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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| , | , | |||||||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||||||||
(800 ) 972-3030
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||
| The | Stock Market LLC | |||||||||||||||||||
| Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I | The | Stock Market LLC | ||||||||||||||||||
| The | Stock Market LLC | |||||||||||||||||||
| The | Stock Market LLC | |||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 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 press release on June 16, 2025 and a current report on Form 8-K filed on June 16, 2025.
On September 26, 2025, Fifth Third was notified by Deutsche that it had finished purchasing shares under the July 18th agreement. A total of 5,926,098 shares were repurchased upon execution of the agreement and an additional 1,003,254 shares were repurchased upon final settlement on September 29, 2025. In total, 6,929,352 shares were repurchased under the July 18th agreement, at an average price of $43.2941 per share.
After completion of the July 18th agreement, Fifth Third has approximately 93.1 million shares of remaining repurchase authority under the aforementioned share repurchase program.
Deutsche and certain of its affiliates have performed, and in the future may perform, various financial advisory and other services for Fifth Third and Fifth Third’s affiliates for which they have received, and may in the future receive, customary fees and expenses.
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: September 30, 2025 By: /s/ BRENNEN WILLINGHAM
Brennen Willingham
Senior Vice President and Treasurer