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| LEI | THRNG6BD57P9QWTQLG42 |
| CIK | 35527 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fifth Third Bancorp - Preferred Stock
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| June 3, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2026 Fifth Third Bancorp (Exact name of Registrant as Specified in Its Charter) Ohio 001-33653 31-0854434 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| June 3, 2026 |
EX-99.1 Exhibit 99.1 CONTACT Monday, June 1, 2026 Doug Campbell (Media Relations) [email protected] | 513-290-6513 Matt Curoe (Investor Relations) [email protected] | 513-534-2345 Fifth Third Announces Transfer of Listing of Common Stock to the New York Stock Exchange CINCINNATI — Fifth Third Bancorp (Nasdaq: FITB) today announced that it will transfer all of its publicly traded securities t |
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| May 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| May 22, 2026 |
pressrelease-q2debtexcha NEWS RELEASE CONTACTS May 22, 2026 Matt Curoe (Investor Relations) matt. |
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| May 8, 2026 |
pressrelease-q2debtexcha NEWS RELEASE CONTACTS May 8, 2026 Matt Curoe (Investor Relations) matt. |
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| May 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| May 5, 2026 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D. |
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| May 5, 2026 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N. |
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| May 5, 2026 |
Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President a |
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| May 5, 2026 |
Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive |
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| May 5, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2026 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction of incorporat |
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| April 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 21, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| April 21, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 21, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| April 21, 2026 |
a2026asmpresentation-fin © Fifth Third Bancorp | All Rights Reserved Annual Meeting of Shareholders April 21, 2026 2 © Fifth Third Bancorp | All Rights Reserved Agenda Annual Meeting of Shareholders April 21, 2026 • Call to Order • Introductions • Matters to be Acted Upon 1. |
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| April 17, 2026 |
Fifth Third Bancorp Reports First Quarter 2026 Earnings Core business momentum remains strong and Comerica acquisition meaningfully propels growth trajectory Reported results included a net negative $0. |
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| April 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 17, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| April 17, 2026 |
fifththirdbancorppresent 1Q26 Earnings Presentation April 17, 2026 Refer to earnings release dated April 17, 2026 for further information. |
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| March 11, 2026 |
a2026rbcconference-final © Fifth Third Bancorp | All Rights Reserved RBC Capital Markets Financial Institutions Conference March 11, 2026 2 © Fifth Third Bancorp | All Rights Reserved Southwest footprint Top performing regional bank with local scale and national reach Assets $294 billion Ranked 9th in the U. |
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| March 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 11, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 9, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
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| March 9, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE |
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| March 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 1, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 4, 2026 |
Table continues on the following page. EX-99.2 Exhibit 99.2 CONSOLIDATED BALANCE SHEETS Comerica Incorporated and Subsidiaries (in millions, except share data) September 30, 2025 December 31, 2024 (unaudited) ASSETS Cash and due from banks $ 986 $ 850 Interest-bearing deposits with banks 4,053 5,954 Other short-term investments 325 375 Investment securities available-for-sale 14,816 15,045 Commercial loans 26,755 26,492 Real estate con |
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| March 4, 2026 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information and notes thereto have been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the mergers and the related transaction accounting adjustments (pro forma adjustments) described in the accompanying notes. In the |
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| March 4, 2026 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-99.1 Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Comerica Incorporated Opinion on Internal Control Over Financial Reporting We have audited Comerica Incorporated and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issu |
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| February 25, 2026 |
c Fifth Third Bank, National Association. Member FDIC. Equal Housing Lender. OUR AMBITION To be the one bank people most value and trust. Fifth Third Center on Fountain Square Original ink sketch by Caroline Williams, 1969. Commissioned by Fifth Third Bank, 1969. Ink sketch courtesy of Fifth Third Museum archive.From our Chairman, CEO and President Dear Shareholders, While it may take a graduate d |
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| February 24, 2026 |
FIFTH THIRD BANCORP SUBSIDIARIES As of February 15, 2026 Exhibit 21 FIFTH THIRD BANCORP SUBSIDIARIES As of February 15, 2026 Name Jurisdiction of Incorporation Fifth Third Financial Corporation Ohio Comerica Assurance Ltd. |
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| February 24, 2026 |
Exhibit 10.26 Director Pay Program Bancorp Director Pay Program Fifth Third Bank’s Director Pay Program is reviewed each year. Our compensation philosophy is to position director compensation competitively relative to our peer group to attract and retain highly competent candidates with significant leadership capabilities for Board service. We benchmark the compensation package for Directors to th |
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| February 24, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant specified in its charter) Ohio 31-0854434 (State or other jurisdiction of incorporation or o |
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| February 24, 2026 |
Exhibit 10.73 Long-Term Incentive Overview Long-Term Incentive Compensation Program Overview Executive Awards Granted in 2026 There are three primary components of compensation at Fifth Third Bank: Base Salary, Variable Compensation (VC), and Long-Term Incentive Compensation (LTI). The following pages, the Fifth Third Bancorp 2024 Amended Incentive Compensation Plan (“Plan”) and the applicable awa |
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| February 24, 2026 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D. |
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| February 24, 2026 |
c Fifth Third Bank, National Association. Member FDIC. Equal Housing Lender. OUR AMBITION To be the one bank people most value and trust. Fifth Third Center on Fountain Square Original ink sketch by Caroline Williams, 1969. Commissioned by Fifth Third Bank, 1969. Ink sketch courtesy of Fifth Third Museum archive.From our Chairman, CEO and President Dear Shareholders, While it may take a graduate d |
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| February 24, 2026 |
CODE OF REGULATIONS FIFTH THIRD BANCORP AS AMENDED ARTICLE I. Exhibit 3.3 CODE OF REGULATIONS OF FIFTH THIRD BANCORP AS AMENDED ARTICLE I. OFFICES The principal office of Fifth Third Bancorp (hereinafter referred to as the “Corporation”) shall be located in the City of Cincinnati, County of Hamilton, State of Ohio and the Corporation may establish or discontinue, from time to time, such other offices and places of business within or without the State of Ohio |
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| February 24, 2026 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N. |
