T. Rowe Price (FITB holder) discloses 39.1M Fifth Third Bancorp shares

Rhea-AI Filing Summary

T. Rowe Price Associates, Inc. reports beneficial ownership of 39,088,402 shares of Fifth Third Bancorp common stock, representing 4.3% of the class as of June 30, 2026. It holds sole voting power over 37,747,009 shares and sole dispositive power over all 39,088,402 shares, with no shared voting or dispositive power. The filer states this represents ownership of 5% or less of the class and expressly denies that the filing should be construed as an admission that it is the beneficial owner of these securities.

Key Figures

Shares beneficially owned: 39,088,402 shares Percent of class: 4.3% Sole voting power: 37,747,009 shares +3 more

6 metrics

Shares beneficially owned 39,088,402 shares Fifth Third Bancorp common stock beneficially owned by T. Rowe Price Associates as of June 30, 2026

Percent of class 4.3% Percentage of Fifth Third Bancorp common stock class reported as beneficially owned

Sole voting power 37,747,009 shares Shares of Fifth Third Bancorp over which T. Rowe Price Associates has sole voting power

Shared voting power 0 shares Shares of Fifth Third Bancorp over which T. Rowe Price Associates has shared voting power

Sole dispositive power 39,088,402 shares Shares of Fifth Third Bancorp over which T. Rowe Price Associates has sole dispositive power

Shared dispositive power 0 shares Shares of Fifth Third Bancorp over which T. Rowe Price Associates has shared dispositive power

Key Terms

beneficial owner, sole voting power, sole dispositive power, percent of class

4 terms

beneficial owner financial

"shall not be construed as an admission that Price Associates is the beneficial owner"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

sole voting power financial

"Sole Voting Power 37,747,009.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Sole Dispositive Power 39,088,402.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

percent of class financial

"Percent of class: 4.3 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

What stake in Fifth Third Bancorp (FITB) does T. Rowe Price Associates report?

T. Rowe Price Associates reports beneficial ownership of 39,088,402 shares of Fifth Third Bancorp common stock, representing 4.3% of the outstanding class as of June 30, 2026.

How much voting power does T. Rowe Price Associates have in FITB?

T. Rowe Price Associates reports sole voting power over 37,747,009 shares of Fifth Third Bancorp and no shared voting power over any shares, according to the Schedule 13G/A amendment.

What dispositive power over Fifth Third Bancorp (FITB) shares is reported?

T. Rowe Price Associates reports sole dispositive power over 39,088,402 shares of Fifth Third Bancorp common stock and no shared dispositive power, meaning it alone can direct the disposition of those shares.

Is T. Rowe Price Associates a 5% or greater holder of FITB?

No. T. Rowe Price Associates reports holding 4.3% of Fifth Third Bancorp’s common stock, which it identifies as 5 percent or less of the class under Schedule 13G reporting categories.

Does T. Rowe Price Associates admit beneficial ownership of its reported FITB shares?

T. Rowe Price Associates expressly denies that the filing should be construed as an admission it is the beneficial owner of the referenced Fifth Third Bancorp securities, despite reporting them for Schedule 13G purposes.

Who signed the Schedule 13G/A for T. Rowe Price Associates regarding FITB?

The amendment was signed by Ellen York, Vice President of T. Rowe Price Associates, Inc., on August 14, 2026, certifying the accuracy of the reported ownership information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 10:39 AM Accepted by SEC EDGAR 08/14/2026 - 10:38 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

FIFTH THIRD BANCORP

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

316773100

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 316773100

1

Names of Reporting Persons

T. Rowe Price Associates, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 37,747,009.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 39,088,402.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

39,088,402.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.3 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: FIFTH THIRD BANCORP
(b)	Address of issuer's principal executive offices: 38 FOUNTAIN SQ PLZ, FIFTH THIRD CENTER, CINCINNATI, OH, 45263
Item 2.
(a)	Name of person filing: T. Rowe Price Associates, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 316773100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 39088402
(b)	Percent of class: 4.3 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 37747009
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 39088402
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Associates, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	08/14/2026