Every material Form 8-K Fifth Third Bancorp has filed with the SEC since April 17, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Fifth Third Bancorp reported third quarter 2026 net income available to common shareholders of $828 million, or $0.90 per diluted share, up from $763 million, or $0.83 per share, in the second quarter, but roughly flat with the $0.91 per share earned a year earlier. Excluding $0.23 per share of certain items, mainly merger-related charges tied to the Comerica acquisition, adjusted EPS was $1.13.
Net income available to common shareholders was $828 million, compared with $763 million in the prior quarter and $608 million a year earlier.
Diluted EPS was $0.90, versus $0.83 in the second quarter and $0.91 in the third quarter of 2025; adjusted EPS was $1.13.
Certain items reduced results by $211 million after tax, including $171 million of merger-related charges.
Net interest income rose 3% sequentially to $2.28 billion, while noninterest income fell 5% to $1.01 billion.
Fifth Third reported second-quarter 2026 net income available to common shareholders of $763 million, or $0.83 per diluted share, up from $128 million ($0.15) in the first quarter but down 6% per share from $0.88 a year earlier. Results include $0.19 per share of items, mainly $155 million after-tax in merger-related charges tied to the Comerica acquisition, and the company did not repurchase shares in the first half of 2026.
Diluted EPS of $0.83 compares with $0.15 in the prior quarter and $0.88 in the year-ago quarter; excluding $0.19 of certain items, adjusted EPS was $1.02.
Net interest income rose 48% year over year to $2.220 billion, reflecting a full quarter of Comerica.
Net charge-off ratio improved to 0.30%, the lowest level since the second quarter of 2023.
CET1 capital ratio was 9.93%, and there was no share repurchase activity in the first half of 2026.
Fifth Third Bancorp said on June 1, 2026 that it will voluntarily transfer the listing of its common stock and four preferred depositary share series from Nasdaq to the New York Stock Exchange. Trading on Nasdaq ends at market close on June 11, 2026, and trading on the NYSE begins at market open on June 12, 2026, under the same common ticker, FITB, and new preferred tickers.
Common stock keeps the ticker FITB on the NYSE, starting June 12, 2026.
Four preferred depositary share series move to the NYSE as FITB PRA, FITB PRI, FITB PRK and FITB PRM.
Nasdaq trading for these securities ends at market close on June 11, 2026.
Chairman and CEO Tim Spence is scheduled to ring the NYSE Opening Bell on June 12.
At its April 21, 2026 annual meeting, Fifth Third Bancorp shareholders elected all 16 board nominees to serve until the 2027 annual meeting, ratified Deloitte & Touche LLP as the independent audit firm for 2026, and approved executive compensation in an advisory vote. These are routine governance votes, and the filing reports no changes in leadership or other material events.
Sixteen directors were elected; votes for each nominee ranged from 701,953,879 (Timothy N. Spence) to 734,381,415 (Derek J. Kerr).
Deloitte & Touche LLP was ratified as the 2026 independent external audit firm with 783,792,162 votes for and 47,008,970 against.
Executive compensation was approved in an advisory vote with 699,182,469 votes for and 39,949,231 against, plus 90,178,097 broker non-votes.
Fifth Third reported first-quarter 2026 net income available to common shareholders of $128 million, or $0.15 per diluted share, down from $699 million ($1.04) in the prior quarter and $478 million ($0.71) a year earlier. The results include two months of Comerica, which the company acquired on February 1, 2026, and merger-related charges that reduced diluted EPS by $0.68, so revenue growth did not carry through to profit.
Net interest income rose 34% year over year to $1.939 billion, and noninterest income rose 29% to $895 million.
Noninterest expense was $2.395 billion, including $635 million of pre-tax merger-related charges; after-tax merger-related charges were $510 million.
Comerica acquisition closed February 1, 2026, in an all-stock deal valued at approximately $12.7 billion; the CET1 capital ratio fell to 9.96% from 10.81% in the prior quarter.
No share repurchases occurred in the first quarter of 2026.