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| February 24, 2026 |
Restricted Stock Unit Grant Agreement Exhibit 10.75 Restricted Stock Unit Grant Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units (“Grant”) subject to the terms and conditions of this Grant Agreement, the applicable Long-Term Incentive Compensation Program Overview (“Overview”) and the terms of the Fifth Third Bancorp 2024 Amended Incentive Compensation Plan (th |
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| February 24, 2026 |
Exhibit 4.52 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The rights of Fifth Third shareholders are governed by Ohio law and the Fifth Third articles of incorporation and Fifth Third regulations. The following represents a description of the material terms of Fifth Third’s capital stock. We urge you to read the applicable provisio |
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| February 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 18, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| February 24, 2026 |
Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Fifth Third Bancorp (the “Registrant”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President and |
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| February 24, 2026 |
Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Fifth Third Bancorp (the “Registrant”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive Of |
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| February 24, 2026 |
Enterprise Insider Trading and Ethical Investing Policy Exhibit 19 Enterprise Insider Trading and Ethical Investing Policy 1.Policy Statement This Policy sets forth standards of conduct applicable to all directors and employees of Fifth Third whenever you or any of your Family Members (defined below) are conducting securities transactions, whether on behalf of yourself or others. “Family Members” include (a) your spouse and any other relatives who resi |
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| February 24, 2026 |
Performance Share Award Agreement Exhibit 10.74 Performance Share Award Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted a Performance Share Award (“Award”), subject to the terms and conditions contained in this Award Agreement, the applicable Long-Term Incentive Compensation Program Overview (“Overview”) and the terms of the Fifth Third Bancorp 2024 Amended Incentive Compensation Plan (the |
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| February 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 10, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| February 10, 2026 |
a2026boaconference-final © Fifth Third Bancorp | All Rights Reserved BofA Securities Financial Services Conference February 10, 2026 2 © Fifth Third Bancorp | All Rights Reserved Southwest footprint Top performing regional bank with local scale and national reach Assets $294 billion Ranked 9th in the U. |
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| February 2, 2026 |
AMENDED AND RESTATED COMERICA INCORPORATED COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN EX-99.7 Exhibit 99.7 Governance, Compensation and Nominating Committee Approval: June 24, 2020 Board Approval: July 28, 2020 AMENDED AND RESTATED COMERICA INCORPORATED COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN AMENDED AND RESTATED COMERICA INCORPORATED COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN TABLE OF CONTENTS SECTION I PURPOSE 1 SECTION II DEFINITIONS 1 SECTION III ELIGIBIL |
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| February 2, 2026 |
AMENDED AND RESTATED COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN EX-99.9 Exhibit 99.9 Governance, Compensation and Nominating Committee Approval: June 24, 2020 Board Approval: July 28, 2020 AMENDED AND RESTATED COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN AMENDED AND RESTATED COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN TABLE OF CONTENTS SECTION I PURPOSE 1 SECTION II DEFINITIONS 1 SECTION III ELIGIBILITY 3 SECTION IV PROCEDURE |
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| February 2, 2026 |
AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION FIFTH THIRD BANCORP, AS AMENDED EX-3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION OF FIFTH THIRD BANCORP, AS AMENDED A new Paragraph (A)(4)(a) of Article Fourth of the Amended Articles of Incorporation of Fifth Third Bancorp is added to read as follows: (a) Section 1. Designation and Number. The series of Preferred Stock shall be designated as the “6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred St |
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| February 2, 2026 |
COMERICA INCORPORATED AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN EX-99.2 Exhibit 99.2 COMERICA INCORPORATED AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN SECTION 1.Purpose; Definitions The purpose of this Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, non-employee directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a stock plan providing incentive |
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| February 2, 2026 |
EX-99.4 Exhibit 99.4 • Original Plan approved by the Corporate Governance and Nominating Committee on March 23, 2004, by the Board of Directors on March 23, 2004 and by the Stockholders on May 18, 2004 • The Plan was amended and restated, and approved by the Corporate Governance and Nominating Committee on July 26, 2005 and by the Board of Directors on July 26, 2005 • The Plan was subsequently ame |
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| February 2, 2026 |
EX-99.8 Exhibit 99.8 1999 COMERICA INCORPORATED AMENDED AND RESTATED DEFERRED COMPENSATION PLAN (Amended and Restated Effective December 31, 2022) 1999 COMERICA INCORPORATED AMENDED AND RESTATED DEFERRED COMPENSATION PLAN ARTICLE I PURPOSE AND INTENT 1 ARTICLE II DEFINITIONS 1 A. Definitions 1 ARTICLE III ELECTION TO PARTICIPATE IN THE PLAN 4 A. Completion of Irrevocable Election Form 4 B. Content |
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| February 2, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 FIFTH THIRD BANCORP Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, no par value 457(a) 8,398,005 $ 49. |
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| February 2, 2026 |
CONTACT Jordan DuShane (Media Relations) February 2, 2026 EX-99.2 Exhibit 99.2 CONTACT Jordan DuShane (Media Relations) February 2, 2026 [email protected] Matt Curoe (Investor Relations) [email protected] | 513-534-2345 Fifth Third Announces Three New Members to its Board of Directors New Directors join from Comerica’s Board CINCINNATI — Fifth Third Bancorp (Nasdaq: FITB) today announced the appointment of Derek J. Kerr, Barbara R. Smith and Michael |
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| February 2, 2026 |
EX-4.1 Exhibit 4.1 DEPOSIT AGREEMENT by and among FIFTH THIRD BANCORP, AS ISSUER, and EQUINITI TRUST COMPANY, LLC, AS DEPOSITARY, TRANSFER AGENT AND REGISTRAR RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED FIFTH THIRD BANCORP 6.875% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES M Dated as of February 1, 2026 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 “Cert |
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| February 2, 2026 |
S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIFTH THIRD BANCORP (Exact name of registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 38 Fountain Square Plaza Cincinnati, Ohio 45263 (Address of Principa |
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| February 2, 2026 |
COMERICA INCORPORATED AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN EX-99.3 Exhibit 99.3 COMERICA INCORPORATED AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN SECTION 1. Purpose; Definitions The purpose of this Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, non-employee directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a stock plan providing incentiv |
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| February 2, 2026 |
COMERICA INCORPORATED 2006 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN SECTION 1 EX-99.1 Exhibit 99.1 COMERICA INCORPORATED 2006 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN SECTION 1 PURPOSE The purpose of the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan is to align the interests of employees of the Corporation selected to receive awards with those of stockholders by rewarding long term decision-making and actions for the betterment of the Corpora |
