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 an amendment to its current report to add audited and unaudited financial statements of recently acquired Comerica Incorporated and pro forma financial information reflecting the completed merger as of February 1, 2026. Comerica reported total assets of $79.3 billion and total loans of $50.5 billion at December 31, 2024, with net income of $698 million for 2024 and basic earnings per common share of $5.06. Ernst & Young LLP issued unqualified opinions on Comerica’s 2024 internal control over financial reporting and consolidated financial statements, and highlighted the allowance for credit losses, including a $725 million balance at year-end 2024, as a critical audit matter due to the judgment involved in expected loss modeling and qualitative adjustments.
Fifth Third Bancorp executive Jude Schramm reported a net sale of 14,896 common shares of FITB. On February 23, he exercised 14,228 stock appreciation rights at $26.72 per share into the same number of common shares, then disposed of 10,332 shares at $50.71 to cover tax obligations.
He also completed several open-market sales of common stock on February 23–24 totaling 14,896 shares at prices around $50.55–$50.99. After these transactions, he directly owned 141,460 common shares of Fifth Third Bancorp.
Fifth Third Bancorp approved special performance share unit (PSU) awards for key executives tied to the integration of its previously announced merger involving Comerica subsidiaries. Payouts range from 0% to 125% of target based on an integration scorecard over a February 1–December 31, 2026 performance period.
Subject to performance, PSUs vest in two equal installments on the first and second anniversaries of the grant date, generally requiring continued employment. Named executives receive grant-date values of $1,500,000 for COO James C. Leonard and $1,000,000 each for the CFO, Chief Risk Officer, and CIO, based on the closing stock price on February 18, 2026.
CEO Timothy N. Spence receives a larger PSU award with a grant-date value of $5,000,000 plus tighter conditions, including holding any vested shares, net of tax, until February 18, 2031. Awards may be forfeited if return on average tangible common equity for fiscal 2026 or 2027 falls below 2%, at the Compensation Committee’s discretion.
Fifth Third Bancorp files its annual report describing a large, diversified regional banking business and extensive regulatory oversight. As of December 31, 2025, the company reported $214 billion in assets, operating 1,130 full-service banking centers and 2,199 branded ATMs across 13 states.
The bank focuses on Commercial Banking, Consumer and Small Business Banking, and Wealth and Asset Management. Its trust and investment advisory operations oversaw about $690 billion in assets under care and managed $80 billion in assets. Fifth Third had 18,676 full-time equivalent employees and emphasizes engagement, training and career mobility, with more than 550,000 hours of discretionary learning completed in 2025.
The report highlights a wide range of risks, including credit quality, funding and liquidity, cybersecurity, technology change (including artificial intelligence), extensive regulatory requirements, and litigation and enforcement exposure. It also notes expectations that, after the merger with Comerica Incorporated, Fifth Third will move into a more stringent regulatory category while continuing to meet capital requirements.
Jude A. Schramm filed a Form 144 proposing the sale of 3,896 common shares on 02/24/2026 described as SAR and tied to issuer compensation. The filing also reports prior sales of 2,250 shares on 12/11/2025 for $109,125.00 and 11,000 shares on 02/23/2026 for $560,593.47.
FIFTH THIRD BANCORP EVP Kala Gibson reported a disposal of 621 shares of common stock at $52.90 per share. The shares were withheld by the company to cover taxes due upon the vesting of restricted stock units granted on February 19, 2025, leaving him with 61,679 directly held shares.
FIFTH THIRD BANCORP executive reports tax-related share disposition
EVP and Chief Risk Officer Robert P. Shaffer reported a Form 4 transaction involving 2,693 shares of Fifth Third Bancorp common stock on February 19, 2026. The shares were withheld at a price of $52.90 per share to cover taxes upon the vesting of previously granted restricted stock units, and his directly held stake after this event was 226,238 shares.
Fifth Third Bancorp’s Chief Accounting Officer Jeffrey A. Lopper reported a routine tax-related share disposition. On the RSU vesting date, 221 shares of common stock were withheld at $52.90 per share to cover tax obligations, coded as a tax-withholding disposition rather than an open-market sale. After this transaction, Lopper directly owned 49,774 shares of Fifth Third common stock.
FIFTH THIRD BANCORP EVP & CIO Jude Schramm reported a tax-related share disposition tied to equity compensation. On February 19, 2026, 1,346 shares of common stock were withheld at $52.90 per share to cover taxes upon the vesting of restricted stock units granted on February 19, 2025. After this withholding, Schramm directly owned 152,460 common shares.