Fifth Third Bancorp (FITB) 10-K risk factor changes: FY2024 vs FY2023

When Fifth Third lends money or commits to lend money, the Bancorp incurs credit [removed: risk] [added: risk,] or the risk of loss if borrowers do not repay their loans, leases, credit cards, derivative [removed: obligations,] [added: obligations] or other credit obligations.

The amount of these reserves is based on Fifth Third’s assessment of credit losses expected to be incurred in the credit [removed: portfolios] [added: portfolios,] including unfunded credit commitments.

[added: Alternatively,] Fifth Third may increase the reserve because of changing economic or market conditions, including [removed: falling home prices or] [added: inflation, interest rate fluctuations,] higher unemployment, or other factors such as [removed: changes in borrower’s behavior or] changing protections in credit [removed: agreements.][added: agreements or changes in borrowers’ behavior.]

[removed: Fifth Third believes that both the ALLL and the reserve for unfunded commitments are adequate to cover expected losses at December 31, 2023; however,] [added: However,] there is no assurance that they will be sufficient to cover future credit losses associated with exposures existing at December 31, [removed: 2023,] [added: 2024,] especially if economic conditions [removed: decline, including but not limited to housing and employment conditions.][added: decline.]

Fifth Third may have more credit risk and higher credit losses to the extent loans are concentrated by exposure to individual [removed: borrowers,] [added: borrowers or the] location or industry of [removed: the] borrowers or collateral.

Fifth Third’s credit risk and credit losses can increase if its loans are concentrated among individual borrowers, borrowers engaged in the same or similar activities, industries or [removed: geographies] [added: geographies,] or to borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions.

Deterioration in economic conditions, including housing conditions or commodity and real estate values in certain states or [removed: locations] [added: locations,] could result in materially higher credit losses if loans are concentrated in those locations or by other factors.

Additionally, Fifth Third has a substantial portfolio of commercial and residential real estate [removed: loans] [added: loans,] and weaknesses in residential or commercial real estate markets may adversely impact Fifth Third’s business, results of operations or financial condition.

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Core deposits, which include transaction deposits and certificates of deposit $250,000 or less, have historically provided Fifth Third with a sizeable source of relatively stable and low-cost funds (average core deposits funded [removed: 76%] [added: 77%] of average total assets for the year [removed: ending] [added: ended] December 31, [removed: 2023).][added: 2024).]

In addition to customer deposits, sources of liquidity include investments in the securities portfolio, Fifth Third’s sale or securitization of loans in secondary markets, the pledging of loans and investment securities to access secured borrowing facilities through the FHLB and the [removed: FRB,] [added: FRB] and Fifth Third’s ability to raise funds in money and capital markets.

Fifth Third’s liquidity and ability to fund and operate its business could be materially adversely affected by a variety of conditions and factors, including financial and credit market disruptions and volatility or a lack of market or customer confidence in financial markets in [removed: general similar to what occurred during the financial crisis in 2008 and early 2009,] [added: general,] which may result in a loss of customer deposits or outflows of cash or collateral and/or [added: the] ability to access capital markets on favorable terms.

Many of the above conditions and factors may be caused by events over which Fifth Third has little or no [removed: control such as what occurred during the financial crisis.][added: control.]

[removed: The interest rates that Fifth Third pays] on its securities are also influenced by, among other things, the credit ratings that it, its subsidiaries and/or its securities receive from recognized rating agencies.

The ability of Fifth Third Bancorp’s subsidiaries to pay dividends or make other payments or distributions depends on their respective operating results and may be restricted by, among other things, regulatory constraints, prevailing economic conditions (including interest [removed: rates),] [added: rates)] and financial, business and other factors, many of which are beyond the control of Fifth Third Bancorp.

Regulatory scrutiny of liquidity and capital levels at [removed: bank holding companies] [added: BHCs] and insured depository institutions has resulted in increased regulatory focus on all aspects of capital planning, including dividends and other distributions to shareholders of banks such as the parent [removed: bank holding companies.][added: BHCs.]

In addition, because the techniques used to cause such security breaches change frequently, often are not recognized until launched against a target and may originate from remote and less regulated areas around the world, Fifth Third may be unable to [removed: proactively address these techniques or to implement adequate preventative measures.]

Despite Fifth Third’s efforts to prevent a [removed: cyber-attack,] [added: cyber-attack and monitoring of data flow inside and outside Fifth Third, due to the increasing sophistication of techniques used by attackers to conceal access to systems,] a successful cyber-attack could persist for an extended period of time before being detected, and, following detection, it could take considerable time for Fifth Third to obtain full and reliable information about the cybersecurity incident and the extent, amount and type of information compromised.

During the course of an investigation, Fifth Third may not necessarily know the full effects of the incident or how to remediate it, and actions and decisions that are taken or made in an effort to mitigate risk may further increase the costs and other negative [added: consequences of the incident.]

An additional risk is the use of third- and fourth-party providers to host critical data and platforms for Fifth Third, or in some cases provide [removed: IT] services to Fifth Third domestically and internationally.

[removed: Fifth Third must make investments in its ability to oversee third- and fourth-party providers] [added: This does not eliminate all risk] and its failure to do so could result in customer losses, operational issues, litigation, regulatory actions and reputational [removed: loss.][added: damage.]

However, Fifth Third cannot be certain that the measures will be [removed: successful.][added: successful, particularly given the rapidly evolving sophistication of threat actors and technologies.]

Fifth Third’s necessary dependence upon automated systems to record and process its transaction volume poses the risk that technical system flaws or employee errors, tampering or manipulation of those systems [removed: will] [added: could] result in losses and may be difficult to detect.

Fifth Third may also be subject to disruptions of its operating systems arising from events that are beyond its control (for example, [removed: computer viruses] [added: cyber-attacks, equipment failure,] or electrical or telecommunications outages).

Third-party service providers with which the Bancorp does business both domestically and offshore, as well as vendors and other third parties with which the Bancorp’s customers do business, can also be sources of operational risk to the Bancorp, particularly where processes are highly concentrated or [added: in widespread use on critical Bancorp systems, or] activities of customers are beyond the Bancorp’s security and control systems, such as through the use of the internet, personal computers, tablets, smart phones and other mobile services.

Security breaches [added: or system failures] affecting the [removed: Bancorp’s customers, or systems breakdowns or failures, security breaches] [added: Bancorp] or [removed: employee misconduct affecting such other] [added: its] third-party [removed: service providers, may require] [added: providers can increase operational costs and reduce customer satisfaction, as] the Bancorp [removed: to take] [added: takes] steps to protect [removed: the integrity of] its [removed: own operational] systems [removed: or to] [added: and] safeguard confidential [removed: information of the Bancorp or its customers, thereby increasing the Bancorp’s operational costs and potentially diminishing customer satisfaction.][added: information.]

[removed: The Bancorp may be subject to disruptions of its operating systems arising from events that are wholly or partially beyond the] Bancorp’s control, which may include, for example, security breaches; electrical or telecommunications outages; failures of computer components or servers or other damage to the Bancorp’s property or assets; natural disasters or severe weather conditions; health emergencies; or events arising from local or larger-scale political events, including outbreaks of hostilities or terrorist acts.

Any failures or disruptions of the Bancorp’s systems or operations could give rise to losses in service to customers and clients, adversely affect the Bancorp’s business and results of operations by subjecting the Bancorp to losses or liability, or require the Bancorp to expend significant resources to correct the failure or disruption, as well as by exposing the Bancorp to reputational harm, litigation, regulatory fines [added: or penalties or losses not covered by insurance.]

In addition, Fifth Third may incur significant training, licensing, maintenance, [removed: consulting] [added: consulting, depreciation expense] and amortization expenses during and after systems implementations, and any such costs may continue for an extended period of time.

Fifth Third faces operational risk from the effects of climate change as an increase in severe weather may cause closures, damage to [removed: infrastructure,] [added: infrastructure] or damage to Fifth Third’s physical locations [added: or other assets] that may disrupt the physical operation of the Bancorp.

Although Fifth Third establishes accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated, Fifth Third does not have accruals [removed: for all legal proceedings where it faces a risk of loss.]

Fifth Third sells residential mortgage loans to various parties, including government-sponsored enterprises [removed: (“GSE”)] [added: (“GSEs”)] and other financial institutions that purchase residential mortgage loans for investment or private label securitization.

The [removed: increasing] [added: evolving federal and state] government focus on climate change may result in new environmental regulations, including disclosure [removed: required by] [added: requirements from other jurisdictions in which] the [removed: SEC,] [added: Bank operates] that could result in additional compliance costs.

[removed: The Biden Administration has sought to implement] [added: It is anticipated that the Trump administration will promulgate] a [added: number of executive orders and propose legislation that could directly impact the regulation of the financial services industry, many of which may mark a departure from the Biden administration’s] regulatory agenda that has [removed: included, or could include,] [added: included] a heightened focus on the risks arising from climate change, fair lending, consumer protection, Bank Secrecy Act and anti-money laundering requirements, topics related to social equity, executive compensation, and increased capital and liquidity, as well as limits on share buybacks and dividends.

Additionally, legislation or regulatory reform could affect the behaviors of third parties that Fifth Third deals [removed: within] [added: with in] the course of business, such as rating agencies, insurance companies and investors.

Such actions and activities that may be subject to prior approval include, but are not limited to, increasing dividends or other [added: capital distributions by the Bancorp or the Bank, entering into a merger or acquisition transaction, acquiring or establishing new branches and entering into certain new businesses.]

Fifth Third is also subject to certain regulatory requirements as a result of its banking activity including with respect to stress testing, liquidity and capital levels, asset quality, provisioning, AML/BSA, fair lending, consumer [removed: compliance] [added: compliance, protection of customer information] and other prudential matters and efforts to ensure that financial institutions take steps to improve their risk management and prevent future crises.

Fifth Third could face serious negative consequences if its third-party service providers, business [removed: partners] [added: partners, customers] or investments fail to comply with applicable laws, rules or regulations.

Fifth Third is expected to oversee the legal and regulatory compliance of its business endeavors, including those performed by third-party service providers, business partners, [added: customers,] other vendors and certain companies in which Fifth Third has invested.

The revised assessment rate schedules became effective January 1, 2023, and [removed: are] [added: were] applicable to the first quarterly assessment period of 2023.

Fifth Third believes that both the ALLL and the reserve for unfunded commitments are adequate to cover expected losses at December 31, 2024.

Fifth Third also has a portfolio of indirect secured consumer loans, and the depreciation in the value of used vehicles may adversely impact Fifth Third’s business, results of operations or financial condition.

The interest rates that Fifth Third pays

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proactively address these techniques or to implement adequate preventative measures.

Threat actors, including nation state attackers, could also use artificial intelligence for malicious purposes, increasing the frequency, complexity and effectiveness of their attacks.

Fifth Third has a third-party risk program to oversee third- and fourth-party providers.

Industry trends demonstrate a shift towards the use of cloud providers, Software as a Service partners and hosted platforms rather than traditional software services that can be operated from within a company’s firewall and data centers, and the implementation and development of new and emerging technologies such as artificial intelligence.

The Bancorp may be subject to disruptions of its operating systems arising from events that are wholly or partially beyond the

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In addition, any security compromise or information technology system disruptions in the financial services industry as a whole, whether actual or perceived, could interrupt the Bancorp’s business or operations, harm its reputation, erode borrower confidence, negatively affect the Bancorp’s ability to attract new members, or subject it to third-party lawsuits, regulatory fines or other action or liability, which could adversely affect Fifth Third’s business and results of operations.

New technological advancements may subject Fifth Third to additional risks.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services (including those related to or involving artificial intelligence, machine learning, blockchain and other distributed ledger technologies), and an established and growing demand for mobile and other phone and computer banking applications.

Fifth Third’s future success depends, in part, upon Fifth Third’s ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in its operations.

Many of Fifth Third’s competitors have substantially greater resources to invest in technological improvements.

Fifth Third may not be able to effectively implement new technology driven products and services or be successful in marketing these products and services to its customers.

In addition, Fifth Third’s implementation of certain new technologies, such as those related to artificial intelligence, automation and algorithms, in Fifth Third’s business processes may have unintended consequences due to its limitations or its failure to use them effectively.

In addition, cloud technologies are also critical to the operation of Fifth Third’s systems, and its reliance on cloud technologies is growing.

Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse effect on Fifth Third’s business, financial condition and results of operations.

Furthermore, any new technology could have a significant impact on the effectiveness of Fifth Third’s system of internal controls.

Failure to successfully manage these risks in the development and implementation of new lines of business, new products or services and/or new technologies could have a material adverse effect on Fifth Third’s business, financial condition and results of operations.

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for all legal proceedings where it faces a risk of loss.

We expect the Trump administration will seek to implement a regulatory reform agenda that is significantly different than that of the Biden administration, impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies.

It is not possible at this time to determine whether changes in the administration may change the regulatory focus and/or implementation of any regulations, policies or reforms.

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Heightened standards under proposed and recently finalized laws or regulations, or regulations soon to enter into force whose enforcement is yet to begin (such as, for example, capital and liquidity rules, or heightened Community Reinvestment Act standards), may result in increased obligations and compliance costs, may result in supervisory or enforcement action and may factor into Fifth Third’s ability to expand services and/or engage in new actions.

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The Bancorp’s stress capital buffer under the FRB severely adverse scenario was 3.2% as of December 31, 2024.

Additionally, in November 2023, the FDIC issued a final rule for a special deposit insurance assessment to recover the costs associated with protecting uninsured depositors following the bank failures that occurred in 2023.

Subsequently, in 2024, the FDIC announced that it expects to incur additional losses related to these bank failures beyond its initial estimates, resulting in an increase to the amount of the special assessment allocated to each member bank.

The Bancorp currently expects to pay the special assessment to the FDIC over a total of ten quarterly assessment periods, which began with the first quarter of 2024.

Fifth Third has been, and will continue to be, impacted by general business and economic conditions in the U.S. These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt

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Changes in trade policies by the U.S. or other countries, such as tariffs or retaliatory tariffs, may cause inflation which could impact the prices of products sold by the Bancorp’s borrowers and have the potential to reduce demand for their products impacting their profitability and making it difficult for its borrowers to repay their loans.

Although the FRB reduced benchmark rates in the second half of 2024, they remain higher than in previous years, and the inflationary outlook in the U.S. is currently uncertain.

Persistent or increasing inflation could lead to the FRB reversing recent reductions in interest rates.

Conversely, a lowering in interest rates would likely further reduce the interest Fifth Third earns on loans and other earning assets.

For more information, refer to the Credit Risk Management subsection of the Risk Management section and the ALLL and Reserve for Unfunded Commitments subsections of the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Regulatory changes relating to liquidity and risk management may also negatively impact Fifth Third’s results of operations and competitive position.

Various regulations have been adopted to impose more stringent liquidity requirements for large financial institutions, including Fifth Third.

These regulations address, among other matters, liquidity stress testing and minimum liquidity requirements.

The application of certain of these regulations to banking organizations, such as Fifth Third, have been modified, including in connection with the implementation of the Tailoring Rules in the EGRRCPA.

consequences of the incident.

Industry trends are moving more to cloud providers, Software as a Service partners and hosted platforms that traditionally resided inside Fifth Third’s firewall and data centers.

or penalties or losses not covered by insurance.

In addition, mergers and acquisitions may be hindered by increased antitrust and other regulatory scrutiny.

