FITB: Other company developments

Item 8.01 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 Notes”) and (2) cash; and (b) related solicitations of consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to the corresponding indentures governing the Existing FTFC Notes to eliminate certain of the covenants, restrictive provisions and events of default from such indentures (the “Proposed Amendments”). As of 5:00 p.m., New York City time, on June 8, 2026 (the “Expiration Date”), the following principal amounts of each series of Existing FTFC Notes have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked): Title of Series of Existing FTFC Notes Aggregate Principal Amount Outstanding at Commencement of the Exchange Offers Principal Amount Tendered and Accepted for Exchange Principal Amount Outstanding after Final Settlement 4.000% Senior Notes due 2029 $ 550,000,000 $ 334,781,000 $ 215,219,000 5.982% Fixed-To-Floating Rate Senior Notes due 2030 $ 1,000,000,000 $ 938,170,000 $ 61,830,000 All of the Existing FTFC Notes validly tendered in the Exchange Offers were accepted for exchange.All accepted Existing FTFC Notes will be retired and cancelled. The Exchange Offers and Consent Solicitations have expired, and are no longer open to participation