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| February 2, 2026 |
AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION FIFTH THIRD BANCORP, AS AMENDED EX-4.2 Exhibit 4.2 AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION OF FIFTH THIRD BANCORP, AS AMENDED A new Paragraph (A)(4)(a) of Article Fourth of the Amended Articles of Incorporation of Fifth Third Bancorp is added to read as follows: (a) Section 1. Designation and Number. The series of Preferred Stock shall be designated as the “6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred St |
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| February 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 2, 2026 (February 1, 2026) Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| February 2, 2026 |
CONTACT Jennifer Hendricks Sullivan (Media Relations) February 2, 2026 [email protected] EX-99.1 Exhibit 99.1 CONTACT Jennifer Hendricks Sullivan (Media Relations) February 2, 2026 [email protected] Matt Curoe (Investor Relations) [email protected] | 513-534-2345 Fifth Third Completes Merger with Comerica to Become 9th Largest U.S. Bank CINCINNATI—Fifth Third Bancorp (Nasdaq: FITB) today announced it has closed its merger with Comerica Incorporated to create the ninth |
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| February 2, 2026 |
EX-99.6 Exhibit 99.6 1999 COMERICA INCORPORATED AMENDED AND RESTATED COMMON STOCK DEFERRED INCENTIVE AWARD PLAN (AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2022) 1999 COMERICA INCORPORATED AMENDED AND RESTATED COMMON STOCK DEFERRED INCENTIVE AWARD PLAN ARTICLE I PURPOSE AND INTENT 1 ARTICLE II DEFINITIONS 1 ARTICLE III ELECTION TO PARTICIPATE IN THE PLAN 5 A. Completion of Irrevocable Election Fo |
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| February 2, 2026 |
2015 COMERICA INCORPORATED INCENTIVE PLAN NON-EMPLOYEE DIRECTORS (EFFECTIVE APRIL 28, 2015) EX-99.5 Exhibit 99.5 • Plan approved by the Governance, Compensation and Nominating Committee on February 24, 2015, by the Board of Directors on February 24, 2015 and by the shareholders on April 28, 2015. 2015 COMERICA INCORPORATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (EFFECTIVE APRIL 28, 2015) 2015 COMERICA INCORPORATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (EFFECTIVE APRIL 28, 2015) TA |
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| January 30, 2026 |
The Nasdaq Stock Market LLC, 1100 New York Ave. NW, Suite 310E, Washington, DC 20005 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations January 30, 2026 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on January 30, 2026, The Nasdaq Stock Market (the "Excha |
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| January 30, 2026 |
AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION FIFTH THIRD BANCORP EX-3.3 Exhibit 3.3 AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION OF FIFTH THIRD BANCORP A new Paragraph (A)(4)(a) of Article Fourth of the Amended Articles of Incorporation of Fifth Third Bancorp is added to read as follows: (a) Section 1. Designation and Number. The series of Preferred Stock shall be designated as the “6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series |
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| January 30, 2026 |
EX-4.1 Exhibit 4.1 DEPOSIT AGREEMENT by and among FIFTH THIRD BANCORP, AS ISSUER, and EQUINITI TRUST COMPANY, LLC, AS DEPOSITARY, TRANSFER AGENT AND REGISTRAR RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED FIFTH THIRD BANCORP 6.875% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES M Dated as of February 1, 2026 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 “Cert |
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| January 30, 2026 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Fifth Third Bancorp (Exact Name of Registrant as Specified in Its Charter) Ohio 31-0854434 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No. |
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| January 29, 2026 |
FIFTH THIRD BANCORP Underwriting Agreement EX-1.1 Exhibit 1.1 Execution version FIFTH THIRD BANCORP Underwriting Agreement January 26, 2026 Morgan Stanley & Co. LLC BofA Securities, Inc. Fifth Third Securities, Inc. Goldman Sachs & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o BofA Securities, Inc. One Bryant Park New York, New York |
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| January 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 29, 2026 Fifth Third Bancorp (Exact Name of Registrant as Specified in Its Charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File Number) (IRS Employer Identification No. |
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| January 29, 2026 |
EX-4.2 Exhibit 4.2 EXHIBIT A [FORM OF THE 2032 NOTE] CUSIP No. 316773 DN7 ISIN: US316773DN70 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE RE |
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| January 29, 2026 |
EX-4.1 Exhibit 4.1 FIFTH THIRD BANCORP TO WILMINGTON TRUST COMPANY, Trustee Eighteenth Supplemental Indenture Dated as of January 29, 2026 SENIOR DEBT SECURITIES TABLE OF CONTENTS ARTICLE 1 SCOPE OF EIGHTEENTH SUPPLEMENTAL INDENTURE 2 Section 1.1 Scope and Effect of this Eighteenth Supplemental Indenture 2 ARTICLE 2 DEFINITIONS 2 Section 2.1 Definitions and Other Provisions of General Application |
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| January 29, 2026 |
EX-4.3 Exhibit 4.3 EXHIBIT B [FORM OF THE 2037 NOTE] CUSIP No. 316773 DP2 ISIN: US316773DP29 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE RE |
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| January 28, 2026 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286007 Prospectus Supplement (To prospectus dated March 21, 2025) $2,000,000,000 4.566% Fixed Rate/Floating Rate Senior Notes due 2032 Issue Price for the Notes: 100.000% 5.141% Fixed Rate/Floating Rate Senior Notes due 2037 Issue Price for the Notes: 100.000% Fifth Third Bancorp is offering $1,000,000,000 in an aggregat |
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| January 28, 2026 |
Calculation of Filing Fee Tables S-3 FIFTH THIRD BANCORP Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 4. |
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| January 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 26, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 26, 2026 |
Subject to completion, dated January 26, 2026 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-286007 This prospectus supplement relates to an effective registration statement, but the information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these secur |
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| January 26, 2026 |
Exhibit 99.2 CONSOLIDATED BALANCE SHEETS Comerica Incorporated and Subsidiaries December 31, September 30, December 31, (in millions, except share data) 2025 2025 2024 (unaudited) (unaudited) ASSETS Cash and due from banks $ 866 $ 986 $ 850 Interest-bearing deposits with banks 6,631 4,053 5,954 Other short-term investments 325 325 375 Investment securities available-for-sale 14,910 14,816 15,045 C |
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| January 26, 2026 |
FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-286007 Dated January 26, 2026 Term Sheet $1,000,000,000 4.566% Fixed Rate/Floating Rate Senior Notes due 2032 $1,000,000,000 5.141% Fixed Rate/Floating Rate Senior Notes due 2037 This pricing term sheet supplements the preliminary prospectus supplement of Fifth Third Bancorp dated January 26, 2026 relating to the prospectu |
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| January 26, 2026 |
Exhibit 99.1 Key Financial Data $ in millions for all balance sheet and income statement items 4Q25 3Q25 4Q24 Income Statement Data Net income available to common shareholders $699 $608 $582 Net interest income (U.S. GAAP) 1,529 1,520 1,437 Net interest income (FTE)(a) 1,533 1,525 1,443 Noninterest income 811 781 732 Noninterest expense 1,309 1,267 1,226 Per Share Data Earnings per share, basic $1 |
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| January 20, 2026 |
fifththirdbancorppresent 4Q25 Earnings Presentation January 20, 2026 Refer to earnings release dated January 20, 2026 for further information. |
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| January 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 20, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 20, 2026 |
