president and chief information officer Jude Schramm reported selling 2,250 shares of common stock on 12/11/2025 at $48.5 per share.

After this transaction, he directly owned 129,191 shares. The activity was coded as a sale (S) and reported by a single reporting person.

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 shared an internal message from its Head of Regional Banking describing how the planned acquisition and integration of Comerica Incorporated fits into Fifth Third’s long-term growth strategy. The note emphasizes past steps to strengthen capital, risk management, technology and digital capabilities, and frames the Comerica transaction as the next chapter to expand into new, fast‑growing markets and broaden services for customers while creating career opportunities for employees.

The communication also includes extensive forward‑looking statements language outlining risks that could affect the merger’s completion and expected benefits, such as regulatory approvals, integration challenges, costs, economic conditions and reputational impacts. It notes that a Form S-4 registration statement for Fifth Third shares, including the joint proxy statement/prospectus for the transaction, became effective on November 25, 2025, and urges investors and security holders of both companies to read these SEC materials carefully before making any voting or investment decisions.

Fifth Third Bancorp shared an internal message from its Head of Regional Banking describing how the planned acquisition and integration of Comerica Incorporated fits into Fifth Third’s long-term growth strategy. The note emphasizes past steps to strengthen capital, risk management, technology and digital capabilities, and frames the Comerica transaction as the next chapter to expand into new, fast‑growing markets and broaden services for customers while creating career opportunities for employees.

The communication also includes extensive forward‑looking statements language outlining risks that could affect the merger’s completion and expected benefits, such as regulatory approvals, integration challenges, costs, economic conditions and reputational impacts. It notes that a Form S-4 registration statement for Fifth Third shares, including the joint proxy statement/prospectus for the transaction, became effective on November 25, 2025, and urges investors and security holders of both companies to read these SEC materials carefully before making any voting or investment decisions.

Fifth Third Bancorp is proposing an all-stock acquisition of Comerica Incorporated, combining two long-standing regional banks into a larger U.S. franchise. Under the merger agreement, each share of Comerica common stock will be converted into 1.8663 shares of Fifth Third common stock, implying $82.88 per Comerica share at announcement and $79.00 based on Fifth Third’s later trading price. Fifth Third expects to issue about 250,345,924 new shares, after which existing Fifth Third shareholders will own roughly 73% of the combined company and Comerica stockholders about 27%.

The first merger is intended to be tax-free for U.S. holders, except for cash paid in lieu of fractional shares. Comerica preferred stock will convert into a new series of Fifth Third preferred stock on a one-for-one basis, with similar terms, and corresponding depositary shares will also convert. Both boards unanimously support the deal, and special virtual shareholder meetings for Fifth Third and Comerica are scheduled for January 6, 2026 to vote on the transaction. No appraisal or dissenters’ rights will be available to common or preferred holders under applicable Ohio and Delaware law.

Fifth Third Bancorp filed a Form 13F Combination Report, indicating that part of its institutional equity holdings are reported here and part by other managers.

The filing lists a Form 13F Information Table Entry Total of 2,662 and a Form 13F Information Table Value Total of $31,277,059,769. Other managers reporting include Franklin Street Advisors and Fifth Third Wealth Advisors. The filing also lists one other included manager: Fifth Third Bank, National Association.

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 reports higher profitability and details major strategic moves for the quarter ended September 30, 2025. Net interest income on a fully taxable-equivalent basis rose to $1.5B, with noninterest income of $781M, lifting total FTE revenue 8% year over year. Net income available to common shareholders increased to $608M, or $0.91 per diluted share, up from $0.78.

Credit costs rose as provision for credit losses climbed to $197M, largely driven by an asset-backed commercial loan impairment that included a $178M charge-off. Even so, nonperforming portfolio assets fell to 0.65% of portfolio loans and leases and OREO, and the allowance for credit losses stood at 1.96% of portfolio loans and leases.

The bank remained active in capital and funding management. It redeemed 14,000 shares of 4.500% Series L preferred stock, executed $525M of accelerated share repurchases, and issued $1.0B of senior notes maturing in 2028. Regulatory capital ratios were solid, with a CET1 ratio of 10.57%. The company also announced a pending all-stock merger with Comerica valued at $10.9B, expected to close by the end of the first quarter of 2026.