Reform proposals are also expected for the short-term wholesale markets.

capital distributions by the Bancorp or the Bank, entering into a merger or acquisition transaction, acquiring or establishing new branches, and entering into certain new businesses.

The Bancorp’s stress capital buffer requirement has been 2.5% since the introduction of this framework and was most recently affirmed as part of Fifth Third’s 2023 Capital Plan submission with an effective date of October 1, 2023.

Additionally, on November 16, 2023, the FDIC finalized a special assessment to recover the loss to the DIF caused by the bank failures that occurred in 2023 to be collected at an annual rate of approximately 13.4 basis points for an anticipated total of eight quarterly assessment periods, beginning the first quarterly assessment period of 2024.

Fifth Third has been, and will continue to be, impacted by general business and economic conditions in the United States.

Many of the other risk factors discussed in this Risk Factors section identify risks that result from, or are impacted by, a financial economic downturn.

These include risks related to Fifth Third’s investments portfolio, the competitive environment and regulatory developments.

The United States is also facing a potentially contentious Presidential election as well as elections to determine the control of Congress and State governments.

policies of various governmental and regulatory agencies (in particular, the FRB).

These factors include, without limitation:

- actual or anticipated variations in earnings;

- changes in analysts’ recommendations or projections;

- Fifth Third’s announcements of developments related to its businesses;

- operating and stock performance of other companies deemed to be peers;

- actions by government regulators and changes in the regulatory regime;

- new technology used or services offered by traditional and non-traditional competitors;

- news reports of trends, concerns and other issues related to the financial services industry;

- U.S. and global economic conditions;

- natural disasters;

- geopolitical conditions such as acts or threats of terrorism, military conflicts and withdrawal from the EU by EU member countries.

require Fifth Third to devote substantial time and resources and may cause these acquisitions, investments and relationships to be unprofitable or cause Fifth Third to be unable to pursue other business opportunities.

Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed scores and ratings to evaluate companies based upon ESG metrics.

Currently, there are no universal standards for such scores or ratings, but ESG evaluations are becoming more important to the reputation and success of many businesses, including financial institutions.

Views about ESG-related issues are diverse, dynamic and rapidly changing, and if Fifth Third were to fail to maintain appropriate ESG practices and disclosures or be subject to certain ESG scores or ratings, Fifth Third could face potential negative ESG-related publicity in traditional and social media, including based on the identity of those Fifth Third chooses to do business with and the public’s view of those customers.

If

Fifth Third or its relationships with customers, vendors and suppliers were to become the subject of such negative publicity, Fifth Third’s ability to attract and retain customers and employees may be negatively impacted and its stock price may also be impacted.

Companies are facing increasing scrutiny from customers, regulators, investors and other stakeholders related to their ESG practices and disclosures.

For Fifth Third and others in the financial services industry, this focus extends to the practices and disclosures of the customers, counterparties and service providers with whom Fifth Third chooses to do business.

Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights, and certain investors are beginning to incorporate the business risks and opportunities of climate change and the adequacy of companies’ responses to climate change and other ESG matters as part of their investment theses.

New government regulations could also result in new or more stringent forms of ESG oversight and expand mandatory and voluntary reporting, diligence and disclosure.

In addition, there can be no assurance that Fifth Third will be able to attain its announced goals related to its sustainability and corporate responsibility programs, as statements regarding its goals reflect Fifth Third’s current plans and aspirations and are not guarantees that it will be able to achieve them within the timelines it announces or at all.

For the year ended December 31, [removed: 2023,] [added: 2024,] net interest income on an FTE basis and noninterest income provided [removed: 67%] [added: 66%] and [removed: 33%] [added: 34%] of total revenue, respectively.

[added: The Bancorp derives the majority of its revenues within the U.S. from customers domiciled in the U.S.] Changes in interest rates, credit quality, economic trends and the capital markets are primary factors that drive the performance of the Bancorp.

Noninterest income is derived from [removed: commercial banking revenue,] wealth and asset management revenue, [removed: service charges on deposits, card and processing] [added: commercial payments] revenue, [added: consumer banking revenue, capital markets fees, commercial banking revenue,] mortgage banking net revenue, [removed: leasing business revenue,] other noninterest income and net securities gains or losses.

Noninterest expense includes compensation and benefits, technology and communications, net occupancy expense, equipment expense, [removed: marketing] [added: loan and lease] expense, [removed: leasing business] [added: marketing] expense, card and processing expense and other noninterest expense.

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[removed: Among these amendments,] [added: In response to the bank failures that occurred] in [removed: November] [added: the first half of] 2023, the FDIC issued a final rule for a special deposit insurance assessment on banking organizations with greater than $5 billion in assets to recover the [removed: costs] [added: losses to the Deposit Insurance Fund] associated with protecting uninsured [removed: depositors following these closures.][added: depositors.]

The estimate of the cost associated with protecting the uninsured depositors will continue to be subject to periodic adjustment until the final loss [added: amount] is determined [removed: upon the termination of the receiverships] by the FDIC.

Refer to Note [removed: 17] [added: 24] and Note [removed: 24] [added: 32] of the Notes to Consolidated Financial Statements for additional information [removed: about certain exposures which were transitioned to an alternative reference rate.][added: on the accelerated share repurchase activity.]

Senior Notes [removed: Offering][added: Offerings]

On [removed: July 27, 2023,] [added: January 29, 2024,] the Bancorp issued and sold [removed: $1.25] [added: $1.0] billion of fixed-rate/floating-rate senior notes which will mature on [removed: July 27, 2029.][added: January 29, 2032.]

The senior notes [added: will] bear interest at a rate of [removed: 6.339%] [added: 5.631%] per annum [removed: to, but excluding, July 27, 2028.][added: until January 28, 2031.]

[removed: From, and including, July 27, 2028 until, but excluding, July 27, 2029,] [added: From September 6, 2029 until maturity,] the senior notes will bear interest at a rate of compounded SOFR plus [removed: 2.340%.][added: 1.486%.]

[removed: Refer to Note 32 of the Notes to Consolidated Statements for] [added: For further] information on a subsequent event related to long-term [removed: debt.][added: debt, refer to Note 32.]

Accelerated Share Repurchase [removed: Transaction][added: Transactions]

During the [removed: first quarter of 2023,] [added: year ended December 31, 2024,] the Bancorp entered into and settled [removed: an] accelerated share repurchase [removed: transaction.][added: transactions totaling $625 million.]

| For the years ended December 31 ($ in millions, except per share data) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net interest income (U.S. GAAP) | | | $ | [removed: 5,827] [added: 5,630] | | | | | [removed: 5,609] [added: 5,827] | | | | | | [removed: 4,770] [added: 5,609] | | |

| Net interest income (FTE)*(a)(b)* | | | [removed: 5,852] [added: 5,654] | | | | | | [removed: 5,625] [added: 5,852] | | | | | | [removed: 4,782] [added: 5,625] | | |

| Noninterest income | | | [removed: 2,881] [added: 2,849] | | | | | | [removed: 2,766] [added: 2,881] | | | | | | [removed: 3,118] [added: 2,766] | | |

| Total revenue (FTE)*(a)(b)* | | | [removed: 8,733] [added: 8,503] | | | | | | [removed: 8,391] [added: 8,733] | | | | | | [removed: 7,900] [added: 8,391] | | |

| Provision for [removed: (benefit from)] credit losses | | | [removed: 515] [added: 530] | | | | | | [removed: 563] [added: 515] | | | | | | [removed: (377)] [added: 563] | | |

| Noninterest expense | | | [removed: 5,205] [added: 5,033] | | | | | | [removed: 4,719] [added: 5,205] | | | | | | [removed: 4,748] [added: 4,719] | | |

| Net income | | | [removed: 2,349] [added: 2,314] | | | | | | [removed: 2,446] [added: 2,349] | | | | | | [removed: 2,770] [added: 2,446] | | |

| Net income available to common shareholders | | | [removed: 2,212] [added: 2,155] | | | | | | [removed: 2,330] [added: 2,212] | | | | | | [removed: 2,659] [added: 2,330] | | |

| Earnings per share - basic | | | $ | [removed: 3.23] [added: 3.16] | | | | | [removed: 3.38] [added: 3.23] | | | | | | [removed: 3.78] [added: 3.38] | | |

| Earnings per share - diluted | | | [removed: 3.22] [added: 3.14] | | | | | | [removed: 3.35] [added: 3.22] | | | | | | [removed: 3.73] [added: 3.35] | | |

| Cash dividends declared per common share | | | [removed: 1.36] [added: 1.44] | | | | | | [removed: 1.26] [added: 1.36] | | | | | | [removed: 1.14] [added: 1.26] | | |

| Book value per share | | | [removed: 25.04] [added: 26.17] | | | | | | [removed: 22.26] [added: 25.04] | | | | | | [removed: 29.43] [added: 22.26] | | |

| Market value per share | | | [removed: 34.49] [added: 42.28] | | | | | | [removed: 32.81] [added: 34.49] | | | | | | [removed: 43.55] [added: 32.81] | | |

| Return on average assets | | | [removed: 1.13] [added: 1.09] | | % | | | | [removed: 1.18] [added: 1.13] | | | | | | [removed: 1.34] [added: 1.18] | | |

| Return on average common equity | | | [removed: 14.2] [added: 12.5] | | | | | | [removed: 13.7] [added: 14.2] | | | | | | [removed: 12.8] [added: 13.7] | | |

| Return on average tangible common equity*(b)* | | | [removed: 21.3] [added: 17.8] | | | | | | [removed: 19.7] [added: 21.3] | | | | | | [removed: 16.6] [added: 19.7] | | |

| Dividend payout | | | [removed: 42.1] [added: 45.6] | | | | | | [removed: 37.3] [added: 42.1] | | | | | | [removed: 30.2] [added: 37.3] | | |

The FTE adjustments were [removed: $25, $16] [added: $24, $25] and [removed: $12] [added: $16] for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.*

The Bancorp’s net income available to common shareholders for the year ended December 31, [removed: 2022] [added: 2024] was [removed: $2.3] [added: $2.2] billion, or [removed: $3.35] [added: $3.14] per diluted share, which was net of [removed: $116] [added: $159] million in preferred stock dividends.

Net interest income on an FTE basis (non-GAAP) was [removed: $5.9] [added: $5.7] billion for the year ended December 31, [removed: 2023, an increase of $227] [added: 2024, decreasing $198] million compared to the prior year.

[removed: These positive impacts were partially offset by increases in rates paid] [added: Interest expense] on average [removed: interest-bearing core deposits, average long-term debt and average FHLB advances] [added: wholesale funding increased $11 million] for the year ended December 31, [removed: 2023] [added: 2024] compared to the [removed: prior year.][added: year ended December 31, 2023 primarily due to increases in the average balances of and yields on long-term debt, partially offset by a decrease in the average balances of FHLB advances.]

Net interest income was [removed: also] negatively impacted by [added: higher funding costs due to increases in market interest rates and] deposit balance migration into higher yielding [removed: products, resulting in] [added: products as well as] a decrease in the average balances of [removed: demand deposits] [added: commercial] and [removed: an increase in the average balances of interest-bearing core deposits] [added: industrial loans] for the year ended December 31, [removed: 2023 compared to the prior year.][added: 2024.]

Net interest margin on an FTE basis (non-GAAP) was [removed: 3.05%] [added: 2.90%] for the year ended December 31, [removed: 2023] [added: 2024] compared to [removed: 3.02%] [added: 3.05%] for the year ended December 31, [removed: 2022.][added: 2023.]

The provision for credit losses was [removed: $515] [added: $530] million for the year ended December 31, [removed: 2023] [added: 2024] compared to [removed: $563] [added: $515] million in the prior year.

FDIC Special Assessment

As of December 31, 2024, the Bancorp’s estimate of its allocation of the special assessment was $252 million, based on the most recent information provided by the FDIC.

As a result of this special assessment, the Bancorp recorded expense of $28 million and $224 million during the years ended December 31, 2024 and 2023, respectively, related to this estimate.

The Bancorp currently expects to pay the special assessment to the FDIC over a total of ten quarterly assessment periods, which began with the first quarter of 2024.

From January 29, 2031 until maturity, the senior notes will bear interest at a rate of compounded SOFR plus 1.840%.

On September 6, 2024, the Bancorp issued and sold $750 million of fixed-rate/floating-rate senior notes which will mature on September 6, 2030.

The senior notes will bear interest at a rate of 4.895% per annum until September 5, 2029.

Transfer of Securities

The transfer included U.S. Treasury and federal agencies securities, agency residential mortgage-backed securities and agency commercial mortgage-backed securities.

Refer to the Investment Securities subsection of the Balance Sheet Analysis section of MD&A for more information.

CFPB Settlements

On July 9, 2024, the Bank and the CFPB agreed to resolve previously outstanding litigation which alleged violations of the Consumer Financial Protection Act, the Truth in Lending Act and Truth in Savings Act.

The Bank agreed to the entry of a Stipulated Final Judgment and Order, pursuant to which the Bank, without admitting or denying any of the allegations in the suit except as specified in the order, agreed to pay a civil monetary penalty of $15 million, agreed to maintain existing policies around its consumer sales incentives, agreed to create a compliance plan to ensure its account opening practices comply with law and the order and agreed to provide a redress plan to remediate certain customers with checking, savings, or credit card accounts opened beginning January 1, 2010 and ending December 31, 2016.

Concurrently, the Bank also agreed to entry of a Consent Order related to a since-discontinued program in its auto lending business that placed collateral protection insurance on certain automobile loans.

Under this Consent Order, without admitting or denying any of the findings of fact or conclusions of law (except to establish jurisdiction), the Bank agreed to pay a $5 million civil monetary penalty related to those issues, maintain existing policy changes related to its auto servicing practices, agreed to create a compliance plan to ensure its compliance with the order and provide a redress plan to remediate certain customers within a redress period beginning July 21, 2011 and ending December 31, 2020.

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Provision expense for the year ended December 31, 2024 was affected by the impacts of deterioration in the macroeconomic forecast for the commercial portfolio, higher period-end loan and lease balances and increases in specific reserves on individually evaluated commercial loans, partially offset by the impacts of changes in consumer loan portfolio mix, improvement in the macroeconomic forecast for the consumer loan portfolio and improvements in probability of default ratings on commercial loans.

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| Net interest income (U.S. GAAP) | | | $ | 5,630 | | | | | 5,827 | | | | | | 5,609 | | |

| Add: FTE adjustment | | | 24 | | | | | | 25 | | | | | | 16 | | |

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| Intangible assets | | | 90 | | | | | | 125 | | |

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Specific allowances on individually

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Given the diverse circumstances that necessitate the application of qualitative factors, the specific factors considered and their relative significance to the ALLL vary from period to period.

In order to assist in the assessment of the fair value of servicing rights, the Bancorp obtains external valuations of the servicing rights portfolio from

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As further discussed in Note 1 of the Notes to Consolidated Financial Statements, the Bancorp’s annual goodwill impairment test has historically been performed as of September 30 of each year.

However, in 2024, the testing was performed as of September 30 and again as of October 1 to reflect the change in date in which the Bancorp will perform its annual goodwill impairment testing in future periods.

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quarterly basis.

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The Bancorp’s Consolidated Statements of Income are presented in Item 8 of this Annual Report on Form 10-K.

The following analysis focuses on a comparison of results for the year ended December 31, 2024 with the year ended December 31, 2023.

Refer to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional information comparing the results for the year ended December 31, 2023 to the year ended December 31, 2022.

Net interest income on an FTE basis (non-GAAP) was $5.7 billion for the year ended December 31, 2024, decreasing $198 million compared to the prior year.

