A regional bank serving the Midwest and Southeast, Fifth Third Bancorp offers commercial loans, mortgages, credit cards, wealth management, and payments through branches, online, and mobile channels. Its odd name comes from a 1908 merger of two Cincinnati banks, the Fifth National and the Third National, which joined on their third attempt. Many locals assume the digits nod to Cincinnati's 513 area code, though the name actually predates it.
Fifth Third Bancorp commences registered exchange offer for unregistered senior notes
The exchange offer covers $334,650,000 of 4.000% Senior Notes due 2029 and $938,141,000 of 5.982% Fixed-To-Floating Rate Senior Notes due 2030.
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On August 21, 2026, Fifth Third Bancorp announced the commencement of an offer to exchange any and all outstanding unregistered senior notes for an equal principal amount of new registered notes.
The registered notes will have substantially identical terms to the restricted notes, except they will be registered under the Securities Act and will not have transfer restrictions, registration rights, or additional interest provisions.
The exchange offer expires at 5:00 p.m. New York City time on September 22, 2026, and tenders may be withdrawn prior to that time.
The offer is being made pursuant to a prospectus filed with the SEC on August 21, 2026, and D.F. King & Co., Inc. is acting as exchange agent and information agent.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Fifth Third Bancorp reports Q2 2026 EPS of $0.83, adjusted EPS of $1.02
Net income available to common shareholders was $763 million, or $0.83 per diluted share, in Q2 2026, up from $128 million in Q1 2026 and $591 million in Q2 2025.
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Adjusted EPS of $1.02 excludes $0.19 of certain items, including merger-related charges and securities repositioning losses.
Net interest income (FTE) was $2.220 billion, up 14% sequentially and 48% year-over-year, with net interest margin expanding 6 bps to 3.36%.
Noninterest income was $1.059 billion, up 18% sequentially and 41% year-over-year, driven by wealth and asset management, commercial payments, and capital markets fees.
The company surpassed $300 billion in total assets, becoming a Category III institution, and the Comerica integration remains on track with systems conversion scheduled for Labor Day weekend.
Net charge-offs were 30 bps in Q2 2026, the lowest level since Q2 2023, and tangible book value per share was $23.15.
2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Fifth Third Bancorp completed exchange offers for Comerica-assumed notes, issuing ~$1.27B in new notes.
Holders tendered $334.781M of 4.000% Senior Notes due 2029 and $938.170M of 5.982% Fixed-To-Floating Rate Senior Notes due 2030, all accepted for exchange.
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On June 10, 2026, Fifth Third Bancorp completed exchange offers for certain Comerica Incorporated notes assumed by Fifth Third Financial Corporation, issuing new Fifth Third notes and cash.
The new notes include 4.000% Senior Notes due 2029 and 5.982% Fixed-To-Floating Rate Senior Notes due 2030, with the latter converting to Compounded SOFR plus 2.155% after January 30, 2029.
Consents were obtained to amend indentures, eliminating certain covenants, restrictive provisions, and events of default for the remaining FTFC notes.
Fifth Third entered into a registration rights agreement with J.P. Morgan Securities LLC to file exchange and shelf registration statements within 365 days.
The new notes are unregistered senior unsecured obligations, ranking equally with Fifth Third's other unsecured debt.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Fifth Third Bancorp to present at Morgan Stanley US Financials Conference on June 10, 2026
The presentation materials are attached as Exhibit 99.1 to the Form 8-K.
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Fifth Third Bancorp will present at the Morgan Stanley US Financials Conference on June 10, 2026.
The presentation highlights Fifth Third's position as a top 10 U.S. bank with $297 billion in assets and $234 billion in deposits as of 3/31/26.
The presentation includes 2Q26 expectations: net interest income of $2.20-$2.25 billion, noninterest income of $1.00-$1.06 billion, and noninterest expense of $1.87-$1.89 billion.
The presentation discusses the Comerica acquisition integration, with conversion scheduled for September 4-7, 2026, and expected $850 million pre-tax run-rate expense synergies by year-end 2026.
The information is furnished under Item 7.01 Regulation FD Disclosure and is not deemed filed for SEC purposes.
7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Fifth Third Bancorp to transfer stock listing from Nasdaq to NYSE, effective June 12, 2026
Common stock will retain ticker 'FITB'; depositary shares will trade under new symbols 'FITB PRA', 'FITB PRI', 'FITB PRK', and 'FITB PRM'.
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On June 1, 2026, Fifth Third Bancorp notified Nasdaq of its voluntary withdrawal of its common stock and four series of depositary shares, transferring the listing to the NYSE.
Trading on Nasdaq will end at market close on June 11, 2026; NYSE trading begins at market open on June 12, 2026.
The transfer was approved by the Board of Directors and announced via press release on June 1, 2026.
CEO Tim Spence and management will ring the NYSE Opening Bell on June 12, 2026.
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Fifth Third announces early tender results for exchange offers of Comerica-issued notes
Fifth Third Bancorp announced early tender results as of May 21, 2026 for its exchange offers and consent solicitations on two series of Existing FTFC Notes originally issued by Comerica Incorporated.
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Holders tendered $330,541,000 (60.10%) of the 4.000% Senior Notes due 2029 and $937,253,000 (93.73%) of the 5.982% Fixed-To-Floating Rate Senior Notes due 2030.
The requisite consents were received to adopt proposed amendments to the indenture governing the Existing FTFC Notes, with a supplemental indenture expected to become operational on the final settlement date.
Early exchange consideration includes $1,000 principal amount of new Fifth Third notes per $1,000 tendered plus $1.00 in cash; the exchange offers expire on June 8, 2026.
The exchange offers are limited to eligible holders (qualified institutional buyers or non-U.S. persons) and are not offered to holders in Canada.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Fifth Third Bancorp commences exchange offers for Comerica-issued notes following merger
Fifth Third Bancorp announced on May 8, 2026, the commencement of exchange offers for certain outstanding notes originally issued by Comerica Incorporated and assumed by Fifth Third Financial Corporation (FTFC) after the merger.
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The exchange offers involve up to $1,550,000,000 aggregate principal amount of new Fifth Third notes and cash, covering two series of Existing FTFC Notes: $550 million 4.000% Senior Notes due 2029 and $1 billion 5.982% Fixed-to-Floating Rate Senior Notes due 2030.
Concurrently, FTFC is soliciting consents to amend the indentures governing the Existing FTFC Notes to eliminate certain covenants, restrictive provisions, and events of default.
Eligible holders who tender notes by the Early Tender Date (May 21, 2026) will receive Early Exchange Consideration, while those tendering by the Expiration Date (June 8, 2026) will receive Exchange Consideration.
The New Fifth Third Notes are unregistered and will be offered only to eligible holders, with a registration rights agreement requiring Fifth Third to file a registration statement within 365 days of settlement.
The exchange offers and consent solicitations are conditioned on each other, though Fifth Third may waive this condition.