Fifth Third Bancorp Reports Fourth Quarter 2025 Diluted Earnings Per Share of $1.04 Strong returns supported by continued business momentum and improved credit trends Reported results included a net negative $0.04 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 4Q25 3Q25 4Q24 Stability: •Net charge-offs(b) of 40 b |
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| January 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 13, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 14, 2026 |
Fifth Third and Comerica Announce Receipt of All Material Approvals to Combine EX-99.1 Exhibit 99.1 January 13, 2026 Fifth Third and Comerica Announce Receipt of All Material Approvals to Combine CINCINNATI and DALLAS – Fifth Third Bancorp (Nasdaq: FITB) and Comerica Incorporated (NYSE: CMA) today announced that the Board of Governors of the Federal Reserve System approved the combination of the two companies. As a result, all material regulatory and shareholder approvals to |
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| January 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 13, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 13, 2026 |
pressrelease-redemptiono Classification: Internal Use 25073525v1 NEWS RELEASE CONTACTS January 13, 2026 Matt Curoe (Investor Relations) matt. |
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| January 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 6, 2026 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 6, 2026 |
Fifth Third Shareholders and Comerica Stockholders Vote to Approve Combination EX-99.1 Exhibit 99.1 January 6, 2026 Fifth Third Shareholders and Comerica Stockholders Vote to Approve Combination CINCINNATI and DALLAS – Today, shareholders of Fifth Third Bancorp (Nasdaq: FITB) and stockholders of Comerica Incorporated (NYSE: CMA) voted separately to approve the proposed merger of the two companies. The transaction is expected to close in the first quarter of 2026, subject to |
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| December 12, 2025 |
pressrelease-fifththirda Classification: Confidential CONTACT Jordan DuShane (Media Relations) December 12, 2025 Jordan. |
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| December 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 8, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| December 11, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| December 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 9, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| December 11, 2025 |
a2025goldmansachspresent © Fifth Third Bancorp | All Rights Reserved Goldman Sachs Financial Services Conference Tim Spence | Chairman, Chief Executive Officer and President Bryan Preston | Chief Financial Officer December 10th, 2025 2 © Fifth Third Bancorp | All Rights Reserved Top performing regional bank with local scale and national reach Midwest footprint Major FITB markets2 with a top 5 deposit share Key Southeast MSAs of focus Assets $213 billion Ranked 11th in the U. |
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| December 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 9, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| December 9, 2025 |
a2025goldmansachspresent © Fifth Third Bancorp | All Rights Reserved Goldman Sachs Financial Services Conference Tim Spence | Chairman, Chief Executive Officer and President Bryan Preston | Chief Financial Officer December 10th, 2025 2 © Fifth Third Bancorp | All Rights Reserved Top performing regional bank with local scale and national reach Midwest footprint Major FITB markets2 with a top 5 deposit share Key Southeast MSAs of focus Assets $213 billion Ranked 11th in the U. |
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| December 8, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| November 25, 2025 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-291296 To the shareholders of Fifth Third Bancorp and the stockholders of Comerica Incorporated MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of Fifth Third Bancorp (“Fifth Third”) and Comerica Incorporated (“Comerica”), we are pleased to enclose this joint proxy statement/prospectus re |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 6, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| November 6, 2025 |
a2025baabconference-fina ibdroot\projects\IBD-NY\burger2025\9734421\Presentations\05. |
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| November 5, 2025 |
CONSENT OF J.P. MORGAN SECURITIES LLC EX-99.4 Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated October 5, 2025 to the Board of Directors of Comerica Incorporated (“Comerica”) included in Annex C to the joint proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 (the “Registration Statement”) and (ii) the references to such opinion in such |
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| November 5, 2025 |
EX-99.2 Exhibit 99.2 ENDORSEMENTLINE SACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Comerica’s employee benefit plan votes submitted electronically must be received by 11:59PM Eastern Time, on January 2, 2026 Online Go to www.envisionreports.com/CMA or scan the QR co |
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| November 5, 2025 |
EX-99.3 Exhibit 99.3 November 5, 2025 Board of Directors Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 Re: Registration Statement on Form S-4 of Fifth Third Bancorp, filed November 5, 2025 (the “Registration Statement”) Ladies and Gentlemen: Reference is made to our opinion letter, dated October 5, 2025 (“Opinion Letter”), with respect to the fairness from a financial point o |
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| November 5, 2025 |
As filed with the Securities and Exchange Commission on November 5, 2025 S-4 As filed with the Securities and Exchange Commission on November 5, 2025 Registration No. |
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| November 5, 2025 |
CONSENT OF PROSPECTIVE DIRECTOR EX-99.5 Exhibit 99.5 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to being named in the registration statement on Form S-4, to which this consent is an exhibit, filed by Fifth Third Bancorp (the “Registrant”) with the Securities and Exchange Commission, and all amendments (including post-effective amendments) |
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| November 5, 2025 |
Calculation of Filing Fee Tables S-4 FIFTH THIRD BANCORP Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common stock, without par value Other 250,084,200 $ 10,244,300,000. |
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| November 5, 2025 |
EX-99.1 Exhibit 99.1 FIFTH THIRD BANCORP 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OHIO 45263VOTE BY INTERNET Before The Meeting—Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on January 5, 2026 for Common Stock held directly and by 11:59 p.m. Eastern Time on January 2 |
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| November 4, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2025 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. E |
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| November 4, 2025 |
SCHEDULE A SUPPLEMENTAL CONFIRMATION Exhibit 10.1 *CERTAIN INFORMATION IDENTIFIED WITH A MARK OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED SCHEDULE A SUPPLEMENTAL CONFIRMATION To: Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 From: Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2D |
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| November 4, 2025 |
Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice Preside |
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| November 4, 2025 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D. |
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| November 4, 2025 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N. |
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| November 4, 2025 |
Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Execut |
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| October 27, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 22, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 17, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 17, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 17, 2025 |