Net interest income for the year ended December 31, 2024 was negatively impacted by lower average loan balances as a result of actions taken in 2023 to reduce lower returning facilities as well as decreased demand.

Additionally, funding costs remained elevated as higher average market rates continued to drive deposit balance migration into higher yielding products.

OVERVIEW

The Bancorp derives the majority of its revenues within the U.S. from customers domiciled in the U.S. Revenue from foreign countries and external customers domiciled in foreign countries was immaterial to the Consolidated Financial Statements for the year ended December 31, 2023.

Current Economic Conditions

Economic growth was resilient in 2023 but managing inflation remained a top priority for FRB officials.

In response to inflationary pressures, FRB officials raised benchmark interest rates aggressively during 2022 and 2023 and have signaled that they will continue to monitor the cumulative economic effects of their policy actions, including tighter credit conditions for households and businesses, when determining future monetary actions.

Amidst the rapid pace of interest rate increases, several financial markets have experienced heightened volatility.

While interest rates may remain elevated for a sustained period of time, the FRB moved to a more balanced monetary policy stance in the later months of 2023 in response to easing inflationary pressures.

Changes in interest rates can affect numerous aspects of the Bancorp’s business and may impact the Bancorp’s future performance.

If financial markets remain volatile, this may impact the future performance of various segments of the Bancorp’s business, in addition to the value of the Bancorp’s investment securities portfolio.

The Bancorp continues to closely monitor the pace of inflation and the impacts of inflation on the broader market.

The bank failures that have occurred since March 2023 generated significant market volatility and increased regulatory and market focus on the liquidity, asset-liability management and unrealized securities losses of banks.

In response to these failures, the U.S. banking agencies

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

have proposed a number of regulatory amendments to improve the stability of U.S. banking institutions.

The Bancorp’s estimate of its allocated share of the special assessment under the provisions of the final rule was $224 million, which was recognized in earnings upon issuance of the final rule in November 2023 and will be paid to the FDIC over an anticipated total of eight quarterly assessment periods beginning with the first quarter of 2024.

For more information on current economic conditions, refer to the Credit Risk Management subsection of the Risk Management section of MD&A.

Additionally, refer to the Interest Rate and Price Risk Management and Liquidity Risk Management subsections of the Risk Management section of MD&A for additional information about the Bancorp’s interest rate risk management and liquidity risk management activities.

Proposed Updates to Regulatory Requirements for Capital and Long-Term Debt

On July 27, 2023, the U.S. banking agencies released a notice of proposed rulemaking to revise the Basel III Capital Rules, which would modify its existing risk-based capital framework for large banks and introduce a new framework that implements international capital standards.

The proposed rulemaking would increase capital requirements applicable to banking organizations with total assets of $100 billion or more, including Fifth Third, and would align the calculation of regulatory capital and the calculation of risk-weighted assets across large banking organizations.

As proposed, the rules would be effective for the Bancorp on July 1, 2025 and phased in over a three-year transition period.

The Bancorp is in the process of evaluating this proposed rulemaking and assessing its potential impact.

On August 29, 2023, the U.S. banking agencies issued a notice of proposed rulemaking to require that certain banking organizations with $100 billion or more in consolidated assets, including Fifth Third, comply with certain long-term debt requirements at the holding company and insured depository institution levels.

These proposed requirements are intended to absorb losses and recapitalize the insured depository institution in the event of the failure of a banking organization.

As proposed, the rules would be phased in over a three-year period after their effective date.

LIBOR Transition

In July 2017, the Chief Executive of the United Kingdom Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that the FCA would stop persuading or compelling banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021.

In the United States, SOFR was identified as the preferred alternative rate.

SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions.

As a secured borrowing rate, SOFR may not exhibit similar behavior in response to market and economic volatility as LIBOR, which was an unsecured rate.

As of December 31, 2023, substantially all contracts have transitioned to alternative reference rates.

The senior notes are redeemable in whole at par plus accrued and unpaid interest one year prior to their maturity date, or may be wholly or partially redeemed on or after 30 days prior to maturity.

Additionally, the senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to July 27, 2028, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, or (b) the discounted present value of the remaining scheduled payments of principal and interest that would be due if the senior notes being redeemed matured on July 27, 2028.

Automobile Loan Securitization

In a securitization transaction that occurred in August of 2023, the Bancorp transferred $1.74 billion in aggregate automobile loans to a bankruptcy remote trust which subsequently issued approximately $1.58 billion of asset-backed notes, of which approximately $79 million were retained by the Bancorp, resulting in approximately $1.5 billion of outstanding notes included in long-term debt in the Consolidated Balance Sheets.

As discussed in Note 12, the bankruptcy remote trust was deemed to be a VIE and the Bancorp, as the primary beneficiary, consolidated the VIE.

The third-party holders of the asset-backed notes do not have recourse to the general assets of the Bancorp.

As part of the transaction, the Bancorp entered into a forward contract in which the final number of shares delivered at settlement was based generally on a discount to

the average daily volume-weighted average price of the Bancorp’s common stock during the term of the repurchase agreement.

Net interest income benefited from increases in market interest rates, resulting in increases in yields on average loans and leases, average other short-term investments and average taxable securities for the year ended December 31, 2023 compared to the prior year.

Refer to page [removed: [15](#i1f68b48eea92495388df6551a4f9ea63_10)] [added: [15](#i4833cf6097c24fb59c49bcfe48f60cfd_10)] for cautionary information regarding forward-looking statements.

As of December 31, [removed: 2023,] [added: 2024,] Fifth Third had [removed: $215] [added: $213] billion in assets and operates [removed: 1,088] [added: 1,089] full-service Banking Centers and [removed: 2,104] [added: 2,080] Fifth Third branded ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia, North Carolina and South Carolina.

The Bancorp operates three main businesses: Commercial Banking, Consumer and Small Business Banking and Wealth [removed: &] [added: and] Asset Management.

Fifth Third is among the largest money managers in the Midwest and, as of December 31, [removed: 2023,] [added: 2024,] had [removed: $574] [added: $634] billion in assets under care, of which it managed [removed: $59] [added: $69] billion for individuals, corporations and not-for-profit organizations.

This includes a variety of checking, savings and money market accounts, wealth management solutions, payments and commerce solutions, [added: securities products and services,] insurance services and credit products such as commercial loans and leases, mortgage loans, credit cards, installment loans and [removed: auto loans.][added: other lending products.]

Refer to Exhibit 21 filed as an attachment to this Annual Report on Form 10-K for a list of subsidiaries of the Bancorp as of February 15, [removed: 2024.][added: 2025.]

In addition to traditional [removed: financial] [added: banking] institutions, the Bancorp competes with securities dealers, brokers, mortgage bankers, investment advisors, specialty finance, [removed: telecommunications,] [added: private credit, financial] technology and insurance [removed: companies as well as large retailers.][added: companies.]

The increasingly competitive environment is [added: primarily] a result [removed: primarily] of changes in regulation, changes in technology, product delivery systems and the accelerating pace of consolidation among financial service providers.

This strategy ensures that Fifth Third has the talent, [removed: capabilities,] [added: capabilities] and organizational structure to support business needs now and in the future.

As of December 31, [removed: 2023,] [added: 2024,] the Bancorp had [removed: 18,724] [added: 18,616] full-time equivalent employees, compared to [removed: 19,319] [added: 18,724] as of December 31, [removed: 2022.][added: 2023.]

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Fifth Third [removed: believes that an inclusive culture] is [removed: essential] [added: committed] to living its [removed: Core Values,] [added: values,] serving its customers, delivering financial performance and being recognized as a leader in building an engaging workplace.

Feedback is collected through a variety of methods, including the Employee Viewpoints [removed: Survey] [added: Survey,] which includes questions related to culture, engagement, inclusion, employee well-being, expectations and intent to stay.

The Bancorp is committed to providing competitive compensation programs that attract and retain top talent, while driving [removed: its] [added: the] business strategy and effectively managing risk.

The Bancorp’s [removed: Compensation Philosophy aligns with the creation of] [added: compensation philosophy is centered on creating] long-term shareholder value.

[removed: The Bancorp] [added: Fifth Third] continuously analyzes its compensation [removed: and benefits] programs [removed: and practices with the objective of providing] [added: to ensure] all employees [removed: with an] [added: have] equal [removed: opportunity] [added: opportunities] to maximize their potential.

The Bancorp’s focus on [removed: the Employee Value Proposition] [added: its employee value proposition] demonstrates a continued commitment to employees by developing great [removed: leaders,] [added: leaders and] evolving the employee [removed: experience, and focusing on equality, equity and inclusion.][added: experience.]

Full year turnover [removed: significantly] improved, decreasing from [removed: 21.0%] [added: 16.9%] in [removed: 2022] [added: 2023] to [removed: 16.9%] [added: 16.2%] in [removed: 2023.][added: 2024.]

The Bancorp’s [removed: focus on multicultural] recruitment [removed: strengthens] [added: strategies enhance] the organization by [removed: fostering] [added: promoting] an inclusive culture.

To attract the most talented employees, the Bancorp continues to enhance relationships with universities and partner organizations to attract top [removed: talent from various backgrounds including women, minorities, individuals with disabilities, veterans and LGBTQ+ individuals.][added: talent.]

Creating and developing an inclusive workforce is important for the Bancorp’s business growth, leading to enhanced innovation while focusing on the needs of [removed: our] [added: its] customers.

The Bancorp’s strategy for growth includes strengthening its presence in core [added: markets, expanding its presence in high-growth] markets and broadening its product [removed: offerings while taking into account the integration and other risks of growth.][added: offerings.]

While the regulatory environment has recently been in a period of [removed: rebalancing the post financial crisis framework,] [added: rebalancing,] the Bancorp expects that its business will remain subject to extensive regulation and supervision.

The EGRRCPA’s increased asset thresholds took effect immediately for BHCs with total consolidated assets less than $100 billion, with the exception of risk committee requirements, which now apply to [removed: publicly-traded] [added: publicly traded] BHCs with $50 billion or more of consolidated assets.

The federal and state laws and regulations that are applicable to banks and to BHCs regulate, among other matters, the scope of the Bancorp’s and the Bank’s businesses, their activities, their investments, their capital and liquidity levels, their ability to make capital distributions (such as share repurchases and dividends), their reserves against deposits, the timing of the availability of deposited funds, the amount of loans to individual and related borrowers and the nature, the amount of and collateral for certain [removed: loans,] [added: loans] and the amount of interest that may be charged on loans, as applicable.

Under federal law, there are various limitations on the extent to which the Bank can declare and pay dividends to the Bancorp, including those related to regulatory capital requirements, general regulatory oversight to prevent unsafe or unsound [removed: practices,] [added: practices] and federal banking law requirements concerning the payment of dividends out of net profits, [removed: surplus,] [added: surplus] and available earnings.

[removed: U.S.] [added: United States (“U.S.”)] banking regulators may require a BHC to make capital injections into a troubled subsidiary bank and may charge the BHC with engaging in unsafe and unsound practices if the BHC fails to commit resources to such a subsidiary bank or if it undertakes actions that the FRB believes might jeopardize the BHC’s ability to commit resources to such subsidiary bank.

The [removed: DIF] [added: Deposit Insurance Fund (“DIF”)] provides insurance coverage for certain deposits, up to a standard maximum deposit insurance amount of $250,000 per depositor per account ownership category per bank and is funded through assessments on insured depository institutions, based on the risk each institution poses to the DIF.

On October 18, 2022, the FDIC adopted an amended restoration plan to increase the likelihood that the reserve [removed: ratio would be restored to at least 1.35% by September 30, 2028.]

In [removed: November] [added: response to the bank failures that occurred in the first half of] 2023, the FDIC issued a final rule for a special deposit insurance assessment on banking organizations with greater than $5 billion in assets to recover the [removed: costs] [added: losses to the DIF] associated with protecting uninsured [removed: depositors following the bank failures that occurred in 2023.][added: depositors.]

Federal banking laws also place similar restrictions on loans and other extensions of credit by FDIC-insured banks, such as the Bank, and their subsidiaries to their directors, executive [removed: officers,] [added: officers] and principal shareholders.

For purposes of CRA examinations, the OCC rates each institution’s compliance with the CRA as “Outstanding,” “Satisfactory,” “Needs to Improve” or “Substantial Noncompliance.” The [removed: Bank received an “Outstanding” rating on its] [added: Bank’s] most [removed: recent] [added: recently received] CRA performance [removed: examination] [added: rating] from the [removed: OCC.][added: OCC was Outstanding.]

On October 24, 2023, the OCC, [removed: FRB,] [added: FRB] and FDIC issued a final rule to modernize their respective CRA regulations.

Among other things, the revised rules evaluate lending outside traditional assessment areas generated by the growth of non-branch delivery systems, such as online and mobile banking, apply a metrics-based benchmarking approach to [removed: assessment,] [added: assessment] and clarify eligible CRA activities.

Under the Capital Rules, the Bancorp’s and the Bank’s assets, [removed: exposures,] [added: exposures] and certain off-balance sheet items are subject to risk weights used to determine the institutions’ risk-weighted assets pursuant to the federal banking agencies’ Standardized Approach to risk-weighting of assets.

CET1 capital primarily includes common shareholders’ equity subject to certain regulatory adjustments and deductions, including with respect to goodwill, intangible assets, certain deferred tax [removed: assets,] [added: assets] and accumulated other comprehensive income (“AOCI”).

The advanced approaches to regulatory capital are generally required for large, internationally active banking organizations including those designated as global systemically important [removed: bank holding companies] [added: BHCs] and those with total assets or cross-jurisdictional activity in excess of certain thresholds.

- Total Risk-Based Capital Ratio, equal to the ratio of total capital, including CET1 capital, Tier 1 [removed: capital,] [added: capital] and Tier 2 capital, to risk-weighted assets.

Tier 2 capital primarily includes qualifying subordinated debt and qualifying allowance for [removed: loan and lease] [added: credit] losses [removed: (“ALLL”).][added: (“ACL”).]

- Leverage Ratio, equal to the ratio of Tier 1 capital to quarterly average assets (net of goodwill, certain other intangible [removed: assets,] [added: assets] and certain other deductions).

[removed: An] [added: Under the Capital Rules, an] institution’s eligible retained income, when considered in conjunction with capital ratios and the stress capital buffer, provides limitations on capital distributions (including dividends and share repurchases) and certain executive compensation arrangements for the quarter following the calculation.

These employees support the organization’s ambition and purpose by upholding its values by committing to excellence, being connected and acting with creativity and courage.

In response to employee feedback, Fifth Third continued its focus on career mobility with enhanced tools to support internal career pathing.

This includes a robust suite of learning resources covering several areas, including leadership and professional development to foster learning and career advancement across the employee population.

In 2024, employees engaged in over 255,000 hours of discretionary learning.

Several new initiatives were introduced, including a comprehensive onboarding program for new managers, a high performing program for senior leaders, and new offerings aimed at developing the professional and leadership skills necessary to build a strong pipeline of leaders.

Fifth Third leaders engaged in 2,800 different development offerings.

Fifth Third’s commitment to compliance and risk management also remains strong, with all employees and contingent workers completing more than 475,000 course hours on these topics.

Fifth Third’s compensation programs are designed to reward performance and align with regulatory expectations while reflecting the Bancorp’s values and behavioral standards.

Fifth Third’s comprehensive benefits program is designed to address the personal and professional needs of employees and their families.

