Fifth Third Bancorp SEC Filings

Fifth Third Bancorp submitted a Form 25 notifying the removal of certain securities from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934.

The filing, signed on June 11, 2026 by Christian Gonzalez, Executive Vice President, Chief Legal Officer & Corporate Secretary, lists affected classes including Common Stock and multiple series of depositary preferred shares.

Fifth Third Bancorp completed exchange offers and related consent solicitations, issuing approximately $1,272,791,000 in aggregate principal amount of new senior notes in exchange for notes originally issued by Comerica and assumed by Fifth Third Financial Corporation.

Holders tendered $334,781,000 of 4.000% Senior Notes due 2029 (leaving $215,219,000 outstanding) and $938,170,000 of 5.982% Fixed-to-Floating Rate Senior Notes due 2030 (leaving $61,830,000 outstanding). All accepted notes will be retired and cancelled. Fifth Third obtained sufficient consents to amend the FTFC indentures, eliminating various covenants and events of default, and these changes became effective on the final settlement date.

The new 4.000% notes mature on February 1, 2029, and the new 5.982% fixed-to-floating notes mature on January 30, 2030, with a switch to a floating rate of Compounded SOFR plus 2.155% from January 30, 2029 to maturity. Fifth Third also agreed in a registration rights agreement to use commercially reasonable efforts to register exchange or resale notes within 365 days of the final settlement date, with additional interest due if it does not meet these obligations.

Fifth Third Bancorp completed exchange offers and related consent solicitations, issuing approximately $1,272,791,000 in aggregate principal amount of new senior notes in exchange for notes originally issued by Comerica and assumed by Fifth Third Financial Corporation.

Holders tendered $334,781,000 of 4.000% Senior Notes due 2029 (leaving $215,219,000 outstanding) and $938,170,000 of 5.982% Fixed-to-Floating Rate Senior Notes due 2030 (leaving $61,830,000 outstanding). All accepted notes will be retired and cancelled. Fifth Third obtained sufficient consents to amend the FTFC indentures, eliminating various covenants and events of default, and these changes became effective on the final settlement date.

The new 4.000% notes mature on February 1, 2029, and the new 5.982% fixed-to-floating notes mature on January 30, 2030, with a switch to a floating rate of Compounded SOFR plus 2.155% from January 30, 2029 to maturity. Fifth Third also agreed in a registration rights agreement to use commercially reasonable efforts to register exchange or resale notes within 365 days of the final settlement date, with additional interest due if it does not meet these obligations.

Fifth Third Bancorp furnished an investor presentation for its appearance at the Morgan Stanley US Financials Conference, highlighting growth, profitability and its Comerica acquisition. The bank reported assets of $297 billion, deposits of $234 billion, and 1,489 U.S. branches as of March 31, 2026, ranking around ninth nationally by assets and deposits.

The presentation emphasizes a decade of scale and profitability gains, with total assets rising from $142 billion in 2016 to $297 billion in 1Q26 and adjusted ROTCE improving from 9.9% in 2016 to 17.8% in 2025. Management targets ROTCE above 19% and an efficiency ratio of 53% in 2027.

Fifth Third provides a Comerica integration update, noting $657 million of merger and integration costs incurred through 1Q26 and total expected costs of about $1.3 billion, alongside planned pre-tax run-rate expense synergies of $850 million by year-end 2026. For 2Q26, it expects average loans and leases of $178–$179 billion, net interest income of $2.20–$2.25 billion, noninterest income of $1.00–$1.06 billion, noninterest expense of $1.87–$1.89 billion, a net charge-off ratio of 30–35 basis points, and an effective tax rate of 22.5%.

Fifth Third Bancorp furnished an investor presentation for its appearance at the Morgan Stanley US Financials Conference, highlighting growth, profitability and its Comerica acquisition. The bank reported assets of $297 billion, deposits of $234 billion, and 1,489 U.S. branches as of March 31, 2026, ranking around ninth nationally by assets and deposits.

The presentation emphasizes a decade of scale and profitability gains, with total assets rising from $142 billion in 2016 to $297 billion in 1Q26 and adjusted ROTCE improving from 9.9% in 2016 to 17.8% in 2025. Management targets ROTCE above 19% and an efficiency ratio of 53% in 2027.

Fifth Third provides a Comerica integration update, noting $657 million of merger and integration costs incurred through 1Q26 and total expected costs of about $1.3 billion, alongside planned pre-tax run-rate expense synergies of $850 million by year-end 2026. For 2Q26, it expects average loans and leases of $178–$179 billion, net interest income of $2.20–$2.25 billion, noninterest income of $1.00–$1.06 billion, noninterest expense of $1.87–$1.89 billion, a net charge-off ratio of 30–35 basis points, and an effective tax rate of 22.5%.

Fifth Third Bancorp is moving its stock exchange listing. The company has notified Nasdaq that it will voluntarily withdraw the listing of its common stock and related preferred stock depositary shares and transfer them to the New York Stock Exchange.

Trading of Fifth Third’s common stock and these depositary shares is expected to end on Nasdaq at the close on June 11, 2026, and begin on the NYSE on June 12, 2026. The common stock will continue under the symbol FITB, while the preferred stock depositary shares will trade under FITB PRA, FITB PRI, FITB PRK, and FITB PRM.

Fifth Third Bancorp is moving its stock exchange listing. The company has notified Nasdaq that it will voluntarily withdraw the listing of its common stock and related preferred stock depositary shares and transfer them to the New York Stock Exchange.

Trading of Fifth Third’s common stock and these depositary shares is expected to end on Nasdaq at the close on June 11, 2026, and begin on the NYSE on June 12, 2026. The common stock will continue under the symbol FITB, while the preferred stock depositary shares will trade under FITB PRA, FITB PRI, FITB PRK, and FITB PRM.

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 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 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 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 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 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.