Fifth Third Bancorp Reports Third Quarter 2025 Diluted Earnings Per Share of $0.91 Strong revenue growth and expense discipline drives 4th consecutive quarter of positive operating leverage Reported results included a negative $0.02 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 3Q25 2Q25 3Q24 Stability: •3% dema |
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| October 17, 2025 |
fifththirdbancorppresent © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 3Q25 Earnings Presentation October 17, 2025 Refer to earnings release dated October 17, 2025 for further information. |
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| October 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 17, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| October 17, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 9, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 5, 2025 Fifth Third Bancorp (Exact Name of Registrant as Specified in Its Charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File Number) (IRS Employer Identification No. |
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| October 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 5, 2025 Fifth Third Bancorp (Exact Name of Registrant as Specified in Its Charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File Number) (IRS Employer Identification No. |
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| October 8, 2025 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among FIFTH THIRD BANCORP, FIFTH THIRD FINANCIAL CORPORATION, COMERICA INCORPORATED and COMERICA HOLDINGS INCORPORATED Dated as of October 5, 2025 TABLE OF CONTENTS ARTICLE I THE MERGERS 1 1.1. Merger 1 1.2. Time and Place of Closing 2 1.3. Effective Time 2 1.4. Conversion of Common Stock 2 1.5. Conversion of Preferred Stock 3 1.6. Fifth Third |
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| October 7, 2025 |
FIFTH THIRD CEO TIM SPENCE BLOOMBERG INTERVIEW TRANSCRIPTION 425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 7, 2025 |
FIFTH THIRD CEO TIM SPENCE CNBC INTERVIEW TRANSCRIPTION 425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 6, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 6, 2025 (October 5, 2025) Fifth Third Bancorp (Exact Name of Registrant as Specified in Its Charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File Number) (IRS Employer Identification No. |
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| October 6, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 6, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 6, 2025 |
Fifth Third to Acquire Comerica Merger Delivers Compelling Value to Shareholders EX-99.1 Exhibit 99.1 Monday, October 6, 2025 Fifth Third to Acquire Comerica Merger Delivers Compelling Value to Shareholders CINCINNATI and DALLAS—Fifth Third Bancorp (Nasdaq: FITB) and Comerica Incorporated (NYSE: CMA) today announced that they have entered into a definitive merger agreement under which Fifth Third will acquire Comerica in an all-stock transaction valued at $10.9 billion. Under |
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| October 6, 2025 |
Fifth Third to Acquire Comerica 425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 6, 2025 (October 5, 2025) Fifth Third Bancorp (Exact Name of Registrant as Specified in Its Charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File Number) (IRS Employer Identification No. |
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| October 6, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 6, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 6, 2025 |
EX-99.2 ibdroot\projects\IBD-NY\burger2025\9734421\Presentations\05. Investor Presentation\PPT\Express2.0v2 - From FITBv01.pptx Exhibit 99.2 A Partnership for Now and the Future Fifth Third Investor Presentation October 6, 2025 1 ibdroot\projects\IBD-NY\burger2025\9734421\Presentations\05. Investor Presentation\PPT\Express2.0v2 - From FITBv01.pptx Disclaimer FORWARD-LOOKING STATEMENTS This communi |
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| October 6, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 6, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| October 6, 2025 |
425 Filed by: Fifth Third Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Comerica Incorporated (Commission File No. |
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| September 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 26, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| September 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 19, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| September 19, 2025 |
releaseredemptionofserie Classification: Internal Use 25023233v1 NEWS RELEASE CONTACTS September 19, 2025 Matt Curoe (Investor Relations) matt. |
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| September 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 5, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| September 9, 2025 |
a2025barclaysconference- © Fifth Third Bancorp | All Rights Reserved Barclays Global Financial Services Conference Tim Spence Chief Executive Officer September 10, 2025 2 © Fifth Third Bancorp | All Rights Reserved Cautionary Statement This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. |
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| August 5, 2025 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D. |
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| August 5, 2025 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N. |
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| August 5, 2025 |
2025 Restricted Stock Unit Grant Agreement (for Directors). Exhibit 10.1 Restricted Stock Unit Grant Agreement #ParticipantName# It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units (“Grant”) subject to the terms and conditions contained in this Grant Agreement and the terms of the Fifth Third Bancorp 2024 Incentive Compensation Plan (the “Plan”) (collectively, the Grant Agreement and Plan shall be referred to here |
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| August 5, 2025 |
Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President an |
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| August 5, 2025 |
Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive O |
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| August 5, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. Employ |
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| August 5, 2025 |
Fifth Third Bancorp 2024 Amended Incentive Compensation Plan. Exhibit 10.2 FIFTH THIRD BANCORP 2024 AMENDED INCENTIVE COMPENSATION PLAN [THIS PAGE INTENTIONALLY LEFT BLANK] Table of Contents Page Article 1 ESTABLISHMENT, PURPOSE, AND DURATION A-1 1.1.Establishment of the Plan A-1 1.2.Purpose of the Plan A-1 1.3.Duration of the Plan A-1 Article 2 DEFINITIONS AND CONSTRUCTION A-1 2.1. Definitions A-1 2.2. Interpretation A-4 2.3. Severability A-5 Article 3 ADMI |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 17, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| July 17, 2025 |
Fifth Third Bancorp Reports Second Quarter 2025 Diluted Earnings Per Share of $0.88 Accelerating revenue growth led by continued loan growth and net interest margin expansion Reported results included a negative $0.02 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 2Q25 1Q25 2Q24 Stability: •Net charge-off ratio(b |
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| July 17, 2025 |
© Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 2Q25 Earnings Presentation July 17, 2025 Refer to earnings release dated July 17, 2025 for further information. |
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| June 30, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 FIFTH THIRD BANCORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, no par value, of Fifth Third Bancorp Other 0. |
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| June 30, 2025 |
424B2 Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-286007 PROSPECTUS Common Stock Preferred Stock Depositary Shares Warrants Senior Debt Securities Subordinated Debt Securities Stock Purchase Contracts Units This prospectus applies to market-making offers and sales of all outstanding common stock, preferred stock, depositary shares, warrants, senior debt securities, subordinated |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 25, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| June 16, 2025 |