In addition to traditional benefits offerings, the Bancorp provides comprehensive support with unique programs focused on the financial, physical, emotional and social well-being of employees.

In order to take into account the integration and other risks, the Bancorp conducts due diligence to evaluate and identify the risks associated with possible transactions.

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ratio would be restored to at least 1.35% by September 30, 2028.

As of December 31, 2024, the Bancorp’s estimate of its allocation of the special assessment was $252 million, based on the most recent information provided by the FDIC.

As a result of this special assessment, the Bancorp recorded expense of $28 million and $224 million during the years ended December 31, 2024 and 2023, respectively, related to this estimate.

The Bancorp currently expects to pay the special assessment to the FDIC over a total of ten quarterly assessment periods, which began with the first quarter of 2024.

The estimate of the cost associated with protecting the uninsured depositors will continue to be subject to periodic adjustment until the final loss amount is determined by the FDIC.

The revised CRA regulations have been subject to an injunction since March 29, 2024.

The effective dates will be extended for each day the injunction remains in place, pending the resolution of the lawsuit.

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As of December 31, 2024, the Bancorp was not subject to these limitations.

Effective January 1, 2020, the Bancorp elected the five-year transition phase-in option for the impact of ASU 2016-13 (“CECL”) on regulatory capital.

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As a result of the EPS Tailoring Rule, Category IV BHCs, including the Bancorp, are no longer required to conduct and disclose the results of company-run stress tests and are subject to the supervisory stress test process every two years.

The Bancorp’s most recent required assessment was completed in 2024.

The Bancorp’s stress capital buffer under the FRB severely adverse scenario was 3.2% as of December 31, 2024 and 2.5% as of December 31, 2023.

For more information related to cybersecurity, refer to Part I, Item 1C of this report.

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The FRB and FDIC have previously required certain BHCs and banking institutions to periodically submit resolution plans discussing how a company or institution could be rapidly and orderly resolved in the event of material financial distress or failure.

The Bancorp, as a BHC with less than $250 billion of assets, is no longer subject to the FRB’s resolution plan requirements.

However, the Bank is still subject to resolution planning requirements enacted by the FDIC.

In 2021, the FDIC provided implementation guidance on certain aspects of its resolution plan rule and the Bank submitted a resolution plan to the FDIC by the December 1, 2022 deadline, as required under that guidance.

In June 2024, the FDIC board approved a final rule to amend its resolution plan requirements that largely apply to insured depository institutions with more than $100 billion in assets, including the Bank.

This rule requires submission of comprehensive resolution plans that meet enhanced standards every three years, and interim submissions in intervening years.

The final rule took effect on October 1, 2024, and the Bank’s first submission under the new requirements is due on or before July 1, 2025.

*Recovery Planning*

On October 21, 2024, the OCC amended its enforceable Recovery Planning Guidelines to apply to banks with at least $100 billion in assets, such as the Bank, effective January 1, 2025, subject to a twelve-month compliance period.

Broadly, the guidelines require a recovery plan that includes indicators of the risk or existence of severe stress that reflect the Bank’s particular vulnerabilities, credible options the Bank could undertake in response to restore its financial strength and viability and an assessment and description of how these options would affect the Bank.

These employees support the organization’s vision to be the One Bank people most value and trust by upholding its four Core Values: Be Respectful & Inclusive, Take Accountability, Work as One Bank and Act with Integrity.

*Equality, Equity and Inclusion*

As of December 31, 2023, the Bancorp’s employees were approximately 57% female and approximately 29% persons of color: 71% White, 13% Black/African American, 8% Hispanic/Latino, 6% Asian, and 2% Other.

The Bancorp has embedded approaches that continue to drive strategies across several key workstreams that focus on employees, customers, and the community.

To support its commitment, the Bancorp has invested in the ongoing growth and expansion of its nine employee Business Resource Groups (“BRGs”).

All employees regardless of background may join any BRG.

Each BRG focuses on three pillars: employee development, community involvement/volunteerism and business innovation.

BRGs across the footprint share best practices, embedding specific actions and activities to progress a culture of belonging and engagement.

In 2023, employees completed over 779,000 training hours.

In addition, the Bancorp requires all employees and contingent workers to complete compliance courses that support strong risk management behaviors and accountability.

Compensation programs are designed to pay for performance and consider applicable regulatory expectations, corporate values and behavioral expectations.

Although not a nationwide requirement, Fifth Third recognizes a footprint-wide salary history ban and does not ask for a candidate’s current salary to use as a factor in determining an employment offer.

The Bancorp offers a holistic suite of benefits that demonstrates its commitment to its employees’ physical, financial and personal health and well-being.

In addition to traditional benefit offerings, the Bancorp offers a 401(k) retirement program that pays a match up to 7% of an employee’s eligible compensation, parental bonding leave, telemedicine services and tools that help find the highest quality and lowest cost treatment options.

These services assist employees in maintaining a healthy work-life balance.

In 2023, the Bancorp transitioned to a new paid time off structure that provides employees more control and flexibility to manage their time away, which includes paid time off for volunteering.

In addition, the Bancorp enhanced its wellness offerings and resources to support employees and their families.

The Bancorp evaluates strategic acquisition and investment opportunities and conducts due diligence activities in connection with possible transactions.

Both the scope of the laws and regulations and the intensity of the supervision to which the Bancorp and its subsidiaries are subject increased in response to the financial crisis, as well as other factors, such as technological and market changes.

Regulatory enforcement and fines have also increased across the banking and financial services sector.

Many of these changes have occurred as a result of Dodd-Frank and its implementing regulations, most of which are now in place.

The estimate of the Bancorp’s special assessment under the provisions of the final rule was $224 million, which was recognized in earnings upon issuance of the final rule and will be paid to the FDIC over an anticipated total of eight quarterly assessment periods beginning with the first quarter of 2024.

The FDIC could further increase the deposit insurance assessments for certain insured depository institutions, including the Bank, if the DIF reserve ratio is not restored as projected.

In August 2020, the U.S. federal banking agencies adopted a final rule altering the definition of eligible retained income in their respective capital rules.

Under the new rule, eligible retained income is the greater of a firm’s (i) net income for the four preceding calendar quarters, net of any distributions and associated tax effects not already reflected in net income, and (ii) average net income over the preceding four quarters.

As of December 31, 2023, the Bancorp was permitted to use 100% of its eligible retained income for these purposes in the first quarter of 2024.

In addition, in December 2018, the U.S. federal banking agencies finalized rules that would permit BHCs and banks to phase-in, for regulatory capital purposes, the day-one impact of ASU 2016-13 (“CECL”) on retained earnings over a period of three years.

As part of their response to the COVID-19 pandemic, the U.S. federal banking agencies issued another final rule for additional transitional relief to regulatory capital related to the impact of the adoption of CECL.

The final rule provides banking organizations that adopted CECL in the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital, followed by the aforementioned three-year transition period to phase out the aggregate amount of benefit during the initial two-year delay for a total five-year transition.

*Proposed Updates to Regulatory Requirements for Capital*

On July 27, 2023, the U.S. banking agencies released a notice of proposed rulemaking to revise the Basel III Capital Rules, which would modify its existing risk-based capital framework for large banks and introduce a new framework that implements international capital standards.

The proposed rulemaking would increase capital requirements applicable to banking organizations with total assets of $100 billion or more, including Fifth Third, and would align the calculation of regulatory capital and the calculation of risk-weighted assets across large banking organizations.

As proposed, the rules would be effective for the Bancorp on July 1, 2025 and phased in over a three-year transition period.

The Bancorp is in the process of evaluating this proposed rulemaking and assessing its potential impact.

*Liquidity Regulation*

As a result of the Tailoring Rules, the Bancorp, as a Category IV banking organization, is exempt from the liquidity coverage ratio requirement but remains subject to internal liquidity stress tests and standards.

Among other changes, the revised capital plan rule also eliminated the assumption that the Bancorp’s balance sheet assets would increase over the planning horizon.

In addition, provided that the Bancorp is otherwise in compliance with automatic restrictions on distributions under the Capital Rules, the Bancorp is no longer required to seek prior approval to make capital distributions in excess of those included in its capital plan.

The Bancorp is required to provide the FRB notice within 15 days after making any capital distributions in excess of those included in its capital plan.

As a result of the EPS Tailoring Rule, the Bancorp is subject to a quantitative assessment of capital through supervisory stress tests every two years, with the next required assessment in 2024.

[Table of [removed: Contents](#i1f68b48eea92495388df6551a4f9ea63_52)][added: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)]

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

There were [removed: 681,221,886] [added: 665,618,316] shares of the Bancorp’s Common Stock, without par value, outstanding as of January 31, [removed: 2024.][added: 2025.]

The Aggregate Market Value of the Voting Stock held by non-affiliates of the Bancorp was [removed: $15,509,992,776] [added: $21.7 billion] as of June 30, [removed: 2023.][added: 2024.]

Sections of the Bancorp’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

Only those sections of this [removed: 2023] [added: 2024] Annual Report to Shareholders that are specified in this Cross Reference Index constitute part of the registrant’s Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]

No other information contained in this [removed: 2023] [added: 2024] Annual Report to Shareholders shall be deemed to constitute any part of this Form 10-K nor shall any such information be incorporated into the Form 10-K and shall not be deemed “filed” as part of the registrant’s Form 10-K.

| Item 1. | | | [removed: [Business](#i1f68b48eea92495388df6551a4f9ea63_16)] [added: [Business](#i4833cf6097c24fb59c49bcfe48f60cfd_16)] | | | [removed: [16](#i1f68b48eea92495388df6551a4f9ea63_16)] [added: [16](#i4833cf6097c24fb59c49bcfe48f60cfd_16)] | | |

| | | | [Average Balance [removed: Sheets](#i8947474c25204b0bbd84cf5ac022d3f2_0-0-1-12-665080)] [added: Sheets](#i6374a73bf2554c948c7587f6f279213a_0-0-53-12-985908)] | | | [removed: [62](#i8947474c25204b0bbd84cf5ac022d3f2_0-0-1-12-665080)] [added: [58](#i6374a73bf2554c948c7587f6f279213a_0-0-53-12-985908)] | | |

| | | | [Analysis of Net Interest Income and Net Interest Income [removed: Changes](#i1f68b48eea92495388df6551a4f9ea63_79)] [added: Changes](#i4833cf6097c24fb59c49bcfe48f60cfd_79)] | | | [removed: [61](#i1f68b48eea92495388df6551a4f9ea63_79)] [added: [57](#i4833cf6097c24fb59c49bcfe48f60cfd_79)] | | |

| | | | [Investment Securities [removed: Portfolio](#i1f68b48eea92495388df6551a4f9ea63_121)] [added: Portfolio](#i4833cf6097c24fb59c49bcfe48f60cfd_121)] | | | [removed: [76](#i1f68b48eea92495388df6551a4f9ea63_121), [134](#i1f68b48eea92495388df6551a4f9ea63_208)] [added: [70](#i4833cf6097c24fb59c49bcfe48f60cfd_121), [127](#i4833cf6097c24fb59c49bcfe48f60cfd_208)] | | |

| | | | [Loan and Lease [removed: Portfolio](#i1f68b48eea92495388df6551a4f9ea63_118)] [added: Portfolio](#i4833cf6097c24fb59c49bcfe48f60cfd_118)] | | | [removed: [75](#i1f68b48eea92495388df6551a4f9ea63_118), [137](#i1f68b48eea92495388df6551a4f9ea63_211)] [added: [69](#i4833cf6097c24fb59c49bcfe48f60cfd_118), [130](#i4833cf6097c24fb59c49bcfe48f60cfd_211)] | | |

| | | | [Risk Elements of Loan and Lease [removed: Portfolio](#i1f68b48eea92495388df6551a4f9ea63_136)] [added: Portfolio](#i4833cf6097c24fb59c49bcfe48f60cfd_136)] | | | [removed: [83](#i9be786e94af3459fb1982e0cd95e16a8_23475)] [added: [77](#i4833cf6097c24fb59c49bcfe48f60cfd_136)] | | |

| | | | [removed: [Deposits](#i1f68b48eea92495388df6551a4f9ea63_127)] [added: [Deposits](#i4833cf6097c24fb59c49bcfe48f60cfd_127)] | | | [removed: [78](#i1f68b48eea92495388df6551a4f9ea63_127)] [added: [73](#i4833cf6097c24fb59c49bcfe48f60cfd_127)] | | |

| | | | [Return on Equity and [removed: Assets](#ic72d4672d50e4f1980a0c0ec1e5cdc13_0-0-1-6-667308)] [added: Assets](#ieee4c8c9ed754d09aab75b8ebae83f67_26812)] | | | [removed: [52](#ic72d4672d50e4f1980a0c0ec1e5cdc13_0-0-1-6-667308)] [added: [49](#ieee4c8c9ed754d09aab75b8ebae83f67_26812)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i1f68b48eea92495388df6551a4f9ea63_19)] [added: Factors](#i4833cf6097c24fb59c49bcfe48f60cfd_19)] | | | [removed: [27](#i1f68b48eea92495388df6551a4f9ea63_19)] [added: [25](#i4833cf6097c24fb59c49bcfe48f60cfd_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i1f68b48eea92495388df6551a4f9ea63_28)] [added: Comments](#i4833cf6097c24fb59c49bcfe48f60cfd_25)] | | | [removed: [42](#i1f68b48eea92495388df6551a4f9ea63_28)] [added: [39](#i4833cf6097c24fb59c49bcfe48f60cfd_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i1f68b48eea92495388df6551a4f9ea63_2413)] [added: [Cybersecurity](#i4833cf6097c24fb59c49bcfe48f60cfd_28)] | | | [removed: [42](#i1f68b48eea92495388df6551a4f9ea63_2413)] [added: [39](#i4833cf6097c24fb59c49bcfe48f60cfd_28)] | | |

| Item 2. | | | [removed: [Properties](#i1f68b48eea92495388df6551a4f9ea63_31)] [added: [Properties](#i4833cf6097c24fb59c49bcfe48f60cfd_31)] | | | [removed: [43](#i1f68b48eea92495388df6551a4f9ea63_31)] [added: [40](#i4833cf6097c24fb59c49bcfe48f60cfd_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i1f68b48eea92495388df6551a4f9ea63_34)] [added: Proceedings](#i4833cf6097c24fb59c49bcfe48f60cfd_34)] | | | [removed: [43](#i1f68b48eea92495388df6551a4f9ea63_34)] [added: [40](#i4833cf6097c24fb59c49bcfe48f60cfd_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i1f68b48eea92495388df6551a4f9ea63_37)] [added: Disclosures](#i4833cf6097c24fb59c49bcfe48f60cfd_37)] | | | [removed: [43](#i1f68b48eea92495388df6551a4f9ea63_37)] [added: [40](#i4833cf6097c24fb59c49bcfe48f60cfd_37)] | | |

