BlackRock holds 10.3% of Fifth Third (FITB) common stock

Rhea-AI Filing Summary

BlackRock, Inc. filed an amended Schedule 13G to report its passive ownership in Fifth Third Bancorp common stock as of the event date. BlackRock reports beneficial ownership of 68,067,535 shares, representing 10.3% of the outstanding common stock.

BlackRock has sole voting power over 63,224,123 shares and sole dispositive power over 68,067,535 shares, with no shared voting or dispositive power. The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Fifth Third.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 12)

FIFTH THIRD BANCORP

(Name of Issuer)

Common Stock

(Title of Class of Securities)

316773100

(CUSIP Number)

01/31/2026

(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)

SCHEDULE 13G

CUSIP No. 316773100

1

Names of Reporting Persons

BlackRock, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 63,224,123.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 68,067,535.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

68,067,535.00

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)

10.3 %

12

Type of Reporting Person (See Instructions)

HC

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: BlackRock, Inc. In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release.
(b)	Address or principal business office or, if none, residence: BlackRock, Inc., 50 Hudson Yards New York, NY 10001
(c)	Citizenship: See Item 4 of Cover Page
(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: 68067535
(b)	Percent of class: 10.3 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 63224123
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 68067535
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of FIFTH THIRD BANCORP. No one person's interest in the common stock of FIFTH THIRD BANCORP is more than five percent of the total outstanding common shares.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99
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.

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.

BlackRock, Inc.

Signature:	Spencer Fleming
Name/Title:	Managing Director
Date:	02/06/2026

Exhibit Information

Exhibit 24: Power of Attorney Exhibit 99: Item 7

FAQ

What percentage of Fifth Third Bancorp (FITB) does BlackRock own?

BlackRock reports beneficial ownership of 10.3% of Fifth Third Bancorp’s common stock. This corresponds to 68,067,535 shares held by BlackRock business units, as disclosed in the amended Schedule 13G filing referencing the event date of 01/31/2026.

How many Fifth Third Bancorp shares does BlackRock have voting power over?

BlackRock has sole voting power over 63,224,123 Fifth Third Bancorp common shares. The filing shows zero shared voting power, indicating decisions to vote these shares are controlled solely by BlackRock’s reporting business units rather than in conjunction with other parties.

Is BlackRock’s stake in Fifth Third Bancorp considered passive or for control?

BlackRock characterizes its stake as passive. It certifies the securities were acquired and are held in the ordinary course of business and not for the purpose, or with the effect, of changing or influencing control of Fifth Third Bancorp, except for limited nomination-related activities.

Who ultimately files the ownership report for BlackRock’s Fifth Third stake?

The report is filed by BlackRock, Inc., a Delaware entity, on behalf of certain internal business units. The filing clarifies it reflects securities beneficially owned or deemed beneficially owned by these reporting business units, excluding other disaggregated BlackRock units under SEC Release No. 34-39538.

Do other parties share in the economic benefits of BlackRock’s Fifth Third shares?

Yes. The filing notes that various persons have rights to receive dividends or proceeds from sales of Fifth Third Bancorp stock managed by BlackRock. However, no single such person has an interest representing more than 5% of Fifth Third’s total outstanding common shares.

Who signed the BlackRock Schedule 13G/A related to Fifth Third Bancorp?

The filing is signed by Spencer Fleming, listed as a Managing Director. The signature section also references a Power of Attorney (Exhibit 24), authorizing execution of filings on behalf of BlackRock in connection with its beneficial ownership reporting obligations.