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.
The Fifth Third Bancorp (FITB) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As an Ohio-incorporated financial services holding company and NASDAQ-listed issuer, Fifth Third uses SEC reports to describe its corporate structure, banking operations through Fifth Third Bank, National Association, capital instruments and significant events.
Among the most important documents for FITB are its periodic reports and current reports on Form 8-K. Recent 8-K filings detail material events such as the Agreement and Plan of Merger with Comerica Incorporated, the structure of the planned corporate and bank mergers, and subsequent milestones including regulatory approvals and shareholder votes. These filings also discuss the forward-looking risks, conditions and regulatory requirements associated with completing the transaction, giving investors a formal view of how the combination is expected to proceed.
Other 8-K filings cover capital and funding actions, including share repurchase agreements, redemptions of specific series of non-cumulative perpetual preferred stock and depositary shares, and the redemption of subordinated notes. Fifth Third also uses 8-Ks to furnish earnings press releases, investor presentations for bank and financial services conferences, and disclosures related to board and executive changes or director compensation arrangements.
Fifth Third’s registration statements and proxy materials, referenced in its merger-related 8-Ks, explain the issuance of FITB common stock and preferred stock depositary shares in connection with transactions, as well as the governance and voting processes for shareholders. The company’s filings also list its registered securities, including common stock under the symbol FITB and several series of preferred stock depositary shares trading under NASDAQ symbols such as FITBI, FITBP and FITBO.
On Stock Titan, these filings are supplemented by AI-powered summaries that highlight key terms, structural details and risk factors from lengthy documents. Users can quickly see what a filing covers—such as a merger agreement, capital action, impairment disclosure or board change—while retaining the ability to review the full original text. Real-time updates from EDGAR, combined with structured access to Forms 8-K and other reports, make this page a focused resource for understanding Fifth Third Bancorp’s regulatory history and ongoing obligations.
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
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.
Fifth Third Bancorp is offering fixed-to-floating rate senior notes due 2032 and 2037 under an effective shelf registration. The notes are unsecured, unsubordinated obligations of the holding company, structurally subordinated to all liabilities of its subsidiaries, and are not deposits or insured by the FDIC or any government agency. Each series pays a fixed semi-annual coupon from January 2026 until one year before maturity, then switches to a quarterly floating rate based on Compounded SOFR plus a spread, with interest never below zero.
Both series are callable: after 180 days from issuance at a make-whole premium, at par one year before maturity, and again at par in the final months before maturity. There is no sinking fund, and the notes will be issued in $2,000 minimum denominations and will not be listed on an exchange, so liquidity will depend on dealer markets. Net proceeds are expected to be used for general corporate purposes.
The filing also highlights Fifth Third’s pending merger with Comerica, for which Federal Reserve, OCC and shareholder approvals have been received, with closing expected on February 1, 2026, though this note offering is not conditioned on completion of the transaction.
Fifth Third Bancorp filed a Form 8-K to make preliminary fourth-quarter 2025 financial information part of its SEC record. The filing incorporates as exhibits highlights from Fifth Third’s January 20, 2026 earnings release and separate highlights from Comerica Incorporated’s earnings release for the same period, along with a consent from Ernst & Young LLP as Comerica’s independent auditor.
The results for both banks included in the exhibits are described as unaudited preliminary figures prepared by each company’s management and may change when their Form 10-K reports for the year ended December 31, 2025 are completed. Readers are directed to review these highlights together with each company’s prior Form 10-K and related financial statement disclosures.
Fifth Third Bancorp filed a current report to let investors know it has released its earnings information for the fourth quarter of 2025. On January 20, 2026, the company issued a press release describing these results, which is provided as Exhibit 99.1.
The company is also providing an earnings presentation related to its fourth-quarter 2025 conference call as Exhibit 99.2. Both the press release and the presentation are being furnished under the sections covering results of operations and Regulation FD disclosure, meaning they are made available for information purposes and are not treated as formally filed financial statements.
Fifth Third Bancorp reported progress on its planned acquisition of Comerica Incorporated, confirming it has received approval from the Federal Reserve Board to complete the merger. This follows prior approval from the Office of the Comptroller of the Currency on December 15, 2025 and shareholder approvals from both Fifth Third and Comerica on January 6, 2026. The companies now expect to close the transaction on February 1, 2026, subject to satisfaction or waiver of remaining conditions in the merger agreement. After closing, Comerica’s banking subsidiaries are expected to merge into Fifth Third Bank, National Association, which will remain the surviving bank. The filing also reiterates extensive forward‑looking statement cautions, highlighting risks around regulatory conditions, integration, costs, economic conditions and potential dilution from additional Fifth Third common shares issued in connection with the merger.
Fifth Third Bancorp announced that its subsidiary, Fifth Third Bank, National Association, will redeem all of its outstanding 3.850% Subordinated Notes due March 15, 2026. The redemption on February 13, 2026 will be at a cash price equal to the $750 million principal amount of these Subordinated Bank Notes plus accrued and unpaid interest to, but excluding, the redemption date.
The notes are being redeemed under their initial optional redemption provisions before the scheduled maturity date, and after the redemption no subordinated bank notes of this issue will remain outstanding. Interest on the redeemed notes will stop accruing on and after February 13, 2026, and holders will receive payment upon surrender of their notes to the issuing and paying agent.