| | | | [Information about our Executive [removed: Officers](#i1f68b48eea92495388df6551a4f9ea63_40)] [added: Officers](#i4833cf6097c24fb59c49bcfe48f60cfd_40)] | | | [removed: [44](#i1f68b48eea92495388df6551a4f9ea63_40)] [added: [41](#i4833cf6097c24fb59c49bcfe48f60cfd_40)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1f68b48eea92495388df6551a4f9ea63_46)] [added: Securities](#i4833cf6097c24fb59c49bcfe48f60cfd_46)] | | | [removed: [46](#i1f68b48eea92495388df6551a4f9ea63_46)] [added: [43](#i4833cf6097c24fb59c49bcfe48f60cfd_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1f68b48eea92495388df6551a4f9ea63_61)] [added: Operations](#i4833cf6097c24fb59c49bcfe48f60cfd_61)] | | | [removed: [50](#i1f68b48eea92495388df6551a4f9ea63_61)] [added: [47](#i4833cf6097c24fb59c49bcfe48f60cfd_61)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i1f68b48eea92495388df6551a4f9ea63_172)] [added: Risk](#i4833cf6097c24fb59c49bcfe48f60cfd_172)] | | | [removed: [109](#i1f68b48eea92495388df6551a4f9ea63_172)] [added: [105](#i4833cf6097c24fb59c49bcfe48f60cfd_172)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i1f68b48eea92495388df6551a4f9ea63_172)] [added: Data](#i4833cf6097c24fb59c49bcfe48f60cfd_172)] | | | [removed: [109](#i1f68b48eea92495388df6551a4f9ea63_172)] [added: [105](#i4833cf6097c24fb59c49bcfe48f60cfd_172)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1f68b48eea92495388df6551a4f9ea63_298)] [added: Disclosure](#i4833cf6097c24fb59c49bcfe48f60cfd_301)] | | | [removed: [211](#i1f68b48eea92495388df6551a4f9ea63_298)] [added: [202](#i4833cf6097c24fb59c49bcfe48f60cfd_301)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i1f68b48eea92495388df6551a4f9ea63_301)] [added: Procedures](#i4833cf6097c24fb59c49bcfe48f60cfd_304)] | | | [removed: [211](#i1f68b48eea92495388df6551a4f9ea63_301)] [added: [202](#i4833cf6097c24fb59c49bcfe48f60cfd_304)] | | |

| Item 9B. | | | [Other [removed: Information](#i1f68b48eea92495388df6551a4f9ea63_307)] [added: Information](#i4833cf6097c24fb59c49bcfe48f60cfd_310)] | | | [removed: [213](#i1f68b48eea92495388df6551a4f9ea63_307)] [added: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_310)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i1f68b48eea92495388df6551a4f9ea63_310)] [added: Inspection](#i4833cf6097c24fb59c49bcfe48f60cfd_313)] | | | [removed: [213](#i1f68b48eea92495388df6551a4f9ea63_310)] [added: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_313)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1f68b48eea92495388df6551a4f9ea63_316)] [added: Governance](#i4833cf6097c24fb59c49bcfe48f60cfd_319)] | | | [removed: [213](#i1f68b48eea92495388df6551a4f9ea63_316)] [added: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_319)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i1f68b48eea92495388df6551a4f9ea63_319)] [added: Compensation](#i4833cf6097c24fb59c49bcfe48f60cfd_322)] | | | [removed: [213](#i1f68b48eea92495388df6551a4f9ea63_319)] [added: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_322)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1f68b48eea92495388df6551a4f9ea63_322)] [added: Matters](#i4833cf6097c24fb59c49bcfe48f60cfd_325)] | | | [removed: [213](#i1f68b48eea92495388df6551a4f9ea63_322)] [added: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_325)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1f68b48eea92495388df6551a4f9ea63_325)] [added: Independence](#i4833cf6097c24fb59c49bcfe48f60cfd_328)] | | | [removed: [214](#i1f68b48eea92495388df6551a4f9ea63_325)] [added: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_328)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i1f68b48eea92495388df6551a4f9ea63_328)] [added: Services](#i4833cf6097c24fb59c49bcfe48f60cfd_331)] | | | [removed: [214](#i1f68b48eea92495388df6551a4f9ea63_328)] [added: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_331)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i1f68b48eea92495388df6551a4f9ea63_334)] [added: Schedules](#i4833cf6097c24fb59c49bcfe48f60cfd_337)] | | | [removed: [215](#i1f68b48eea92495388df6551a4f9ea63_334)] [added: [205](#i4833cf6097c24fb59c49bcfe48f60cfd_337)] | | |

| Item 16. | | | [Form 10–K [removed: Summary](#i1f68b48eea92495388df6551a4f9ea63_337)] [added: Summary](#i4833cf6097c24fb59c49bcfe48f60cfd_340)] | | | [removed: [219](#i1f68b48eea92495388df6551a4f9ea63_337)] [added: [209](#i4833cf6097c24fb59c49bcfe48f60cfd_340)] | | |

Factors that might cause such a difference include, but are not limited to: (1) deteriorating credit quality; (2) loan concentration by location or industry of borrowers or collateral; (3) problems encountered by other financial institutions; (4) inadequate sources of funding or liquidity; (5) unfavorable actions of rating agencies; (6) inability to maintain or grow deposits; (7) limitations on the ability to receive dividends from subsidiaries; (8) cyber-security risks; (9) Fifth Third’s ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; (10) failures by third-party service providers; (11) inability to manage strategic initiatives and/or organizational changes; (12) inability to implement technology system [removed: enhancements;] [added: enhancements, including the use of artificial intelligence;] (13) failure of internal controls and other risk management programs; (14) losses related to fraud, theft, misappropriation or violence; (15) inability to attract and retain skilled personnel; (16) adverse impacts of government regulation; (17) governmental or regulatory changes or other actions; (18) failures to meet applicable capital requirements; (19) regulatory objections to Fifth Third’s capital plan; (20) regulation of Fifth Third’s derivatives activities; (21) deposit insurance premiums; (22) assessments for the orderly liquidation fund; (23) weakness in the national or local economies; (24) global political and economic uncertainty or negative actions; (25) changes in interest rates and the effects of inflation; (26) changes and trends in capital markets; (27) fluctuation of Fifth Third’s stock price; (28) volatility in mortgage banking revenue; (29) litigation, investigations, and enforcement [removed: proceedings by governmental authorities;] [added: proceedings;] (30) breaches of contractual covenants, representations and warranties; (31) competition and changes in the financial services industry; (32) potential impacts of the adoption of real-time payment networks; (33) changing retail distribution strategies, customer preferences and behavior; (34) difficulties in identifying, acquiring or integrating suitable strategic partnerships, investments or acquisitions; (35) potential dilution from future acquisitions; (36) loss of income and/or difficulties encountered in the sale and separation of businesses, investments or other assets; (37) results of investments or acquired entities; (38) changes in accounting standards or interpretation or declines in the value of Fifth Third’s goodwill or other intangible assets; (39) inaccuracies or other failures from the use of models; (40) effects of critical accounting policies and judgments or the use of inaccurate estimates; (41) weather-related events, other natural disasters, or health emergencies (including pandemics); (42) the impact of reputational risk created by these or other developments on such matters as business generation and retention, funding and liquidity; (43) changes in law or requirements imposed by Fifth Third’s regulators impacting our capital actions, including dividend payments and stock repurchases; and (44) Fifth Third’s ability to meet its environmental and/or social targets, goals and commitments.

Fifth Third Bancorp

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

| | | | [Employees](#i27edfb00d748415098c2de5ed3cb2f0e_91593) | | | [16](#i27edfb00d748415098c2de5ed3cb2f0e_91594), [62](#idd394e82ca064c74ad8013dfea03f80f_23039) | | |

| | | | [Segment Information](#i4833cf6097c24fb59c49bcfe48f60cfd_94) | | | [64](#i4833cf6097c24fb59c49bcfe48f60cfd_94), [198](#i3058f78171a944bc931c4784143d17df_30339) | | |

| | | | [Short-term Borrowings](#i4833cf6097c24fb59c49bcfe48f60cfd_130) | | | [75](#i36245aefc8454e63baa5705fa83afea4_11058), [162](#i4833cf6097c24fb59c49bcfe48f60cfd_247) | | |

| SIGNATURES | | | | | | [210](#i4833cf6097c24fb59c49bcfe48f60cfd_343) | | |

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

| | | | [Employees](#i1f68b48eea92495388df6551a4f9ea63_16) | | | [16](#iccba0c9bf94c49ffa5a7c9a2cd90b823_141713), [67](#i15312f3c74d04e959cfccc1f737ca3ef_12467) | | |

| | | | [Segment Information](#i1f68b48eea92495388df6551a4f9ea63_94) | | | [69](#i1f68b48eea92495388df6551a4f9ea63_94), [207](#i1f68b48eea92495388df6551a4f9ea63_292) | | |

| | | | [Short-term Borrowings](#i1f68b48eea92495388df6551a4f9ea63_130) | | | [80](#i1f68b48eea92495388df6551a4f9ea63_130), [169](#i1f68b48eea92495388df6551a4f9ea63_244) | | |

| SIGNATURES | | | | | | [220](#i1f68b48eea92495388df6551a4f9ea63_340) | | |

As of December 31, [removed: 2023,] [added: 2024,] the Bancorp is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect Fifth Third, including its business strategies, results of operations or financial condition.

The Bancorp maintains a variety of programs and policies to support the management of cybersecurity risk within the organization with a focus on prevention, detection and [removed: recovery] [added: response] processes.

The Bancorp’s Information Technology [removed: (IT)] [added: (“IT”)] and Information Security [removed: (IS)] [added: (“IS”)] teams have the primary responsibility for establishing appropriate policies and procedures that are responsive to cybersecurity threats and other information security risks.

The Bancorp’s Information Technology and Cybersecurity Risk Management [removed: (IT CSRM)] [added: (“IT CSRM”)] team, as part of the Bancorp’s Risk Management division, provides independent risk management oversight to those IT and IS teams.

As part of this framework, the IT CSRM team maintains the Bancorp’s IT CSRM Program, which is designed to identify, assess, manage, [removed: monitor,] [added: monitor] and report cybersecurity risks as part of the Bancorp’s independent risk management function.

[removed: *42] [added: *39] Fifth Third Bancorp*

[Table of [removed: Contents](#i1f68b48eea92495388df6551a4f9ea63_52)][added: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)]

The Bancorp’s Information Security Governance Committee [removed: (ISGC)] [added: (“ISGC”)] is a management committee that reviews and discusses critical information security risks that impact the Bancorp, identifies solutions to address these risks and has oversight of the Bancorp’s information technology and information security policies.

The ISGC provides cybersecurity reports periodically to the Risk and Compliance Committee and is comprised of the Bancorp’s senior information security, information technology and enterprise risk management leaders, including the Chief Information Security Officer [removed: (CISO),] [added: (“CISO”),] Chief Information Officer, Chief Technology [added: & Information Security] Officer, Chief Data Officer and Chief Operational Risk Officer.

The Bancorp’s CISO reports to the Chief [added: Technology &] Information [added: Security] Officer.

The ISGC’s membership enables the ISGC to be informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents, if any, in accordance with the Bancorp’s incident response plans.

At December 31, [removed: 2023,] [added: 2024,] the Bancorp, through its banking and non-banking subsidiaries, operated [removed: 1,088] [added: 1,089] banking centers, of which [removed: 727] [added: 716] were owned, [removed: 192] [added: 186] were leased and [removed: 169] [added: 187] were in owned buildings but on leased land.

[removed: *43] [added: *40] Fifth Third Bancorp*

[Table of [removed: Contents](#i1f68b48eea92495388df6551a4f9ea63_52)][added: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)]

The names, ages and positions of the Executive Officers of the Bancorp as of February [removed: 27, 2024] [added: 24, 2025] are listed below along with their business experience during the past five years:

Mr. [removed: Hazel] [added: Lopper] has been [removed: an Executive] [added: a Senior] Vice President [removed: of the Bancorp] since [removed: September 2021.][added: 2012.]

Previously, [removed: Mr. Hazel] [added: he] was [removed: the] Assistant Bancorp Controller from [removed: 2006 to] 2010 [removed: and was the Controller of Nonbank entities from 2003] to [removed: 2006.][added: 2024.]

Previously, Mr. Shaffer was Chief Human [removed: Resource] [added: Resources] Officer from February 2017 to November 2020 and Chief Auditor from August 2007 to February 2017.

[removed: *44] [added: *41] Fifth Third Bancorp*

[removed: *45] [added: *42] Fifth Third Bancorp*

Spence, 46.

Garrett, 66.

Gibson, 53.

Lavender, 63.

Leonard, 55.

Jeffrey A.

Lopper, 51.

Senior Vice President and Chief Accounting Officer since October 2024.

Prior to that, since 2000, he has held various positions within Fifth Third’s finance division.

Pinckney, 61.

Preston, 48.

Schramm, 52.

Shaffer, 55.

Stevens, 50.

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

Zaunbrecher, 65.

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

Spence, 45.

Garrett, 65.

Gibson, 52.

Mark D.

Hazel, 58.

Executive Vice President and Controller of the Bancorp since February 2010.

Lavender, 62.

Leonard, 54.

Pinckney, 60.

Preston, 47.

Schramm, 51.

Shaffer, 54.

Stevens, 49.

Zaunbrecher, 64.

Additionally, as of December 31, [removed: 2023,] [added: 2024,] the Bancorp had [removed: 32,995] [added: 30,820] common shareholders of record.

[removed: *(a)Shares] [added: *(a)Includes 156,597 shares] repurchased during the [removed: periods presented were] [added: fourth quarter of 2024] in connection with various employee compensation [removed: plans.][added: plans of the Bancorp.]

[Table of [removed: Contents](#i1f68b48eea92495388df6551a4f9ea63_52)][added: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)]

The graphs below summarize the cumulative return experienced by the Bancorp’s shareholders over the five and ten year periods ended December 31, [removed: 2023,] [added: 2024,] respectively, compared to the S&P 500 Stock, the S&P Banks and the KBW Banks indices.