Fifth Third Bancorp Announces Share Repurchase Authorization NEWS RELEASE CONTACTS Matt Curoe (Investor Relations) June 16, 2025 [email protected] | 513-534-2345 Jennifer Hendricks Sullivan (Media Relations) [email protected] | 614-744-7693 Source: Fifth Third Bancorp Fifth Third Bancorp Announces Share Repurchase Authorization CINCINNATI – Today, Fifth Third Bancorp announced that its Board of Directors approved a new share repurchase auth |
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| June 16, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 13, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| June 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 10, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| June 10, 2025 |
a2025morganstanleyconfer © Fifth Third Bancorp | All Rights Reserved Morgan Stanley US Financials Conference Bryan Preston Chief Financial Officer June 10, 2025 2 © Fifth Third Bancorp | All Rights Reserved Cautionary Statement This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. |
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| May 6, 2025 |
Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive |
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| May 6, 2025 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D. |
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| May 6, 2025 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N. |
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| May 6, 2025 |
Exhibit 10.1 *CERTAIN INFORMATION IDENTIFIED WITH A MARK OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITVELY HARMFUL IF PUBLICLY DISCLOSED SCHEDULE A SUPPLEMENTAL CONFIRMATION To: Fifth Third Bancorp Fifth Third Center Cincinnati, Ohio 45263 From: RBC Capital Markets, LLC as Agent for Royal Bank of Canada Brookfield Place 200 Vesey Street |
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| May 6, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. Emplo |
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| May 6, 2025 |
Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President a |
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| April 17, 2025 |
Fifth Third Bancorp Reports First Quarter 2025 Diluted Earnings Per Share of $0.71 Loan growth, net interest margin expansion, and expense discipline leads to positive operating leverage Reported results included a negative $0.02 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 1Q25 4Q24 1Q24 Stability: •Resilient |
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| April 17, 2025 |
© Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 1Q25 Earnings Presentation April 17, 2025 Refer to earnings release dated April 17, 2025 for further information. |
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| April 17, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 15, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 17, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| April 15, 2025 |
© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Annual Meeting of Shareholders April 15, 2025 © Fifth Third Bancorp | All Rights Reserved • Call to Order • Introductions • Matters to be Acted Upon 1. |
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| April 15, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 15, 2025 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 21, 2025 |
EX-25.(a) Exhibit 25(a) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of Trustee as specified in its charter) Delaware 51-0055023 (Jurisdic |
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| March 21, 2025 |
EX-25.(b) Exhibit 25(b) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of Trustee as specified in its charter) Delaware 51-0055023 (Jurisdic |
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| March 21, 2025 |
Consent of Deloitte & Touche LLP.* EX-23.(a) Exhibit 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 24, 2025, relating to the consolidated financial statements of Fifth Third Bancorp and subsidiaries (the “Bancorp”), and the effectiveness of the Bancorp’s internal control over financial reporting, ap |
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| March 21, 2025 |
As filed with the Securities and Exchange Commission on March 21, 2025 Table of Contents As filed with the Securities and Exchange Commission on March 21, 2025 Registration Statement No. |
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| March 21, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Fifth Third Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities (1) Security Type Security Class Title (1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 4, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 4, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE |
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| March 4, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 4, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 4, 2025 |
© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved RBC Capital Markets Financial Institutions Conference Bryan Preston Chief Financial Officer March 5, 2025 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. |
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| March 4, 2025 |
DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 25, 2025 |
PERFORMANCE COMPARISON FIFTH THIRD BANCORP ANNUAL REPORT | 1PERFORMANCE COMPARISON FIFTH THIRD BANCORP ANNUAL REPORT | 2From our Chairman, CEO and President Dear Shareholders, At Fifth Third, we believe great banks distinguish themselves not by how they perform in benign environments, but rather by how they navigate uncertain ones. |
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| February 24, 2025 |
Fifth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated. Exhibit 10.7 FIFTH AMENDMENT TO THE FIFTH THIRD BANCORP 401(K) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp (“Fifth Third”) sponsors the Fifth Third Bancorp 401(k) Savings Plan as amended and restated effective January 1, 2020, and as subsequently amended (the “Plan”); WHEREAS, Fifth Third desires to amend the Plan to provide service crediting for employees acquired from |
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| February 24, 2025 |
2025 Performance Share Award Agreement. Exhibit 10.74 Performance Share Award Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted a Performance Share Award (“Award”), subject to the terms and conditions contained in this Award Agreement, the applicable Long-Term Incentive Compensation Program Overview (“Overview”) and the terms of the Fifth Third Bancorp 2024 Incentive Compensation Plan (the “Plan”) |
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| February 24, 2025 |
2025 Restricted Stock Unit Agreement (for Executive Officers). Exhibit 10.75 Restricted Stock Unit Grant Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units (“Grant”) subject to the terms and conditions of this Grant Agreement, the applicable Long-Term Incentive Compensation Program Overview (“Overview”) and the terms of the Fifth Third Bancorp 2024 Incentive Compensation Plan (the “Plan” |
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| February 24, 2025 |
Exhibit 10.64 *CERTAIN INFORMATION IDENTIFIED WITH A MARK OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED SUPPLEMENTAL CONFIRMATION To: Fifth Third Bancorp Fifth Third Center Cincinnati, Ohio 45263 From: Morgan Stanley & Co. LLC Subject: Accelerated Stock Buyback Date: October 21, 2024 The purpose of this |
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| February 24, 2025 |
Fifth Third Bancorp Subsidiaries, as of February 15, 2025. Exhibit 21 FIFTH THIRD BANCORP SUBSIDIARIES As of February 15, 2025 Name Jurisdiction of Incorporation Fifth Third Financial Corporation Ohio Fifth Third Bank, National Association United States 53 AMRC Solar Trust Delaware 53 ANEE Solar Trust Delaware 53 APA Solar Trust Delaware 53 BR Solar Trust Delaware 53 GEC Solar Trust Delaware 53 GSE Solar Trust Delaware 53 GSE Solar Trust 2 Delaware 53 HS |
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| February 24, 2025 |
Second Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated. Exhibit 10.4 SECOND AMENDMENT TO THE FIFTH THIRD BANCORP 401(K) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp (“Fifth Third”) sponsors and maintains the Fifth Third Bancorp 401(k) Savings Plan, as amended and restated effective January 1, 2020; and as subsequently amended (“Plan”); WHEREAS, Fifth Third desires to amend the Plan to provide for service crediting for employe |
