Amendment: Fifth Third Bancorp filed SEC Form 8-K: Financial Statements and Exhibits
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Explanatory Note
Effective February 1, 2026, Fifth Third Bancorp (“Fifth Third”) completed its previously announced acquisition of Comerica Incorporated (“Comerica”) pursuant to the Agreement and Plan of Merger, dated as of October 5, 2025, by and among Fifth Third, Fifth Third Financial Corporation, a wholly owned subsidiary of Fifth Third, Comerica and Comerica Holdings Incorporated, a wholly owned subsidiary of Comerica (the “Transaction”), as previously disclosed in Fifth Third’s Current Report on Form 8-K filed on February 2, 2026 (the “Original 8-K”). This Current Report on Form 8-K/A is being filed to amend Item 9.01 of the Original 8-K to include the financial statements of Comerica and pro forma financial information required by Item 9.01 of Form 8-K (this “Amendment No. 1”).
The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that Fifth Third and Comerica would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Transaction. Except as described above, this Amendment No. 1 does not otherwise amend, modify, or update the disclosures contained in the Original 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
The audited consolidated financial statements of Comerica as of December 31, 2024 and 2023, and for each of the fiscal years ended December 31, 2024, 2023 and 2022 are filed as Exhibit 99.1 hereto and incorporated herein by reference.
The unaudited condensed consolidated financial statements of Comerica as of and for the periods ended September 30, 2025 are filed as Exhibit 99.2 hereto and incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet of Fifth Third as of September 30, 2025, giving effect to the Transaction as if it had occurred on September 30, 2025, and the unaudited pro forma condensed combined statements of income of Fifth Third for the nine months ended September 30, 2025 and for the year ended December 31, 2024, in each case giving effect to the Transaction as if it had occurred on January 1, 2024, are filed as Exhibit 99.3 hereto and incorporated herein by reference.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIFTH THIRD BANCORP | ||||||
| (Registrant) | ||||||
| Date: March 4, 2026 | By: | /s/ Bryan D. Preston | ||||
| Bryan D. Preston | ||||||
| Executive Vice President and Chief Financial Officer | ||||||