[removed: ][added: ]

[removed: ][added: ]

[removed: *47] [added: *43] Fifth Third Bancorp*

[removed: ][added: ]

[removed: 2023] [added: 2024] ANNUAL REPORT

| [Glossary of Abbreviations and [removed: Acronyms](#i1f68b48eea92495388df6551a4f9ea63_58)] [added: Acronyms](#i4833cf6097c24fb59c49bcfe48f60cfd_58)] | | | | | | | | | [removed: [49](#i1f68b48eea92495388df6551a4f9ea63_58)] [added: [46](#i4833cf6097c24fb59c49bcfe48f60cfd_58)] | | |

| [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1f68b48eea92495388df6551a4f9ea63_61)] [added: Operations](#i4833cf6097c24fb59c49bcfe48f60cfd_61)] | | | | | | | | | | | |

| [Non-GAAP Financial [removed: Measures](#i1f68b48eea92495388df6551a4f9ea63_67)] [added: Measures](#i4833cf6097c24fb59c49bcfe48f60cfd_67)] | | | | | | | | | [removed: [54](#i1f68b48eea92495388df6551a4f9ea63_67)] [added: [51](#i4833cf6097c24fb59c49bcfe48f60cfd_67)] | | |

| [Recent Accounting [removed: Standards](#i1f68b48eea92495388df6551a4f9ea63_70)] [added: Standards](#i4833cf6097c24fb59c49bcfe48f60cfd_70)] | | | | | | | | | [removed: [56](#i1f68b48eea92495388df6551a4f9ea63_70)] [added: [53](#i4833cf6097c24fb59c49bcfe48f60cfd_70)] | | |

| [Critical Accounting [removed: Policies](#i1f68b48eea92495388df6551a4f9ea63_73)] [added: Policies](#i4833cf6097c24fb59c49bcfe48f60cfd_73)] | | | | | | | | | [removed: [56](#i1f68b48eea92495388df6551a4f9ea63_73)] [added: [53](#i4833cf6097c24fb59c49bcfe48f60cfd_73)] | | |

| [Statements of Income [removed: Analysis](#i1f68b48eea92495388df6551a4f9ea63_76)] [added: Analysis](#i4833cf6097c24fb59c49bcfe48f60cfd_76)] | | | | | | | | | [removed: [61](#i1f68b48eea92495388df6551a4f9ea63_76)] [added: [57](#i4833cf6097c24fb59c49bcfe48f60cfd_76)] | | |

| [Business Segment [removed: Review](#i1f68b48eea92495388df6551a4f9ea63_94)] [added: Review](#i4833cf6097c24fb59c49bcfe48f60cfd_94)] | | | | | | | | | [removed: [69](#i1f68b48eea92495388df6551a4f9ea63_94)] [added: [64](#i4833cf6097c24fb59c49bcfe48f60cfd_94)] | | |

| [Balance Sheet [removed: Analysis](#i1f68b48eea92495388df6551a4f9ea63_115)] [added: Analysis](#i4833cf6097c24fb59c49bcfe48f60cfd_115)] | | | | | | | | | [removed: [75](#i1f68b48eea92495388df6551a4f9ea63_115)] [added: [69](#i4833cf6097c24fb59c49bcfe48f60cfd_115)] | | |

| [Risk Management - [removed: Overview](#i1f68b48eea92495388df6551a4f9ea63_133)] [added: Overview](#i4833cf6097c24fb59c49bcfe48f60cfd_133)] | | | | | | | | | [removed: [82](#i1f68b48eea92495388df6551a4f9ea63_133)] [added: [76](#i4833cf6097c24fb59c49bcfe48f60cfd_133)] | | |

| [Credit Risk [removed: Management](#i1f68b48eea92495388df6551a4f9ea63_136)] [added: Management](#i4833cf6097c24fb59c49bcfe48f60cfd_136)] | | | | | | | | | [removed: [83](#i1f68b48eea92495388df6551a4f9ea63_136)] [added: [77](#i4833cf6097c24fb59c49bcfe48f60cfd_136)] | | |

| [Interest Rate and Price Risk [removed: Management](#i1f68b48eea92495388df6551a4f9ea63_157)] [added: Management](#i4833cf6097c24fb59c49bcfe48f60cfd_157)] | | | | | | | | | [removed: [98](#i1f68b48eea92495388df6551a4f9ea63_157)] [added: [94](#i4833cf6097c24fb59c49bcfe48f60cfd_157)] | | |

| [Liquidity Risk [removed: Management](#i1f68b48eea92495388df6551a4f9ea63_160)] [added: Management](#i4833cf6097c24fb59c49bcfe48f60cfd_160)] | | | | | | | | | [removed: [104](#i1f68b48eea92495388df6551a4f9ea63_160)] [added: [100](#i4833cf6097c24fb59c49bcfe48f60cfd_160)] | | |

| [Operational Risk [removed: Management](#i1f68b48eea92495388df6551a4f9ea63_163)] [added: Management](#i4833cf6097c24fb59c49bcfe48f60cfd_163)] | | | | | | | | | [removed: [106](#i1f68b48eea92495388df6551a4f9ea63_163)] [added: [102](#i4833cf6097c24fb59c49bcfe48f60cfd_163)] | | |

| [Legal and Regulatory Compliance Risk [removed: Management](#i1f68b48eea92495388df6551a4f9ea63_166)] [added: Management](#i4833cf6097c24fb59c49bcfe48f60cfd_166)] | | | | | | | | | [removed: [107](#i1f68b48eea92495388df6551a4f9ea63_166)] [added: [103](#i4833cf6097c24fb59c49bcfe48f60cfd_166)] | | |

| [Capital [removed: Management](#i1f68b48eea92495388df6551a4f9ea63_169)] [added: Management](#i4833cf6097c24fb59c49bcfe48f60cfd_169)] | | | | | | | | | [removed: [108](#i1f68b48eea92495388df6551a4f9ea63_169)] [added: [104](#i4833cf6097c24fb59c49bcfe48f60cfd_169)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i1f68b48eea92495388df6551a4f9ea63_175)] [added: Firm](#i4833cf6097c24fb59c49bcfe48f60cfd_175)] | | | | | | | | | [removed: [110](#i1f68b48eea92495388df6551a4f9ea63_175)] [added: [106](#i4833cf6097c24fb59c49bcfe48f60cfd_175)] | | |

| [Consolidated Balance [removed: Sheets](#i1f68b48eea92495388df6551a4f9ea63_178)] [added: Sheets](#i4833cf6097c24fb59c49bcfe48f60cfd_178)] | | | | | | | | | [removed: [112](#i1f68b48eea92495388df6551a4f9ea63_178)] [added: [108](#i4833cf6097c24fb59c49bcfe48f60cfd_178)] | | |

| [Consolidated Statements of [removed: Income](#i1f68b48eea92495388df6551a4f9ea63_181)] [added: Income](#i4833cf6097c24fb59c49bcfe48f60cfd_181)] | | | | | | | | | [removed: [113](#i1f68b48eea92495388df6551a4f9ea63_181)] [added: [109](#i4833cf6097c24fb59c49bcfe48f60cfd_181)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i1f68b48eea92495388df6551a4f9ea63_184)] [added: Income](#i4833cf6097c24fb59c49bcfe48f60cfd_184)] | | | | | | | | | [removed: [114](#i1f68b48eea92495388df6551a4f9ea63_184)] [added: [110](#i4833cf6097c24fb59c49bcfe48f60cfd_184)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i1f68b48eea92495388df6551a4f9ea63_187)] [added: Equity](#i4833cf6097c24fb59c49bcfe48f60cfd_187)] | | | | | | | | | [removed: [115](#i1f68b48eea92495388df6551a4f9ea63_187)] [added: [111](#i4833cf6097c24fb59c49bcfe48f60cfd_187)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i1f68b48eea92495388df6551a4f9ea63_193)] [added: Flows](#i4833cf6097c24fb59c49bcfe48f60cfd_193)] | | | | | | | | | [removed: [117](#i1f68b48eea92495388df6551a4f9ea63_193)] [added: [112](#i4833cf6097c24fb59c49bcfe48f60cfd_193)] | | |

| [Summary of Significant Accounting and Reporting [removed: Policies](#i1f68b48eea92495388df6551a4f9ea63_199)] [added: Policies](#i4833cf6097c24fb59c49bcfe48f60cfd_199)] | | | [removed: [118](#i1f68b48eea92495388df6551a4f9ea63_199)] [added: [113](#i4833cf6097c24fb59c49bcfe48f60cfd_199)] | | | [Long-Term [removed: Debt](#i1f68b48eea92495388df6551a4f9ea63_247)] [added: Debt](#i4833cf6097c24fb59c49bcfe48f60cfd_250)] | | | [removed: [170](#i1f68b48eea92495388df6551a4f9ea63_247)] [added: [163](#i4833cf6097c24fb59c49bcfe48f60cfd_250)] | | |

| [Supplemental Cash Flow [removed: Information](#i1f68b48eea92495388df6551a4f9ea63_202)] [added: Information](#i4833cf6097c24fb59c49bcfe48f60cfd_202)] | | | [removed: [133](#i1f68b48eea92495388df6551a4f9ea63_202)] [added: [126](#i4833cf6097c24fb59c49bcfe48f60cfd_202)] | | | [Commitments, Contingent Liabilities and [removed: Guarantees](#i1f68b48eea92495388df6551a4f9ea63_250)] [added: Guarantees](#i4833cf6097c24fb59c49bcfe48f60cfd_253)] | | | [removed: [174](#i1f68b48eea92495388df6551a4f9ea63_250)] [added: [167](#i4833cf6097c24fb59c49bcfe48f60cfd_253)] | | |

| [Restrictions on Dividends and Capital [removed: Actions](#i1f68b48eea92495388df6551a4f9ea63_205)] [added: Actions](#i4833cf6097c24fb59c49bcfe48f60cfd_205)] | | | [removed: [133](#i1f68b48eea92495388df6551a4f9ea63_205)] [added: [126](#i4833cf6097c24fb59c49bcfe48f60cfd_205)] | | | [Legal and Regulatory [removed: Proceedings](#i1f68b48eea92495388df6551a4f9ea63_253)] [added: Proceedings](#i4833cf6097c24fb59c49bcfe48f60cfd_256)] | | | [removed: [178](#i1f68b48eea92495388df6551a4f9ea63_253)] [added: [171](#i4833cf6097c24fb59c49bcfe48f60cfd_256)] | | |

| [Investment [removed: Securities](#i1f68b48eea92495388df6551a4f9ea63_208)] [added: Securities](#i4833cf6097c24fb59c49bcfe48f60cfd_208)] | | | [removed: [134](#i1f68b48eea92495388df6551a4f9ea63_208)] [added: [127](#i4833cf6097c24fb59c49bcfe48f60cfd_208)] | | | [Related Party [removed: Transactions](#i1f68b48eea92495388df6551a4f9ea63_256)] [added: Transactions](#i4833cf6097c24fb59c49bcfe48f60cfd_259)] | | | [removed: [180](#i1f68b48eea92495388df6551a4f9ea63_256)] [added: [173](#i4833cf6097c24fb59c49bcfe48f60cfd_259)] | | |

| [Loans and [removed: Leases](#i1f68b48eea92495388df6551a4f9ea63_211)] [added: Leases](#i4833cf6097c24fb59c49bcfe48f60cfd_211)] | | | [removed: [137](#i1f68b48eea92495388df6551a4f9ea63_211)] [added: [130](#i4833cf6097c24fb59c49bcfe48f60cfd_211)] | | | [Income [removed: Taxes](#i1f68b48eea92495388df6551a4f9ea63_259)] [added: Taxes](#i4833cf6097c24fb59c49bcfe48f60cfd_262)] | | | [removed: [181](#i1f68b48eea92495388df6551a4f9ea63_259)] [added: [174](#i4833cf6097c24fb59c49bcfe48f60cfd_262)] | | |

| [Credit Quality and the Allowance for Loan and Lease [removed: Losses](#i1f68b48eea92495388df6551a4f9ea63_214)] [added: Losses](#i4833cf6097c24fb59c49bcfe48f60cfd_214)] | | | [removed: [139](#i1f68b48eea92495388df6551a4f9ea63_214)] [added: [132](#i4833cf6097c24fb59c49bcfe48f60cfd_214)] | | | [Retirement and Benefit [removed: Plans](#i1f68b48eea92495388df6551a4f9ea63_262)] [added: Plans](#i4833cf6097c24fb59c49bcfe48f60cfd_265)] | | | [removed: [183](#i1f68b48eea92495388df6551a4f9ea63_262)] [added: [176](#i4833cf6097c24fb59c49bcfe48f60cfd_265)] | | |

| [Bank Premises and [removed: Equipment](#i1f68b48eea92495388df6551a4f9ea63_217)] [added: Equipment](#i4833cf6097c24fb59c49bcfe48f60cfd_220)] | | | [removed: [152](#i1f68b48eea92495388df6551a4f9ea63_217)] [added: [145](#i4833cf6097c24fb59c49bcfe48f60cfd_220)] | | | [Accumulated Other Comprehensive [removed: Income](#i1f68b48eea92495388df6551a4f9ea63_265)] [added: Income](#i4833cf6097c24fb59c49bcfe48f60cfd_268)] | | | [removed: [186](#i1f68b48eea92495388df6551a4f9ea63_265)] [added: [179](#i4833cf6097c24fb59c49bcfe48f60cfd_268)] | | |

| [Operating Lease [removed: Equipment](#i1f68b48eea92495388df6551a4f9ea63_220)] [added: Equipment](#i4833cf6097c24fb59c49bcfe48f60cfd_223)] | | | [removed: [153](#i1f68b48eea92495388df6551a4f9ea63_220)] [added: [145](#i4833cf6097c24fb59c49bcfe48f60cfd_223)] | | | [Common, Preferred and Treasury [removed: Stock](#i1f68b48eea92495388df6551a4f9ea63_268)] [added: Stock](#i4833cf6097c24fb59c49bcfe48f60cfd_271)] | | | [removed: [188](#i1f68b48eea92495388df6551a4f9ea63_268)] [added: [181](#i4833cf6097c24fb59c49bcfe48f60cfd_271)] | | |

| [Sales of Receivables and Servicing [removed: Rights](#i1f68b48eea92495388df6551a4f9ea63_235)] [added: Rights](#i4833cf6097c24fb59c49bcfe48f60cfd_238)] | | | [removed: [160](#i1f68b48eea92495388df6551a4f9ea63_235)] [added: [153](#i4833cf6097c24fb59c49bcfe48f60cfd_238)] | | | [Regulatory Capital Requirements and Capital [removed: Ratios](#i1f68b48eea92495388df6551a4f9ea63_286)] [added: Ratios](#i4833cf6097c24fb59c49bcfe48f60cfd_289)] | | | [removed: [204](#i1f68b48eea92495388df6551a4f9ea63_286)] [added: [195](#i4833cf6097c24fb59c49bcfe48f60cfd_289)] | | |

| [Management’s Assessment as to the Effectiveness of Internal Control over Financial [removed: Reporting](#i1f68b48eea92495388df6551a4f9ea63_301)] [added: Reporting](#i4833cf6097c24fb59c49bcfe48f60cfd_304)] | | | [removed: [211](#i1f68b48eea92495388df6551a4f9ea63_301)] [added: [202](#i4833cf6097c24fb59c49bcfe48f60cfd_304)] | | | | | | | | |

| October 1 - October 31, 2024 | | | 5,998,158 | | | | | | $ | 45.42 | | | | | 5,879,640 | | | | | | 17,853,895 | | |

| November 1 - November 30, 2024 | | | 29,699 | | | | | | 47.06 | | | | | | — | | | | | | 17,853,895 | | |

| December 1 - December 31, 2024 | | | 789,634 | | | | | | 45.48 | | | | | | 781,254 | | | | | | 17,072,641 | | |

| Total | | | 6,817,491 | | | | | | $ | 45.44 | | | | | 6,660,894 | | | | | | 17,072,641 | | |