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| February 24, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant specified in its charter) Ohio 31-0854434 (State or other jurisdiction of incorporation or o |
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| February 24, 2025 |
2024 Long-Term Incentive Compensation Program Overview February 2025 Grants Exhibit 10.73 Long-Term Incentive Overview Long-Term Incentive Compensation Program Overview Executive Awards Granted in 2025 There are three primary components of compensation at Fifth Third Bank: Base Salary, Variable Compensation (VC), and Long-Term Incentive Compensation (LTI). The following pages, the Fifth Third Bancorp 2024 Incentive Compensation Plan (“Plan”) and the applicable award agree |
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| February 24, 2025 |
Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Fifth Third Bancorp (the “Registrant”) on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President and |
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| February 24, 2025 |
First Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated. Exhibit 10.3 FIRST AMENDMENT TO THE FIFTH THIRD BANCORP 401(K) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp (“Fifth Third”) sponsors and maintains the Fifth Third Bancorp 401(k) Savings Plan, as amended and restated effective January 1, 2020 (“Plan”); WHEREAS, Fifth Third desires to amend the Plan in accordance with the IRS’s request in connection with the Plan’s determi |
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| February 24, 2025 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N. |
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| February 24, 2025 |
Third Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated. Exhibit 10.5 THIRD AMENDMENT TO THE FIFTH THIRD BANCORP 401(K) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp (“Fifth Third”) sponsors and maintains the Fifth Third Bancorp 401(k) Savings Plan, as amended and restated effective January 1, 2020, and as subsequently amended (the “Plan”); WHEREAS, Fifth Third desires to amend the Plan to implement certain provisions of the CA |
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| February 24, 2025 |
Fourth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated. Exhibit 10.6 FOURTH AMENDMENT TO THE FIFTH THIRD BANCORP 401(K) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp (“Fifth Third”) sponsors and maintains the Fifth Third Bancorp 401(k) Savings Plan, as amended and restated effective January 1, 2020, and as subsequently amended (the “Plan”); WHEREAS, in connection with the asset purchase agreement between Fifth Third Bank, Nati |
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| February 24, 2025 |
Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Fifth Third Bancorp (the “Registrant”) on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive Of |
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| February 24, 2025 |
Exhibit 10.65 Opening Transaction To: Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 From: RBC Capital Markets, LLC as Agent for Royal Bank of Canada Brookfield Place 200 Vesey Street New York, NY 10281-1021 Telephone: (212) 858-7000 Internal Reference: [ ] Re: Accelerated Stock Buyback Ref. No: As provided in the Supplemental Confirmation Date: This master confirmation (this |
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| February 24, 2025 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D. |
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| February 24, 2025 |
Sixth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated. Exhibit 10.8 SIXTH AMENDMENT TO THE FIFTH THIRD. BANCORP 401(k) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp ("Fifth Third") maintains the Fifth Third Bancorp 401(k) Savings Plan as amended and restated effective January 1, 2020, and as subsequently amended (the "Plan") for the benefit of its employees eligible to participate therein; WHEREAS, Fifth Third desires to amen |
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| February 24, 2025 |
Enterprise Insider Trading and Ethical Investing Policy. Exhibit 19 Enterprise Insider Trading and Ethical Investing Policy 1.Policy Statement This Policy sets forth standards of conduct applicable to all directors and employees of Fifth Third whenever you or any of your Family Members (defined below) are conducting securities transactions, whether on behalf of yourself or others. “Family Members” include (a) your spouse and any other relatives who resi |
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| February 3, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 3, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| February 3, 2025 |
© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp Investor Meetings February 2025 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. |
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| January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 23, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 23, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 23, 2025 |
Exhibit 99.1 Key Financial Data $ in millions for all balance sheet and income statement items 4Q24 3Q24 4Q23 Income Statement Data Net income available to common shareholders $582 $532 $492 Net interest income (U.S. GAAP) 1,437 1,421 1,416 Net interest income (FTE)(a) 1,443 1,427 1,423 Noninterest income 732 711 744 Noninterest expense 1,226 1,244 1,455 Per Share Data Earnings per share, basic $0 |
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| January 21, 2025 |
© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 4Q24 Earnings Presentation January 21, 2025 Refer to earnings release dated January 21, 2025 for further information. |
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| January 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 21, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 21, 2025 |
Fifth Third Bancorp Reports Fourth Quarter 2024 Diluted Earnings Per Share of $0.85 Strong returns driven by growth in loans and fees and improvement in net interest margin Reported results included a negative $0.05 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 4Q24 3Q24 4Q23 Stability: •Resilient balance sheet |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 17, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| December 10, 2024 |
© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Goldman Sachs Financial Services Conference Tim Spence Chairman, Chief Executive Officer and President December 11, 2024 © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. |
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| December 10, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 10, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| November 14, 2024 |
SCS / Steelcase Inc. / FIFTH THIRD BANCORP - SC 13G/A Passive Investment SC 13G/A 1 steelcase13ga-92024.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 27)* Steelcase Inc. (Name of Issuer) Class A Common Stock (Title of Class |
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| November 14, 2024 |
FITB / Fifth Third Bancorp / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment SC 13G/A 1 fitb13gasep24.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8) FIFTH THIRD BANCORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 316773100 (CUSIP NUMBER) September 30, 2024 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pu |
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| November 14, 2024 |
EX-99.1 2 a991steelcasejointfilingag.htm EX-99.1 EXHIBIT 99.1 In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of this Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock of Steelcase Inc. and further agree to the filing of this agreement as an Exhibit there |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 6, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| November 6, 2024 |
a2024baabdeckvf © Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved BancAnalysts Association of Boston Conference Jamie Leonard | Chief Operating Officer Bryan Preston | Chief Financial Officer November 8, 2024 • November 2025 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. |
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| November 5, 2024 |
