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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): December 8, 2025
53_Logo_horizontal_FullColor (1) (003).jpg
Fifth Third Bancorp
(Exact name of registrant as specified in its charter)
Ohio 001-33653 31-0854434
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
Fifth Third Center
38 Fountain Square Plaza,Cincinnati,Ohio45263
(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)

    ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)		 Name of each exchange
on which registered
Common Stock, Without Par Value FITB The NASDAQ 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 FITBI The NASDAQ Stock Market LLC
Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A FITBP The NASDAQ Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K FITBO The NASDAQ 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 5.02 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 effective January 7, 2026. The Board of Directors appointed Ms. Almodovar to fill the vacancy created by the retirement of Thomas H. Harvey. In addition, Ms. Almodovar will serve on the Bancorp’s Nominating and Corporate Governance and Risk and Compliance Committees. A copy of the related press release is attached as Exhibit 99.1 hereto.

Ms. Almodovar will receive compensation as a Director under Fifth Third’s Director Pay Program as disclosed in Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2024. In accordance with the Director Pay Program, Ms. Almodovar received a pro-rated grant of $41,712 in RSUs.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 – Press release dated December 12, 2025 relating to the appointment of Priscilla Almodovar as Director of Fifth Third Bancorp and Fifth Third Bank, National Association

Exhibit 104 – Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: December 12, 2025 By: /s/ CHRISTIAN GONZALEZ        
Christian Gonzalez
Executive Vice President and Chief Legal Officer


Classification: Confidential CONTACT Jordan DuShane (Media Relations) December 12, 2025 Jordan.dushane@53.com Matt Curoe (Investor Relations) matt.curoe@53.com | 513-534-2345 Fifth Third Announces Changes to its Board of Directors CINCINNATI — Fifth Third (Nasdaq: FITB) today announced that Thomas H. (Hal) Harvey will retire f rom its Board of Directors, and Priscilla Almodovar will join the Board, ef fective January 7, 2026. “Hal’s expertise and counsel have been invaluable to Fifth Third,” said Tim Spence, chairman, CEO and president of Fifth Third. “His deep knowledge of financial services and corporate governance, combined with his leadership in energy innovation and commitment to ethical business standards, has helped shape our governance practices. We are grateful for his years of service and trusted guidance.” Almodovar is a seasoned business executive with over 35 years of leadership in complex, regulated organizations. Most recently, she served as President and Chief Executive Officer of Fannie Mae, where she led the $4.1 trillion government-sponsored enterprise through a period of strategic transformation and innovation. Before Fannie Mae, Almodovar was President and CEO of Enterprise Community Partners, a national nonprofit focused on affordable housing, where she launched a $3.5 billion initiative to expand housing opportunities for underserved communities. Earlier in her career, she was a Managing Director at JPMorgan Chase, overseeing two national real estate businesses, and prior to that she led the New York State Housing Finance Agency and State of New York Mortgage Agency, making them the largest issuer of housing bonds in the U.S. during her tenure. Almodovar will serve on the Bancorp’s Nominating and Corporate Governance, and Risk and Compliance Committees. “We are thrilled to welcome Priscilla to our Board,” Spence continued. “Priscilla brings exceptional leadership experience and a record of collaboration. Her strategic vision and proven ability to navigate complex markets will be invaluable as we continue to deliver innovative solutions for our customers and communities.” "I’m honored to join Fifth Third’s Board and contribute to its mission of delivering exceptional value to customers, shareholders and communities," said Almodovar. "I look forward to working with my fellow Directors and Fifth Third’s leadership team to drive growth and innovation across the Bank’s footprint." ### About Fifth Third Fifth Third is a bank that’s as long on innovation as it is on history. Since 1858, we’ve been helping individuals, families, businesses and communities grow through smart financial services that improve lives. Our list of firsts is extensive, and it’s one that continues to expand as we explore the intersection of tech- driven innovation, dedicated people and focused community impact. Fifth Third is one of the few U.S.-based banks to have been named among Ethisphere’s World’s Most Ethical Companies® for several years. With a commitment to taking care of our customers, employees, communities and shareholders, our goal is not only to be the nation’s highest performing regional bank, but to be the bank people most value and trust.

 
Classification: Confidential Fifth Third Bank, National Association is a federally chartered institution. Fifth Third Bancorp is the indirect parent company of Fifth Third Bank and its common stock is traded on the NASDAQ® Global Select Market under the symbol "FITB." Investor information and press releases can be viewed at www.53.com. Deposit and credit products provided by Fifth Third Bank, National Association. Member FDIC.