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

| [Overview](#i4833cf6097c24fb59c49bcfe48f60cfd_64) | | | | | | | | | [47](#i4833cf6097c24fb59c49bcfe48f60cfd_64) | | |

| [Lease Obligations – Lessee](#i4833cf6097c24fb59c49bcfe48f60cfd_226) | | | [146](#i4833cf6097c24fb59c49bcfe48f60cfd_226) | | | [Stock-Based Compensation](#i4833cf6097c24fb59c49bcfe48f60cfd_274) | | | [183](#i4833cf6097c24fb59c49bcfe48f60cfd_274) | | |

| [Goodwill](#i4833cf6097c24fb59c49bcfe48f60cfd_229) | | | [147](#i4833cf6097c24fb59c49bcfe48f60cfd_229) | | | [Other Noninterest Income and Other Noninterest Expense](#i4833cf6097c24fb59c49bcfe48f60cfd_280) | | | [186](#i4833cf6097c24fb59c49bcfe48f60cfd_280) | | |

| [Intangible Assets](#i4833cf6097c24fb59c49bcfe48f60cfd_232) | | | [148](#i4833cf6097c24fb59c49bcfe48f60cfd_232) | | | [Earnings Per Share](#i4833cf6097c24fb59c49bcfe48f60cfd_283) | | | [186](#i4833cf6097c24fb59c49bcfe48f60cfd_283) | | |

| [Variable Interest Entities](#i4833cf6097c24fb59c49bcfe48f60cfd_235) | | | [149](#i4833cf6097c24fb59c49bcfe48f60cfd_235) | | | [Fair Value Measurements](#i4833cf6097c24fb59c49bcfe48f60cfd_286) | | | [187](#i4833cf6097c24fb59c49bcfe48f60cfd_286) | | |

| [Derivative Financial Instruments](#i4833cf6097c24fb59c49bcfe48f60cfd_241) | | | [155](#i4833cf6097c24fb59c49bcfe48f60cfd_241) | | | [Parent Company Financial Statements](#i4833cf6097c24fb59c49bcfe48f60cfd_292) | | | [196](#i4833cf6097c24fb59c49bcfe48f60cfd_292) | | |

| [Other Assets](#i4833cf6097c24fb59c49bcfe48f60cfd_244) | | | [161](#i4833cf6097c24fb59c49bcfe48f60cfd_244) | | | [Business Segments](#i4833cf6097c24fb59c49bcfe48f60cfd_295) | | | [198](#i4833cf6097c24fb59c49bcfe48f60cfd_295) | | |

| [Short-Term Borrowings](#i4833cf6097c24fb59c49bcfe48f60cfd_247) | | | [162](#i4833cf6097c24fb59c49bcfe48f60cfd_247) | | | [Subsequent Events](#i4833cf6097c24fb59c49bcfe48f60cfd_298) | | | [201](#i4833cf6097c24fb59c49bcfe48f60cfd_298) | | |

| [Directors and Officers](#i4833cf6097c24fb59c49bcfe48f60cfd_349) | | | [212](#i4833cf6097c24fb59c49bcfe48f60cfd_349) | | | | | | | | |

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

| APR: Annual Percentage Rate | | | IRLC: Interest Rate Lock Commitment | | |

| CD: Certificate of Deposit | | | MSR: Mortgage Servicing Right | | |

| CET1: Common Equity Tier 1 | | | OAS: Option-Adjusted Spread | | |

| CME: Chicago Mercantile Exchange | | | OCI: Other Comprehensive Income (Loss) | | |

| ERM: Enterprise Risk Management | | | ROU: Right-of-Use | | |

| FASB: Financial Accounting Standards Board | | | SAR: Stock Appreciation Right | | |

| FDIC: Federal Deposit Insurance Corporation | | | SBA: Small Business Administration | | |

| | | | | | |

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

| October 1 - October 31, 2023 | | | 75,992 | | | | | | $ | 24.48 | | | | | — | | | | | | 32,115,811 | | |

| November 1 - November 30, 2023 | | | 17,203 | | | | | | 25.78 | | | | | | — | | | | | | 32,115,811 | | |

| December 1 - December 31, 2023 | | | 37,496 | | | | | | 33.77 | | | | | | — | | | | | | 32,115,811 | | |

| Total | | | 130,691 | | | | | | $ | 27.32 | | | | | — | | | | | | 32,115,811 | | |

| [Overview](#i1f68b48eea92495388df6551a4f9ea63_64) | | | | | | | | | [50](#i1f68b48eea92495388df6551a4f9ea63_64) | | |

| [Lease Obligations – Lessee](#i1f68b48eea92495388df6551a4f9ea63_223) | | | [153](#i1f68b48eea92495388df6551a4f9ea63_223) | | | [Stock-Based Compensation](#i1f68b48eea92495388df6551a4f9ea63_271) | | | [190](#i1f68b48eea92495388df6551a4f9ea63_271) | | |

| [Goodwill](#i1f68b48eea92495388df6551a4f9ea63_226) | | | [155](#i1f68b48eea92495388df6551a4f9ea63_226) | | | [Other Noninterest Income and Other Noninterest Expense](#i1f68b48eea92495388df6551a4f9ea63_277) | | | [193](#i1f68b48eea92495388df6551a4f9ea63_277) | | |

| [Intangible Assets](#i1f68b48eea92495388df6551a4f9ea63_229) | | | [156](#i1f68b48eea92495388df6551a4f9ea63_229) | | | [Earnings Per Share](#i1f68b48eea92495388df6551a4f9ea63_280) | | | [194](#i1f68b48eea92495388df6551a4f9ea63_280) | | |

| [Variable Interest Entities](#i1f68b48eea92495388df6551a4f9ea63_232) | | | [157](#i1f68b48eea92495388df6551a4f9ea63_232) | | | [Fair Value Measurements](#i1f68b48eea92495388df6551a4f9ea63_283) | | | [195](#i1f68b48eea92495388df6551a4f9ea63_283) | | |

| [Derivative Financial Instruments](#i1f68b48eea92495388df6551a4f9ea63_238) | | | [162](#i1f68b48eea92495388df6551a4f9ea63_238) | | | [Parent Company Financial Statements](#i1f68b48eea92495388df6551a4f9ea63_289) | | | [205](#i1f68b48eea92495388df6551a4f9ea63_289) | | |

| [Other Assets](#i1f68b48eea92495388df6551a4f9ea63_241) | | | [168](#i1f68b48eea92495388df6551a4f9ea63_241) | | | [Business Segments](#i1f68b48eea92495388df6551a4f9ea63_292) | | | [207](#i1f68b48eea92495388df6551a4f9ea63_292) | | |

| [Short-Term Borrowings](#i1f68b48eea92495388df6551a4f9ea63_244) | | | [169](#i1f68b48eea92495388df6551a4f9ea63_244) | | | [Subsequent Event](#i1f68b48eea92495388df6551a4f9ea63_295) | | | [210](#i1f68b48eea92495388df6551a4f9ea63_295) | | |

| [Directors and Officers](#i1f68b48eea92495388df6551a4f9ea63_346) | | | [222](#i1f68b48eea92495388df6551a4f9ea63_346) | | | | | | | | |

| AFS: Available-For-Sale | | | HTM: Held-To-Maturity | | |

| ARM: Adjustable Rate Mortgage | | | LCR: Liquidity Coverage Ratio | | |

| CCAR: Comprehensive Capital Analysis and Review | | | MSR: Mortgage Servicing Right | | |

| CD: Certificate of Deposit | | | N/A: Not Applicable | | |

| CET1: Common Equity Tier 1 | | | OCC: Office of the Comptroller of the Currency | | |

| C&I: Commercial and Industrial | | | PPP: Paycheck Protection Program | | |

| DTI: Debt-to-Income Ratio | | | ROU: Right-of-Use | | |

| ERMC: Enterprise Risk Management Committee | | | RSU: Restricted Stock Unit | | |

| FASB: Financial Accounting Standards Board | | | SBA: Small Business Administration | | |

| FHLMC: Federal Home Loan Mortgage Corporation | | | TDR: Troubled Debt Restructuring | | |

[Table of [removed: Contents](#i1f68b48eea92495388df6551a4f9ea63_52)][added: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)]

We have audited the accompanying consolidated balance sheets of Fifth Third Bancorp and subsidiaries (the “Bancorp”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Bancorp as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Bancorp’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 27, 2024] [added: 24, 2025] expressed an unqualified opinion on the Bancorp’s internal control over financial reporting.

Allowance for Loan and Lease Losses (“ALLL”) — Qualitative Factors [removed: - Commercial Loans] — [removed: Refer] [added: Commercial Loans—Refer] to Note 1 and Note 6 of the Notes to Consolidated Financial Statements

At December 31, [removed: 2023,] [added: 2024,] the key qualitative factors included adjustments to the expected credit losses on the commercial loan portfolio associated with the current economic environment.

The ALLL for the commercial portfolio segment was [removed: $1.1] [added: $1.2] billion at December 31, [removed: 2023,] [added: 2024,] which includes adjustments for the qualitative factors noted above.

[removed: February 27, 2024][added: | | | | 2024 | | | | | | | | | | | |]

| As of December 31 ($ in millions, except share data) | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Cash and due from banks | | | [removed: $] [added: $] | [removed: 3,142] [added: 3,142] | | [removed: 3,466] [added: 3,142] | | | [added: — | | | — | | | 3,142 | | |]

| Other short-term [removed: investments*(a)*] [added: investments] | | | [removed: 22,082] [added: 22,082] | | | [removed: 8,351] [added: 22,082] | | | [added: — | | | — | | | 22,082 | | |]

| [removed: Available-for-sale] [added: Total available-for-sale] debt and other [removed: securities*(b)*] [added: securities] | | | [removed: 50,419] [added: $] | [added: 55,789] | | [removed: 51,503] [added: 9] | | | [added: (5,379) | | | 50,419 | | |]

| Held-to-maturity [removed: securities*(c)*] [added: securities:*(b)*] | | | [removed: 2] | | | [removed: 5] | | | [added: | | | | | |]

| Trading debt securities | | | [removed: 899] [added: 1,185] | | | [removed: 414] [added: 899] | | |

| Equity securities | | | [removed: 613] [added: 341] | | | [removed: 317] [added: 613] | | |

| [removed: Loans] [added: Total loans] and leases held for [removed: sale*(d)*] [added: sale] | | | [removed: 378] [added: $] | [added: 640] | | [removed: 1,007] [added: 378] | | |

| [removed: Portfolio] [added: Total portfolio] loans and [removed: leases*(a)(e)*] [added: leases] | | | [removed: 117,234] [added: $] | [added: 119,791] | | [removed: 121,480] [added: 117,234] | | |

| Allowance for loan and lease losses*(a)* | | | [removed: (2,322)] [added: (2,352)] | | | [removed: (2,194)] [added: (2,322)] | | |

| Portfolio loans and leases, net | | | [removed: 114,912] [added: 117,439] | | | [removed: 119,286] [added: 114,912] | | |

| Bank premises and [removed: equipment*(f)*] [added: equipment] | | | [removed: 2,349] [added: 24] | | | [removed: 2,187] [added: 7] | | | [added: 2 | | |]

| Operating lease equipment | | | [removed: 459] [added: 319] | | | [removed: 627] [added: 459] | | |

| Goodwill | | | [removed: 4,919] [added: 4,918] | | | [removed: 4,915] [added: 4,919] | | |

| Intangible assets | | | [removed: 125] [added: 90] | | | [removed: 169] [added: 125] | | |

| Servicing rights | | | [removed: 1,737] [added: —] | | | [removed: 1,746] [added: —] | | | [added: 1,737 | | | 1,737 | | |]

| Other assets*(a)* | | | [removed: 12,538] [added: 12,857] | | | [removed: 13,459] [added: 12,538] | | |

| Total Assets | | | $ | [removed: 214,574] [added: 212,927] | | [removed: 207,452] [added: 214,574] | | |

| Noninterest-bearing deposits | | | $ | [removed: 43,146] [added: 41,038] | | [removed: 53,125] [added: 43,146] | | |

| Interest-bearing deposits | | | [removed: 125,766] [added: 126,214] | | | [removed: 110,565] [added: 125,766] | | |

| Total deposits | | | [removed: 168,912] [added: 167,252] | | | [removed: 163,690] [added: 168,912] | | |

| Federal funds purchased | | | [removed: 193] [added: 193] | | | [removed: 180] [added: 193] | | | [added: — | | | — | | | 193 | | |]

| Other short-term borrowings | | | [removed: 2,861] [added: 4,450] | | | [removed: 4,838] [added: 2,861] | | |

| Accrued taxes, interest and expenses | | | [removed: 2,195] [added: 2,137] | | | [removed: 1,822] [added: 2,195] | | |

| Other liabilities*(a)* | | | [removed: 4,861] [added: 4,902] | | | [removed: 5,881] [added: 4,861] | | |

| Long-term debt*(a)* | | | [removed: 16,380] [added: 14,337] | | | [removed: 13,714] [added: 16,380] | | |

| Total Liabilities | | | $ | [removed: 195,402] [added: 193,282] | | [removed: 190,125] [added: 195,402] | | |

| Common [removed: stock*(g)*] [added: stock*(b)*] | | | $ | 2,051 | | 2,051 | | |

| Preferred [removed: stock*(h)*] [added: stock*(c)*] | | | 2,116 | | | 2,116 | | |

| Capital surplus | | | [removed: 3,757] [added: 3,804] | | | [removed: 3,684] [added: 3,757] | | |

| Retained earnings | | | [removed: 22,997] [added: 24,150] | | | [removed: 21,689] [added: 22,997] | | |

| Accumulated other comprehensive loss | | | [removed: (4,487)] [added: (4,636)] | | | [removed: (5,110)] [added: (4,487)] | | |

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

| Available-for-sale debt and other securities (amortized cost of $43,878 and $55,789) | | | 39,547 | | | 50,419 | | |

| Held-to-maturity securities (fair value of $10,965 and $2) | | | 11,278 | | | 2 | | |

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

| Commercial payments revenue | | | 608 | | | 564 | | | 568 | | |

| Consumer banking revenue | | | 555 | | | 546 | | | 542 | | |

| Capital markets fees | | | 424 | | | 422 | | | 387 | | |

| Commercial banking revenue | | | 377 | | | 409 | | | 419 | | |

| Other noninterest expense | | | 973 | | | 1,225 | | | 932 | | |

*(a)During the fourth quarter of 2024, certain noninterest income and noninterest expense line items were reclassified to better align disclosures to business activities.

Total noninterest income and noninterest expense did not change as a result of these reclassifications.

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

| Unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities | | | 785 | | | | | | — | | | | | | — | | |

| Unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities | | | (785) | | | | | | — | | | | | | — | | |

| Amortization of unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities | | | 101 | | | | | | — | | | | | | — | | |

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

| Impact of cumulative effect of change in accounting principle*(b)* | | | | | | | | | | | | (10) | | | | | | | | | (10) | | |

| Balance at January 1, 2024 | | | 2,051 | | | 2,116 | | | 3,757 | | | 22,987 | | | (4,487) | | | (7,262) | | | 19,162 | | |

| Balance at December 31, 2024 | | | $ | 2,051 | | 2,116 | | | 3,804 | | | 24,150 | | | (4,636) | | | (7,840) | | | 19,645 | | |

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

| Provision for credit losses | | | 530 | | | 515 | | | 563 | | |

| MSRs | | | 5 | | | — | | | — | | |

| Proceeds from short-term FHLB advances | | | 4,100 | | | 6,750 | | | 7,550 | | |

| Repayment of short-term FHLB advances | | | (2,500) | | | (8,550) | | | (3,250) | | |

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

Certain prior period data has been reclassified to conform to current period presentation.

Specifically, certain line items within noninterest income and noninterest expense have been reclassified to better align disclosures to business activities.

Within noninterest income, these reclassifications resulted in three new financial statement line items, including commercial payments revenue, consumer banking revenue and capital markets fees.

Commercial banking revenue and other noninterest income were also affected by the reclassifications.

Within noninterest expense, these reclassifications resulted in the separate disclosure of loan and lease expense, which was previously a component of other noninterest expense.

These reclassifications did not impact total noninterest income or total noninterest expense and were applied retrospectively to all prior periods presented.

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

residual value of the leased property, less unearned income.

- Loan balances remaining after charge-off on consumer loans subject to a bankruptcy proceeding are generally placed on nonaccrual status within 60 days of verification of the bankruptcy unless the borrower demonstrates willingness to repay the loan through a guaranteed repayment plan or reaffirmation of their obligation to the Bancorp.

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

Other factors may include the borrower’s susceptibility to risks presented by the forecasted macroeconomic

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

The Bancorp maintains the ALLL to absorb the amount of credit losses that are expected to be incurred over the remaining contractual terms of the related loans and leases.

For collectively evaluated loans and leases, the Bancorp uses models to forecast expected credit losses based on the probability of a loan or lease defaulting, the expected balance at the estimated date of default and the expected loss percentage given a default.