Exhibit 10.1 *CERTAIN INFORMATION IDENTIFIED WITH A MARK OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED SUPPLEMENTAL CONFIRMATION To: Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 From: Citibank, N.A. Strategic Equity Solutions 390 Greenwich Street, 4th Floor New York, NY 10013 Subj |
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| November 5, 2024 |
Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Execut |
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| November 5, 2024 |
Exhibit 10.2 Opening Transaction To: Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 From: Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc. Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 1 Columbus Circle New York, NY 10019 Telephone: 212-250-2500 Internal Refe |
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| November 5, 2024 |
Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice Preside |
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| November 5, 2024 |
Exhibit 10.3 Director Pay Program Bancorp Director Pay Program Fifth Third Bank’s Director Pay Program is reviewed each year. Our compensation philosophy is to position director compensation competitively relative to our peer group to attract and retain highly competent candidates with significant leadership capabilities for Board service. We benchmark the compensation package for Directors to tha |
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| November 5, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. E |
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| November 5, 2024 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D. |
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| November 5, 2024 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N. |
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| October 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 21, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| October 18, 2024 |
Fifth Third Bancorp Reports Third Quarter 2024 Diluted Earnings Per Share of $0.78 Fee income growth and resilient balance sheet leads to another quarter of strong returns Reported results included a negative $0.07 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 3Q24 2Q24 3Q23 Stability: •Sequential growth in net |
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| October 18, 2024 |
a3q24fitbpresentationvf © Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 3Q24 Earnings Presentation October 18, 2024 Refer to earnings release dated October 18, 2024 for further information. |
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| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 18, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| September 10, 2024 |
© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Barclays Global Financial Services Conference Tim Spence Chairman, Chief Executive Officer and President September 11, 2024 © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. |
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| September 10, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 10, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| September 6, 2024 |
EX-4.1 Exhibit 4.1 FIFTH THIRD BANCORP TO WILMINGTON TRUST COMPANY, Trustee Seventeenth Supplemental Indenture Dated as of September 6, 2024 SENIOR DEBT SECURITIES TABLE OF CONTENTS ARTICLE 1 SCOPE OF SEVENTEENTH SUPPLEMENTAL INDENTURE 2 Section 1.1 Scope and Effect of this Seventeenth Supplemental Indenture 2 ARTICLE 2 DEFINITIONS 2 Section 2.1 Definitions and Other Provisions of General Applicat |
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| September 6, 2024 |
Exhibit 1.1 Execution Version FIFTH THIRD BANCORP Underwriting Agreement September 3, 2024 RBC Capital Markets, LLC BofA Securities, Inc. Fifth Third Securities, Inc. Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o RBC Capital Markets, LLC Brookfield Place 200 Vesey Street, 8th Floor New York, New York 10281 c/o BofA Securities, Inc. One Brya |
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| September 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 6, 2024 Fifth Third Bancorp (Exact Name of Registrant as Specified in Its Charter) Ohio (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File Number) (IRS Employer Identification No. |
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| September 6, 2024 |
4.2 - Form of 4.895% Fixed Rate/Floating Rate Senior Notes due 2030. EX-4.2 Exhibit 4.2 CUSIP No. 316773 DM9 ISIN: US316773DM97 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSO |
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| September 5, 2024 |
4.895% Fixed Rate/Floating Rate Senior Notes due 2030 Issue Price for the Notes: 100.000% Filed Pursuant to Rule 424(b)(5) Registration No. 333-263894 Prospectus supplement (To prospectus dated March 28, 2022) $750,000,000 4.895% Fixed Rate/Floating Rate Senior Notes due 2030 Issue Price for the Notes: 100.000% Fifth Third Bancorp is offering $750,000,000 in an aggregate principal amount of 4.895% Fixed Rate/Floating Rate Senior Notes due 2030 (the “notes”). From and including the issu |
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| September 5, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Fifth Third Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fe |
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| September 3, 2024 |
Subject to completion, dated September 3, 2024 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-263894 This prospectus supplement relates to an effective registration statement, but the information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities |
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| September 3, 2024 |
Term Sheet $750,000,000 4.895% Fixed Rate/Floating Rate Senior Notes due 2030 Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-263894 Dated September 3, 2024 Term Sheet $750,000,000 4.895% Fixed Rate/Floating Rate Senior Notes due 2030 This pricing term sheet supplements the preliminary prospectus supplement of Fifth Third Bancorp dated September 3, 2024 relating to the prospectus of Fifth Third Bancorp dated March 28, 2022. Issuer: Fifth Third Bancor |
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| August 28, 2024 |
Fifth Third Bank Announces Redemption of Senior Bank Notes due October 27, 2025 NEWS RELEASE CONTACTS Matt Curoe (Investor Relations) August 28, 2024 [email protected] | 513-534-2345 Jennifer Hendricks Sullivan (Media Relations) [email protected] | 614-744-7693 Fifth Third Bank Announces Redemption of Senior Bank Notes due October 27, 2025 CINCINNATI – Fifth Third Bancorp (Nasdaq: FITB) today announced that its subsidiary, Fifth Third Bank, National Associati |
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| August 28, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 28, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| August 6, 2024 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D. |
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| August 6, 2024 |
Exhibit 10.4 *CERTAIN INFORMATION IDENTIFIED WITH A MARK OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED SUPPLEMENTAL CONFIRMATION To: Fifth Third Bancorp Fifth Third Center Cincinnati, Ohio 45263 From: Morgan Stanley & Co. LLC Subject: Accelerated Stock Buyback Date: June 11, 2024 The purpose of this Sup |
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| August 6, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. Employ |
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| August 6, 2024 |
Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive O |
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| August 6, 2024 |
Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President an |
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| August 6, 2024 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N. |
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| August 6, 2024 |
2024 Restricted Stock Unit Grant Agreement (for Directors). Exhibit 10.1 Restricted Stock Unit Grant Agreement [ParticipantName] It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units (“Grant”) subject to the terms and conditions contained in this Grant Agreement and the terms of the Fifth Third Bancorp 2024 Incentive Compensation Plan (the “Plan”) (collectively, the Grant Agreement and Plan shall be referred to here |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 22, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| July 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 19, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
