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 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.
Robert P. Shaffer, Executive Vice President and Chief Risk Officer of Fifth Third Bancorp (FITB), reported insider transactions on 08/28/2025. He was granted 14,035 stock appreciation rights with an exercise price of $26.52, representing compensation that vests over four years. On the same date he disposed of 10,680 shares at $45.60. Following these transactions his beneficial ownership moved from 210,006 shares to 199,326 shares. The Form 4 was signed by an attorney-in-fact on 09/02/2025.
Form 144 notice for Fifth Third Bancorp (FITB) reports a proposed sale of 12,000 common shares through Fidelity Brokerage Services on NASDAQ with an aggregate market value of $539,518.88 and an approximate sale date of 08/26/2025. The filing lists the shares as acquired via company compensation events (restricted stock vesting and SARs) on dates between 11/06/2022 and 02/14/2025, totaling the 12,000 shares to be sold. No securities were reported sold by the same person during the past three months. The filer affirms no undisclosed material adverse information is known.
Timothy N. Spence, Chair, Chief Executive Officer and President of Fifth Third Bancorp (FITB), reported a non‑derivative transaction on 08/15/2025 in which 7,200 shares were disposed of as a gift (transaction code G). Following the reported transaction Spence beneficially owns 451,827 shares, held directly. The Form 4 was signed by an attorney‑in‑fact on behalf of Spence on 08/18/2025. The filing shows a routine insider transfer by gift rather than a sale, and discloses the remaining direct ownership stake held by the reporting person.
Kevin J. Khanna, EVP of Fifth Third Bancorp (FITB), reported an insider sale of common stock on 08/15/2025. The Form 4 shows 14,000 shares sold in one or more transactions at a weighted-average price of $42.6733 per share, with trade prices ranging from $42.460 to $42.920. After the reported sale, Khanna beneficially owned 80,873 shares. The filing was signed on behalf of Khanna by an attorney-in-fact on 08/18/2025. The Form discloses the sale code "S" and notes the reporting person will provide detailed per-price quantities upon request.
Form 144 notice for FITB (Fifth Third Bancorp) shows a proposed sale of 14,000 common shares through Fidelity Brokerage Services with an aggregate market value of $597,426.32, scheduled approximately for 08/15/2025 on NASDAQ. The filing lists total shares outstanding as 661,887,239. The shares to be sold were primarily acquired as restricted stock vesting on 02/18/2023 (5,500 shares), 02/16/2025 (860 shares), 02/17/2025 (1,076 shares) and 08/12/2025 (6,564 shares), with payment characterized as compensation. The filing records a prior sale by Kevin J. Khanna of 1,845 shares on 06/06/2025 for gross proceeds of $72,059.24. Several standard filer contact and issuer identification fields in the provided extract are blank or not populated.
Kevin J. Khanna, listed as an officer with the title EVP at Fifth Third Bancorp (FITB), reported a non-derivative transaction on 08/12/2025 showing restricted stock units vesting with shares withheld to satisfy tax obligations. The filing records 6,773 shares withheld and lists a price of $42.24 per share. Following the withholding, the reporting person beneficially owned 94,873 shares of common stock.
The form’s explanation clarifies the withheld shares related to RSUs granted on 08/12/2022. This disclosure reflects routine equity-compensation administration rather than an active open-market sale or purchase, and it leaves the reporting person’s officer status unchanged.