The Bancorp also considers qualitative factors in determining the ALLL.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

*(b)Amortized cost of $55,789 and $57,530 at December 31, 2023 and 2022, respectively.*

| Commercial banking revenue | | | 624 | | | 565 | | | 637 | | |

| Service charges on deposits | | | 577 | | | 589 | | | 600 | | |

| Card and processing revenue | | | 416 | | | 409 | | | 402 | | |

| Leasing business revenue | | | 208 | | | 237 | | | 300 | | |

| Other noninterest expense | | | 1,237 | | | 968 | | | 951 | | |

| Balance at December 31, 2020 | | | $ | 2,051 | | 2,116 | | | 3,635 | | | 18,384 | | | 2,601 | | | (5,676) | | | 23,111 | | |

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (continued)

| ($ in millions, except per share data) | | | Common Stock | | | Preferred Stock | | | Capital Surplus | | | Retained Earnings | | | Accumulated Other Comprehensive Loss | | | Treasury Stock | | | Total Equity | | |

| Balance at January 1, 2023 | | | $ | 2,051 | | 2,116 | | | 3,684 | | | 21,726 | | | (5,110) | | | (7,103) | | | 17,364 | | |

| Gain on sale of HSA deposit portfolio | | | — | | | — | | | (60) | | |

| Net cash paid on sale of HSA deposit portfolio | | | — | | | — | | | (431) | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Updates to Significant Accounting and Reporting Policies

In conjunction with the adoption of ASU 2022-02 on January 1, 2023, the Bancorp has updated its accounting and reporting policies for nonaccrual loans and leases, restructured loans and leases and the ALLL as described below.

The accounting and reporting policies for these sections for periods prior to January 1, 2023 are provided in the Significant Accounting and Reporting Policies Applicable Prior to January 1, 2023 section below.

Refer to the Accounting and Reporting Developments section for additional information.

The Bancorp places loans and leases on nonaccrual status when full repayment of principal and interest is not expected, unless the loan or lease is well secured and in the process of collection.

When a loan is placed on nonaccrual status, the accrual of interest, amortization of loan premium, accretion of loan discount and amortization/accretion of deferred net direct loan origination fees or costs are discontinued and all previously accrued and unpaid interest is reversed against income.

The Bancorp utilizes the following policies to determine when full repayment of principal and interest on a loan or lease is not expected:

- Commercial loans are placed on nonaccrual status when there is a clear indication that the borrower’s cash flows may not be sufficient to meet payments as they become due.

- Residential mortgage loans are placed on nonaccrual status when principal and interest payments become past due 150 days or more, unless repayment of the loan is fully or partially guaranteed by a government agency.

Residential mortgage loans may stay on nonaccrual status for an extended time as the foreclosure process typically lasts longer than 180 days.

The Bancorp maintains a reserve for the portion of accrued interest receivable that it estimates will be uncollectible, at the portfolio level, for residential mortgage loans which are past due 90 days or more and on accrual status.

- Consumer loans subject to a bankruptcy proceeding are placed on nonaccrual status when principal or interest becomes past due 60 days or more.

Nonaccrual loans and leases may be returned to accrual status when all delinquent principal and interest payments become current in accordance with the loan agreement and the remaining principal and interest payments are reasonably assured of repayment in accordance with the contractual terms of the loan agreement, or when the loan is both well-secured and in the process of collection.

principal.

The Bancorp records a charge-off to the ALLL when all or a portion of a loan or lease is deemed to be uncollectible, after considering the net realizable value of any underlying collateral.

The Bancorp does not have an established delinquency threshold for partially or fully charging off commercial loans and leases.

The Bancorp records charge-offs on consumer loans in accordance with applicable regulatory guidelines, which are primarily based on a loan’s delinquency status.

When loans and leases are individually evaluated, allowances are determined based on management’s estimate of the borrower’s ability to repay the loan or lease given the availability of collateral and other sources of cash flow, as well as an evaluation of legal options available to the Bancorp.

Allowances for individually evaluated loans and leases that are collateral-dependent are measured based on the fair value of the underlying collateral, less expected costs to sell where applicable.

Specific allowances on individually evaluated consumer and residential mortgage loans are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

Expected credit losses are estimated on a collective basis for loans and leases that are not individually evaluated.

The estimate of the expected balance at the time of default considers prepayments and, for loans with available credit, expected utilization rates.

The Bancorp’s management assessed the effectiveness of the Bancorp’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Management’s assessment is based on the criteria established in the *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and was designed to provide reasonable assurance that the Bancorp maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, management believes that the Bancorp maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

The Bancorp’s independent registered public accounting firm, that audited the Bancorp’s consolidated financial statements included in this annual report, has issued an audit report on our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

This report appears on page [removed: [212](#i1f68b48eea92495388df6551a4f9ea63_304)] [added: [203](#i4833cf6097c24fb59c49bcfe48f60cfd_307)] of the annual report.

[removed: *211] [added: *202] Fifth Third Bancorp*

[Table of [removed: Contents](#i1f68b48eea92495388df6551a4f9ea63_52)][added: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)]

We have audited the internal control over financial reporting of Fifth Third Bancorp and subsidiaries (the “Bancorp”) as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Bancorp maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Bancorp and our report dated February [removed: 27, 2024] [added: 24, 2025] expressed an unqualified opinion on those consolidated financial statements.

[removed: *212] [added: *203] Fifth Third Bancorp*

In the first quarter of 2024, the Bancorp implemented a new general ledger accounting system.

The new general ledger accounting system was implemented in order to standardize processes, improve efficiency and enhance management reporting and analysis, and was subject to thorough testing and review both before and after final implementation.

This implementation has not materially affected, and the Bancorp does not expect it to materially affect, its internal control over financial reporting.

| February 24, 2025 | | | | | | February 24, 2025 | | |

February 24, 2025

[Table of Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)

Based on this evaluation, there has been no such change during the year covered by this report.

| February 27, 2024 | | | | | | February 27, 2024 | | |

February 27, 2024

On December [removed: 14, 2023,] [added: 10, 2024,] Jude A.

Mr. Schramm’s Rule 10b5-1 Trading Plan, which shall terminate on December 31, [removed: 2024,] [added: 2025,] provides for the sale of up to 10,000 shares of common stock pursuant to the terms of the Rule 10b5-1 Trading Plan.

Effective February 27, 2024, the Bancorp’s Board of Directors approved executive retention grant awards under the Bancorp’s 2021 Incentive Compensation Plan to certain of the Bancorp’s named executive officers, which awards were issued in part to promote continuity in key leadership roles and recognize new or expanded roles and responsibilities, where applicable.

The Board granted these awards in the form of RSUs that will vest three years from the date of grant conditioned on the recipient’s continued employment and satisfactory performance of duties.

In the event the recipient’s employment is terminated due to death or disability, any unvested RSUs will become immediately vested.

In the event the recipient’s employment is terminated for any other reason, the unvested RSUs will be forfeited.

In addition, if the Bancorp’s return on average tangible common equity for the fiscal year ending immediately prior to a vesting date (i.e., 2024, 2025 and 2026) does not meet or exceed 2%, one-third of the RSUs may be forfeited at the discretion of the Human Capital and Compensation Committee of the Bancorp’s Board of Directors.

Furthermore, as a condition to receiving the award, if the recipient is asked to assume a different role within the Bancorp before the RSUs vest, the recipient is required to accept such a role and fully cooperate with any transition of required duties, as needed.

Kevin P.

Lavender, the Bancorp’s Executive Vice President and Head of Commercial Bank, James C.

Leonard, the Bancorp’s Executive Vice President and Chief Operating Officer, Jude A.

Schramm, the Bancorp’s Executive Vice President and Chief Information Officer, and Robert P.

Shaffer, the Bancorp’s Executive Vice President and Chief Risk Officer, will each receive a grant of RSUs in the amount of $2,000,000, based on the closing price of the Bancorp’s common stock on February 27, 2024.

The information required by this item concerning Directors and the nomination process is incorporated herein by reference under the caption “Election of Directors” of the Bancorp’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

The information required by this item concerning the Audit Committee and Code of Business Conduct and Ethics is incorporated herein by reference under the captions “Corporate Governance” and “Board of Directors, Committees, Meetings, and Functions” of the Bancorp’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

The information required by this item concerning Delinquent Section 16(a) Reports is incorporated herein by reference under the caption “Delinquent Section 16(a) Reports” of the Bancorp’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

The information required by this item is incorporated herein by reference under the captions “Compensation Discussion and Analysis,” “Compensation of Named Executive Officers,” “Board of Directors Compensation,” “CEO Pay Ratio,” “Human Capital and Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” of the Bancorp’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

Security ownership information of certain beneficial owners and management is incorporated herein by reference under the captions “Certain Beneficial Owners,” “Election of Directors,” “Compensation Discussion and Analysis,” “Board of Directors Compensation,” and “Compensation of Named Executive Officers” of the Bancorp’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

*213 Fifth Third Bancorp*

[Table of Contents](#i1f68b48eea92495388df6551a4f9ea63_52)

The information required by this item is incorporated herein by reference under the captions “Certain Transactions”, “Election of Directors”, “Corporate Governance” and “Board of Directors, Committees, Meetings, and Functions” of the Bancorp’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

The information required by this item is incorporated herein by reference under the caption “Principal Independent External Audit Firm Fees” of the Bancorp’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

[removed: *214] [added: *204] Fifth Third Bancorp*

[Table of [removed: Contents](#i1f68b48eea92495388df6551a4f9ea63_52)][added: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)]

| [Fifth Third Bancorp and Subsidiaries Consolidated Financial [removed: Statements](#i1f68b48eea92495388df6551a4f9ea63_178)] [added: Statements](#i4833cf6097c24fb59c49bcfe48f60cfd_178)] | | | [removed: [112](#i1f68b48eea92495388df6551a4f9ea63_178)] [added: [108](#i4833cf6097c24fb59c49bcfe48f60cfd_178)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1f68b48eea92495388df6551a4f9ea63_196)] [added: Statements](#i4833cf6097c24fb59c49bcfe48f60cfd_196)] | | | [removed: [118](#i1f68b48eea92495388df6551a4f9ea63_196)] [added: [113](#i4833cf6097c24fb59c49bcfe48f60cfd_196)] | | |

| 2.1 | | | [Agreement and Plan of Merger by and among Fifth Third Bancorp, Fifth Third Financial Corporation and MB Financial, Inc. dated as of May 20, 2018. Incorporated by reference to Exhibit 2.1 to the [removed: Registrants] [added: Registrant](https://www.sec.gov/Archives/edgar/data/35527/000119312518170928/d593660dex21.htm)[’](https://www.sec.gov/Archives/edgar/data/35527/000119312518170928/d593660dex21.htm)[s] Current Report on Form 8-K filed with the SEC on May 22, 2018.](https://www.sec.gov/Archives/edgar/data/35527/000119312518170928/d593660dex21.htm) | | |

| 3.2 | | | [Code of Regulations of Fifth Third Bancorp, as Amended as of December 12, 2023. Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December [removed: 1](https://www.sec.gov/Archives/edgar/data/35527/000003552723000268/a20231212amendedcodeofre.htm)[8](https://www.sec.gov/Archives/edgar/data/35527/000003552723000268/a20231212amendedcodeofre.htm)[,] [added: 18,] 2023.](https://www.sec.gov/Archives/edgar/data/35527/000003552723000268/a20231212amendedcodeofre.htm) | | |

[removed: *215] [added: *205] Fifth Third Bancorp*

[Table of [removed: Contents](#i1f68b48eea92495388df6551a4f9ea63_52)][added: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)]

| 4.27 | | | [Form of depositary receipt representing the Depositary Shares (included as Exhibit A to Exhibit [removed: 4.34).] [added: 4.26).] Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-A filed with the SEC on August 26, 2019.](https://www.sec.gov/Archives/edgar/data/35527/000119312519229493/d791174dex41.htm) | | |

| 4.33 | | | [Tenth Supplemental Indenture dated as of May 5, 2020 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the [removed: Trustee. Incorporated] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/35527/000119312520133774/d849424dex41.htm) [Incorporated] by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 5, 2020.](https://www.sec.gov/Archives/edgar/data/35527/000119312520133774/d849424dex41.htm) | | |

| 4.34 | | | [Form of 2.550% Senior Notes due [removed: 2027. Incorporated] [added: 2027.](https://www.sec.gov/Archives/edgar/data/35527/000119312520133774/d849424dex43.htm) [Incorporated] by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 5, 2020.](https://www.sec.gov/Archives/edgar/data/35527/000119312520133774/d849424dex43.htm) | | |

[removed: *216] [added: *206] Fifth Third Bancorp*

| [removed: 4.49] [added: 4.53] | | | Certain instruments defining the rights of holders of long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments. | | |

| [removed: 4.50] [added: 4.54] | | | [Description of Registrant’s Securities. Incorporated by reference to Exhibit 4.44 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2022.](https://www.sec.gov/Archives/edgar/data/35527/000003552722000119/fitb-12312020xexx444.htm) | | |

| 10.2 | | | [Fifth Third Bancorp [removed: Master Profit Sharing] [added: 401(k) Savings] Plan, as Amended and [removed: Restated.] [added: Restated effective January 1, 2020.] Incorporated by reference to Exhibit [removed: 10.5] [added: 10.15] to the [removed: Registrant’s] [added: Registrant's] Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2011.](https://www.sec.gov/Archives/edgar/data/35527/000119312512089474/d305243dex105.htm)*] [added: 2019.](https://www.sec.gov/Archives/edgar/data/35527/000119312520057751/d840471dex1015.htm)*] | | |

| [removed: 10.3] [added: 10.10] | | | [First Amendment to [added: the] Fifth Third Bancorp [removed: Master Profit Sharing Plan, as Amended and Restated.] [added: 2011 Incentive Compensation Plan.] Incorporated by reference to Exhibit [removed: 10.6] [added: 10.24] to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2011.](https://www.sec.gov/Archives/edgar/data/35527/000119312512089474/d305243dex106.htm)*] [added: 2018.](https://www.sec.gov/Archives/edgar/data/35527/000119312519059441/d680668dex1024.htm)*] | | |

| [removed: 10.4] [added: 10.12] | | | [removed: [Second] [added: [First] Amendment to [added: the] Fifth Third Bancorp [removed: Master Profit Sharing Plan, as Amended and Restated.] [added: 2014 Incentive Compensation Plan.] Incorporated by reference to Exhibit [removed: 10.7] [added: 10.26] to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2012.](https://www.sec.gov/Archives/edgar/data/35527/000119312513071733/d479526dex107.htm)*] [added: 2018.](https://www.sec.gov/Archives/edgar/data/35527/000119312519059441/d680668dex1026.htm)*] | | |

| [removed: 10.5] [added: 10.18] | | | [removed: [Third Amendment to Fifth] [added: [Fifth] Third Bancorp [removed: Master Profit Sharing Plan, as Amended] [added: Non-qualified Deferred Compensation Plan (as amended] and [removed: Restated.] [added: restated effective as of September 1, 2020).] Incorporated by reference to Exhibit [removed: 10.8 of] [added: 10.1 to] the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: June] [added: September] 30, [removed: 2013.](https://www.sec.gov/Archives/edgar/data/35527/000119312513324416/d568419dex108.htm)*] [added: 2020.](https://www.sec.gov/Archives/edgar/data/35527/000003552720000107/fitb-09302020xexx101.htm)*] | | |