Item 1A. Risk Factors

There are no material changes from the risk factors set forth under Part 1, Item 1A. Risk Factors of the Corporation’s 2024 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below presents share repurchase activity for the three months ended September 30, 2025. The primary source of funds for cash distributions by the Corporation to its shareholders is dividends received from its banking subsidiaries. Each of the banking subsidiaries is subject to various regulatory policies and requirements relating to the payment of dividends, including requirements to maintain capital above regulatory minimums. All of the Corporation’s preferred stock outstanding has preference over the Corporation’s common stock with respect to payment of dividends.



(Dollars in millions, except per share information; shares in thousands)	Total Common Shares Repurchased (1,2)	Weighted-Average Per Share Price		Total Shares Purchased as Part of Publicly Announced Programs (2)	Remaining Buyback Authority Amounts (2)(3)
July 1 - 31, 2025	33,817	$	47.98	33,778	$	7,521
August 1 - 31, 2025	45,256	47.90		44,455	37,891
September 1 - 30, 2025	30,182	51.37		30,152	36,357
Three months ended September 30, 2025	109,255	48.88		108,385

(1)Includes 870 thousand shares of the Corporation's common stock acquired by the Corporation in connection with satisfaction of tax withholding obligations on vested restricted stock or restricted stock units and certain forfeitures and terminations of employment-related awards and for potential re-issuance to certain employees under equity incentive plans.

(2)On July 24, 2024, the Corporation’s Board of Directors (Board) authorized and announced a $25 billion common stock repurchase program, effective August 1, 2024 (2024 Repurchase Program), to replace the Corporation’s previous program, which expired on August 1, 2024. On July 23, 2025, the Board authorized and announced a $40 billion common stock repurchase program (2025 Repurchase Program, and together with the 2024 Repurchase Program, Repurchase Programs), effective August 1, 2025, to replace the 2024 Repurchase Program. The 2024 Repurchase Program expired on August 1, 2025. During the three months ended September 30, 2025, pursuant to the Repurchase Programs, as applicable, the Corporation repurchased approximately 108 million shares, or $5.3 billion, of its common stock. For more information, see Capital Management – CCAR and Capital Planning in the MD&A on page 20 and Note 11 – Shareholders’ Equity to the Consolidated Financial Statements.

(3) The remaining buyback authority amount for July reflects the remaining buyback authority amount under the 2024 Repurchase Program prior to its expiration. The remaining buyback authority amounts for August and September reflect the remaining buyback authority amount under the 2025 Repurchase Program.

The Corporation did not have any unregistered sales of equity securities during the three months ended September 30, 2025.

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