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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Other Events. Exchange Offers and Consent Solicitations On June 10, 2026 (the “Final Settlement Date”), Fifth Third Bancorp completed its previously announced (a) offers to exchange (each an “Exchange Offer” and collectively, the “Exchange Offers”) certain outstanding notes originally issued by Comerica Incorporated and assumed by Fifth Third Financial Corporation (“FTFC”) as successor by merger (the “Existing FTFC Notes”) for (1) new notes issued by Fifth Third Bancorp (the “New Fifth Third…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. (d) Transfer of Listing. On June 1, 2026, Fifth Third Bancorp (the “Company”), acting pursuant to authorization from its Board of Directors, provided written notice to The Nasdaq Stock Market LLC (“Nasdaq”) that it intends to voluntarily withdraw the principal listing of its common stock, no par value (“Common Stock”), along with depositary shares representing a 1/1000th ownership interest in…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
of Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On February 18, 2026, the Human Capital and Compensation Committee (the “Compensation Committee”) of the Board of Directors of Fifth Third Bancorp (the “Bancorp”) approved grant awards to certain of the Bancorp’s named executive officers, which awards were issued to incentivize a successful integration following the previously announced merger…
Pursuant to the Merger Agreement, on the Closing Date, (i) Comerica merged with and into Fifth Third Intermediary (the “First step Merger”), with Fifth Third Intermediary continuing as the surviving corporation in the First Step Merger, and (ii) immediately thereafter, Comerica Holdings merged with and into Fifth Third Intermediary, with Fifth Third Intermediary continuing as the surviving corporation (the “Second Step Merger”, and together with the First Step Merger, the “Mergers”). Followin…
Material Modification to Rights of Security Holders. In connection with the Transaction, Fifth Third filed a certificate of amendment (“Certificate of Amendment”) with the Secretary of State of the State of Ohio (the “Ohio Secretary of State”) establishing the respective powers, preferences, privileges and rights of the New Fifth Third Preferred Stock. The Certificate of Amendment became effective on January 31, 2026 at 11:59 pm, Eastern Time. At the Effective Time, Fifth Third issued 400,000…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Board of Directors In accordance with the terms of the Merger Agreement, as of the Effective Time, the size of the board of directors of Fifth Third (the “Board”) was increased to consist of a total of 16 directors, including 13 directors of the Board immediately prior to the Effective Time and three former directors of Comerica. The three former d…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. In connection with the Transaction, on the Closing Date, (i) Fifth Third Intermediary assumed $1,790 million in aggregate principal amount of Comerica’s obligations with respect to Comerica’s 4.000% Senior Notes due 2029, 5.982% Fixed-to-Floating Rate Senior Notes due 2030 and 3.800% Subordinated Notes due 2026 (collectively, the “Comerica Parent Notes”) and (ii) Fifth Third Bank…
Other Events. Offering of 4.566% Fixed Rate/Floating Rate Senior Notes Due 2032 and of 5.141% Fixed Rate/Floating Rate Senior Notes Due 2037 (the “Senior Notes”) . On January 29, 2026, Fifth Third issued $1,000,000,000 in principal amount of its 4.566% Fixed Rate/Floating Rate Senior Notes due 2032 and $1,000,000,000 in principal amount of its 5.141% Fixed Rate/Floating Rate Senior Notes due 2037 (the “Senior Notes Offering”) sold pursuant to an Underwriting Agreement (the “Underwriting Agree…
of Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference.
Other Events. As previously announced, on October 5, 2025, Fifth Third Bancorp, an Ohio corporation (“Fifth Third”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Comerica Incorporated, a Delaware corporation (“Comerica”), Comerica Holdings Incorporated, a Delaware corporation and a wholly owned subsidiary of Comerica (“Comerica Holdings”), and Fifth Third Financial Corporation, an Ohio corporation and a wholly owned subsidiary of Fifth Third (“Fifth Third Interme…
of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly stated by specific r…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On December 8, 2025, Thomas H. Harvey provided notice to the Corporate Secretary of Fifth Third Bancorp (the “Company”) of his retirement from the Board of Directors of the Company. His retirement is effective January 7, 2026. (d) On December 9, 2025, the Board of Directors of Fifth Third Bancorp appointed Priscilla Almodovar as Director effect…
Regulation FD Disclosure On December 10, 2025, Fifth Third Bancorp will present at the 2025 Goldman Sachs U.S. Financial Services Conference. A copy of this presentation is attached as Exhibit 99.1. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, excep…
Regulation FD Disclosure On November 7, 2025, Fifth Third Bancorp will present at the 2025 BancAnalysts Association of Boston's Annual Bank Conference. A copy of this presentation is attached as Exhibit 99.1. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1…
of Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference.
Entry into a Material Definitive Agreement. On October 5, 2025, Fifth Third Bancorp, an Ohio corporation (“Fifth Third”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Comerica Incorporated, a Delaware corporation (“Comerica”), Comerica Holdings Incorporated, a Delaware corporation and a wholly owned subsidiary of Comerica (“Comerica Holdings”), and Fifth Third Financial Corporation, an Ohio corporation and a wholly owned subsidiary of Fifth Third (“Fifth Third In…
Regulation FD Disclosure. On October 6, 2025, Fifth Third Bancorp and Comerica Incorporated issued a joint press release announcing the execution of a definitive merger agreement pursuant to which, on the terms and subject to the conditions set forth therein, Comerica Incorporated will merge with Fifth Third Financial Corporation, a wholly-owned subsidiary of Fifth Third Bancorp, with Fifth Third Financial Corporation as the surviving corporation in the merger. A copy of the press release is…
Other Events. As previously announced, on July 18, 2025, Fifth Third Bancorp (“Fifth Third”) entered into an accelerated share repurchase transaction with Deutsche Bank AG, London Branch (“Deutsche”), with Deutsche Bank Securities, Inc. acting as agent, pursuant to which Fifth Third would purchase approximately $300 million of its outstanding common stock. Fifth Third is repurchasing the shares of its common stock as part of its 100 million share repurchase program previously announced in a p…
Other Events Redemption of Series L Preferred Stock . On September 19, 2025, Fifth Third Bancorp (the “Company”) announced that the Company delivered a redemption notice to Equiniti Trust Company LLC, as the Depositary (the “Depositary”), to redeem on September 30, 2025 (the “Redemption Date”) (1) all of the Company’s outstanding 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L (CUSIP 316773DC1) (the “Series L Preferred Stock”), and (2) all outstanding receipts evide…
Material Impairments Fifth Third Bancorp (the “Bancorp”) recently discovered alleged external fraudulent activity at a commercial borrower of Fifth Third Bank, National Association associated with their asset-backed finance loan. On September 5, 2025, the Bancorp concluded that a material charge for impairment would result from this alleged external fraudulent activity. The outstanding balance on this loan is approximately $200 million. Based on currently available information, the Bancorp cu…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On July 18, 2025, Fifth Third Bancorp (“Fifth Third”) entered into a new share repurchase agreement with Deutsche Bank AG, London Branch (“Deutsche”) with Deutsche Bank Securities Inc. acting as agent, pursuant to which Fifth Third will purchase approximately $300 million of its outstanding common stock. Fifth Third is repurchasing the shares of its common stock as part of its 100…
Entry into a Material Definitive Agreement.
of Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference.
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