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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 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.
Fifth Third Bancorp Chief Financial Officer and EVP Bryan D. Preston reported two transactions in the company’s common stock dated December 15, 2025. He made a gift of 1,100 shares, after which he directly held 83,795.3081 shares. On the same date, 6,373 shares were disposed of at $47.83 per share to satisfy tax withholding upon the vesting of restricted stock units granted on December 15, 2023. Following these transactions, he directly beneficially owned 77,422.3081 shares of Fifth Third Bancorp common stock.
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 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.