On February 18, 2026, Fifth Third's Compensation Committee approved performance share unit (PSU) grants to several named executive officers to reward integration following the previously announced merger with Comerica. Chairman, CEO and President Timothy N. Spence's award has a grant date value of $5 million and requires him to hold vested shares, net of tax, until February 18, 2031. Payouts range from 0% to 125% based on an integration scorecard, so shareholders' exposure depends on how that scorecard is met.
Timothy N. Spence (Chairman, CEO and President) grant date value: $5,000,000, with shares held until February 18, 2031
James C. Leonard (EVP and COO) grant date value: $1,500,000
Bryan D. Preston (CFO), Robert P. Shaffer (Chief Risk Officer) and Jude A. Schramm (CIO) each receive $1,000,000
Performance period runs February 1, 2026 through December 31, 2026; 50% vests on each of the first and second grant anniversaries
Fifth Third Bancorp completed its merger with Comerica Incorporated, which the company says creates the ninth-largest U.S. bank with about $294 billion in assets. Each Comerica common share converted into 1.8663 Fifth Third common shares, and three former Comerica directors joined Fifth Third's board. The filing does not give financial results for the combined company, and the press release lists integration and cost-savings risks.
Each Comerica common share converted into 1.8663 Fifth Third common shares, with cash paid in lieu of fractional shares.
Fifth Third assumed $1,790 million of Comerica parent notes and $626 million of Comerica Bank notes.
Michael G. Van de Ven, Barbara R. Smith and Derek J. Kerr joined the board, which increased to 16 directors.
A certificate of amendment creating 400,000 shares of New Fifth Third Preferred Stock took effect January 31, 2026 at 11:59 pm Eastern Time.
Fifth Third Bancorp reported fourth-quarter 2025 net income available to common shareholders of $699 million, or $1.04 per diluted share, up from $582 million, or $0.85 per share, a year earlier. The company said the Comerica acquisition is expected to close on February 1, 2026, and it did not repurchase shares in the quarter because of the pending deal.
Diluted EPS of $1.04 compared with $0.91 in the third quarter of 2025 and $0.85 in the fourth quarter of 2024; certain items reduced EPS by a net $0.04.
Net interest income was $1.533 billion, up 6% from a year earlier; noninterest expense was $1.309 billion, up 7%.
No share repurchases in the fourth quarter of 2025 due to the pending Comerica acquisition, which the company expects to close on February 1, 2026.
Fifth Third Bancorp said director Thomas H. Harvey will retire from its board effective January 7, 2026, and the board appointed Priscilla Almodovar, former president and CEO of Fannie Mae, to fill the seat on the same date. The change is a board composition update with no financial results or guidance included, so its effect on shareholders is limited to governance.
Thomas H. Harvey gave notice of retirement on December 8, 2025, effective January 7, 2026.
Priscilla Almodovar was appointed director on December 9, 2025, effective January 7, 2026, and will sit on the Nominating and Corporate Governance and Risk and Compliance Committees.
Almodovar received a pro-rated grant of $41,712 in RSUs under the Director Pay Program.
Fifth Third Bancorp reported third quarter 2025 net income available to common shareholders of $608 million, or $0.91 per diluted share, up from $591 million, or $0.88 per share, in the prior quarter and $532 million, or $0.78 per share, a year earlier. Net interest income rose 7% from a year earlier, while net charge-offs increased sharply, including $178 million tied to the impairment of one asset-backed finance commercial credit.
Diluted EPS of $0.91 versus $0.88 in 2Q25 and $0.78 in 3Q24; net interest margin of 3.13%, up 23 bps year over year
Noninterest income of $781 million, up 10% from a year earlier; capital markets fees rose 28% from the prior quarter to $115 million
Net charge-off ratio rose to 1.09% from 0.45% in the prior quarter; interchange litigation and an FDIC special assessment reduced EPS by a net $0.02
Board raised the quarterly common dividend by $0.03, or 8%, to $0.40 per share; the company repurchased $300 million of common stock in the quarter
Fifth Third Bancorp agreed on October 5, 2025 to merge with Comerica Incorporated in a deal structured as a share exchange. Each Comerica common share would convert into 1.8663 Fifth Third common shares, and the agreement carries a $500 million termination fee in certain circumstances. Completion requires shareholder votes at both companies and regulatory approvals, including from the Federal Reserve and the Office of the Comptroller of the Currency, so existing shareholders of both banks face a transaction that is not yet final.
