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Fifth Third Bancorp furnished an investor presentation in connection with its appearance at the BofA Securities 2026 Financial Services Conference. The presentation highlights a top-performing regional bank with assets of $294 billion, deposits of $237 billion, and 1,482 U.S. branches pro forma as of December 31, 2025.
The materials emphasize a diversified business mix across consumer and small business banking, commercial banking, and wealth and asset management, guided by priorities of stability, profitability, and growth. Fifth Third shows trailing total shareholder returns that rank in the top quartile versus a defined peer group over 3-, 5-, 7- and 10-year periods as of January 27, 2026.
The presentation also details the planned integration of Comerica, including an announced acquisition completed at legal close targeted for 2Q26–3Q26 and an expected conversion of branches and systems on September 8, 2026. Management outlines an accelerated branch expansion strategy in faster‑growing Southeast and Southwest markets and de novo branch performance that has exceeded peer averages, supporting long‑term deposit growth and a strategy to generate sustainable value for shareholders.
Fifth Third Bancorp director Barbara Smith filed an initial insider ownership report showing no current holdings of the company’s common stock. The Form 3 states that as of February 1, 2026, she beneficially owned 0 shares of Fifth Third Bancorp common stock, held directly.
Fifth Third Bancorp director files initial ownership report. Michael G. Van de Ven, a director of Fifth Third Bancorp, filed a Form 3 for an event dated February 1, 2026. The filing shows he beneficially owns 0 shares of Fifth Third Bancorp common stock in direct form.
The report also indicates no derivative securities, such as options or warrants, are beneficially owned. This is an initial disclosure of his equity position as a board member, confirming no current direct or indirect stock or derivative holdings in the company.
Fifth Third Bancorp director Michael G. Van de Ven reported new share holdings following a merger-related exchange and equity awards. On 02/02/2026, he acquired 38,029 shares of Fifth Third common stock in exchange for Comerica Incorporated shares under the companies' merger agreement.
He also received 612 restricted stock units under the Fifth Third Bancorp Incentive Compensation Plan, granted with no cash consideration and subject to vesting when his service on the Board ends. In addition, 9,331 Fifth Third shares are held indirectly through the Van de Ven 2008 Family Trust.
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 $1,790 million of Comerica parent notes and $626 million of Comerica Bank notes.
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 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.