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 is conducting private Exchange Offers to swap any and all Comerica-originated notes assumed by Fifth Third Financial Corporation for up to $1,550,000,000 of new Fifth Third notes plus cash. These offers run alongside Consent Solicitations to amend the existing indenture.
By the Early Tender Date of May 21, 2026, holders had tendered $330,541,000 of 4.000% Senior Notes due 2029 out of $550,000,000 outstanding, and $937,253,000 of 5.982% Fixed-To-Floating Rate Senior Notes due 2030 out of $1,000,000,000 outstanding. This met the required consents for both series, allowing supplemental indentures with the proposed amendments to proceed.
The Exchange Offers and Consent Solicitations are open only to Eligible Holders, including qualified institutional buyers in the United States and certain non‑U.S. investors, and are scheduled to expire at 5:00 p.m., New York City time, on June 8, 2026. The new notes are initially unregistered, but Fifth Third has agreed to use commercially reasonable efforts to file exchange and shelf registration statements within specified timeframes.
FIFTH THIRD BANCORP director‑related trusts reported amended insider sales of common stock. Entities linked to director Mitchell Stuart Feiger, including a spouse’s revocable living trust and spouse’s trust, sold a total of 82,045 shares of common stock in open‑market transactions on February 12, 2026 at a corrected price of $54.68 per share.
The amendment updates previously misstated sale prices (originally reported around $53) and confirms that all other reported information, including the number of shares sold and remaining indirect holdings, is unchanged.
Fifth Third Bancorp has launched private exchange offers tied to its merger in which Comerica Incorporated was merged into Fifth Third Financial Corporation (FTFC). The company is offering Eligible Holders to exchange any and all outstanding FTFC notes originally issued by Comerica for up to $1,550,000,000 aggregate principal amount of new Fifth Third notes plus cash in some cases.
The offer covers $550,000,000 of 4.000% senior notes due February 1, 2029 and $1,000,000,000 of 5.982% fixed-to-floating rate senior notes due January 30, 2030. Early tenders by May 21, 2026 receive higher consideration, including $1,000 in new notes per $1,000 tendered plus $1.00 in cash, versus $970 in new notes for later tenders.
At the same time, FTFC is soliciting consents from Eligible Holders to amend the existing indentures and remove certain covenants, restrictive provisions and events of default. The new notes are initially unregistered, but Fifth Third has agreed to use commercially reasonable efforts to register exchange notes within 365 days of settlement and may file a shelf registration for resales in certain circumstances.
Fifth Third Bancorp reported first-quarter 2026 results marked by the closing of its all‑stock $12.7 billion Comerica merger and significant integration costs. Total revenue on a fully taxable‑equivalent basis rose to $2.8 billion, up 33% year over year, as net interest income surged with the addition of Comerica’s balance sheet.
Despite higher revenue, profitability weakened. Net income fell to $165 million, down 68%, and diluted EPS dropped to $0.15 from $0.71, largely reflecting $635 million of direct merger‑related expenses and higher ongoing operating costs. The efficiency ratio deteriorated to 84.5% from 61.0%.
Average interest‑earning assets increased 23% to $238 billion, including $73.0 billion of acquired interest‑earning assets. Loans and leases grew to $178 billion and deposits to $234 billion, driven mainly by Comerica. Credit quality metrics generally improved, though the provision for credit losses rose to $227 million, influenced by Comerica‑related reserves and more cautious economic forecasts. Regulatory capital remained solid, with a 9.89% CET1 ratio and tangible common equity at 8.26% of tangible assets.
Fifth Third Bancorp filed a Form 13F Combination Report disclosing institutional holdings for accounts over which it exercises investment discretion. The report lists 4,303 holdings with an aggregate market value of $54,720,122,903. The filing notes the filer became successor investment manager after a merger effective February 1, 2026. The report is signed by Rebecca Arnold, Compliance Director, Wealth & Asset Management and dated 05-01-2026.
FIFTH THIRD BANCORP executive vice president Kala Gibson reported a bona fide gift of 4,300 shares of Common Stock, recorded with a transaction price of $0.00 per share.
After this disposition, Gibson directly owns 57,379 shares of Fifth Third Bancorp common stock, indicating an ongoing equity stake following the gift transfer.
Fifth Third Bancorp reported that Vanguard Capital Management beneficially owns 67,625,359 shares of Common Stock, representing 7.46% of the class as of 03/31/2026.
The Schedule 13G states Vanguard has sole dispositive power over 67,625,359 shares and sole voting power over 9,194,819 shares. The filing is submitted on behalf of managed funds and affiliated business divisions.
Fifth Third Bancorp executive Peter L. Sefzik reported selling 20,000 shares of company common stock in open-market trades. The Form 4 shows six separate sales of Fifth Third Bancorp Common Stock on April 28, 2026, with sale prices ranging from about $50.44 to $50.47 per share. These transactions are categorized as open-market sales, and the filing indicates that Sefzik continues to hold Fifth Third Bancorp stock following the reported activity.
Fifth Third Bancorp reports that Vanguard Portfolio Management reported beneficial ownership of 47,155,811 shares of Common Stock, representing 5.20% of the class as of 03/31/2026. The filing states Vanguard Portfolio Management has sole dispositive power over 47,155,811 shares and sole voting power over 122,251 shares and that holdings reflect securities held for various Vanguard-affiliated funds and client accounts.
Fidelity Brokerage Services LLC submitted a Form 144 notice proposing the sale of 20,000 shares of Common Stock listed on NASDAQ with an aggregate figure of $1,009,188.70 shown. The filing lists multiple prior restricted stock vesting and an option exercise with dated entries between 01/22/2022 and 01/15/2026.