Agreement and Plan of Merger signed October 5, 2025 with Comerica Incorporated, Comerica Holdings Incorporated and Fifth Third Financial Corporation
Each Comerica common share to receive 1.8663 shares of Fifth Third common stock, with cash in lieu of fractional shares
Termination fee of $500 million payable by either party in certain circumstances
Three Comerica directors to join the Fifth Third board at the effective time; completion requires approval from both sets of shareholders and regulators
Fifth Third Bancorp said it found alleged external fraud at a commercial borrower linked to an asset-backed finance loan with an outstanding balance of about $200 million. The bank expects a non-cash impairment charge of $170 million to $200 million in the third quarter of 2025, which will reduce reported results for shareholders, and the final amount depends on an ongoing review by third-party advisers.
Outstanding loan balance is approximately $200 million; estimated non-cash impairment charge is $170 million to $200 million.
Bancorp concluded on September 5, 2025 that a material impairment charge would result, to be recognized in Q3 2025.
Bancorp is working with law enforcement and third-party advisers to validate potential fraud-related losses.
CEO Tim Spence is scheduled to present at the Barclays Global Financial Services Conference on September 10, 2025; slides are filed as Exhibit 99.1.
Fifth Third Bancorp entered into a share repurchase agreement with Deutsche Bank on July 18, 2025, under which it will pay $300 million and expects to receive a substantial majority of the underlying shares by July 21, 2025. The buyback is part of the 100 million share repurchase program the company announced on June 16, 2025, and it reduces the share count outstanding.
Fifth Third will pay an aggregate $300 million to Deutsche Bank on July 21, 2025, under two $150 million supplemental confirmations dated July 18, 2025.
Share delivery is based on a discount to the average daily VWAP of the stock during the agreement's term; final settlement is expected on or before September 29, 2025.
The agreement is part of the 100 million share repurchase program announced June 16, 2025.
Deutsche may be entitled to terminate the agreement after certain extraordinary events, in which case Fifth Third may receive fewer shares than expected.
Fifth Third Bancorp reported second quarter 2025 net income available to common shareholders of $591 million, or $0.88 per diluted share, up from $478 million, or $0.71 per share, in the first quarter and $561 million, or $0.81 per share, a year earlier. Net interest income and noninterest income each rose 8% from the year-ago quarter, and the company announced a new share repurchase authorization of up to 100 million shares.
Net income available to common shareholders was $591 million in the second quarter, compared with $478 million in the first quarter and $561 million a year earlier.
Net interest income was $1,500 million, up 8% from the year-ago quarter; noninterest income was $750 million, also up 8%.
Certain items reduced diluted earnings per share by $0.02, including $11 million of after-tax severance expense.
In June 2025 the board approved a new repurchase authorization of up to 100 million shares; no shares were repurchased in the second quarter.
Fifth Third Bancorp said on June 25, 2025 that Kevin Lavender has been named Vice Chairman, Commercial Bank, effective July 14, 2025. He had served as Executive Vice President and Head of Commercial Bank since January 2020, so the filing describes a title change within a role he already held.
Kevin Lavender named Vice Chairman, Commercial Bank, effective July 14, 2025
Lavender had served as Executive Vice President and Head of Commercial Bank since January 2020
Filing dated June 25, 2025, signed by President and CEO Timothy N. Spence
Fifth Third Bancorp reported first-quarter 2025 net income available to common shareholders of $478 million, or $0.71 per diluted share, compared with $0.85 in the prior quarter and $0.70 in the year-ago quarter. Net interest income rose 4% from a year earlier to $1,442 million, while noninterest income fell 2% year over year, and the filing includes no updated financial guidance.
Diluted EPS of $0.71 vs. $0.85 in Q4 2024 and $0.70 in Q1 2024
Net interest income of $1,442 million, up 4% year over year; net interest margin of 3.03%, up 17 bps from a year earlier
Noninterest income of $694 million, down 5% from Q4 2024 and down 2% from Q1 2024; noninterest expense of $1,304 million
Fifth Third repurchased $225 million of common stock in the quarter; CET1 capital ratio was 10.45%
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