Fifth Third Bancorp (FITB) 10-K risk factor changes: FY2025 vs FY2024

The risks and uncertainties listed below present risks that could have a material impact on the Bancorp’s [added: business,] financial [removed: condition, the] [added: condition or] results of [removed: its operations or its business.][added: operations.]

The performance of these credit portfolios significantly affects the Bancorp’s financial results and [removed: condition.][added: condition, including the level of credit losses and reserves for credit losses.]

Fifth Third reserves for [added: expected] credit losses by establishing [removed: reserves] [added: an allowance for credit losses] through a charge to earnings.

[removed: Such determination] [added: The amount of this allowance is based on Fifth Third’s assessment of credit losses expected to be incurred in the credit portfolios, including unfunded commitments, and] requires difficult, subjective and complex judgments about the environment, including analysis of economic or market conditions that may impair the ability of borrowers to repay their loans.

Fifth Third believes that both the ALLL and [removed: the] reserve for unfunded commitments are adequate to cover expected losses at December 31, [removed: 2024.][added: 2025.]

[removed: However,] [added: However] there is no assurance that they will be sufficient to cover [added: all potential] future credit losses associated with exposures existing at December 31, [removed: 2024,] [added: 2025,] especially if economic conditions decline.

Fifth Third has exposure to counterparties in the financial services industry and other industries and routinely executes transactions with such counterparties, [removed: including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional clients.][added: which may expose Fifth Third to credit risk in the event of default of a counterparty or client.]

This is sometimes referred to as [removed: “systemic risk”] [added: systemic risk] and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Bancorp interacts on a daily basis, and therefore could adversely affect Fifth Third.

[removed: *25] [added: *39] Fifth Third Bancorp*

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Inability to refinance in [added: public or private] capital markets could cause a default that impacts Fifth Third borrowers.

If [added: public or private] capital markets are disrupted or unavailable to these borrowers such that they cannot obtain funds for refinancing, those borrowers may experience a shortfall that would leave them unable to honor short-term and/or long-term obligations to the Bancorp.

Fifth Third’s footprint stretches from the upper Midwestern to lower Southeastern regions of the [removed: U.S.] [added: U.S.,] and it has offices in many other areas of the country.

Some of these regions have experienced [removed: severe weather events including] hurricanes, tornadoes, [removed: fires] [added: wildfires] and other natural disasters.

If its borrowers are adversely affected due to a widespread health emergency that impacts Fifth Third employees, vendors or economic growth generally, Fifth Third’s [removed: financial condition and] results of operations [added: and financial condition] could be adversely affected.

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 77% of average total assets for the year ended December 31, [removed: 2024).][added: 2025).]

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 FRB and Fifth Third’s ability to raise funds in money [added: markets] and capital markets.

- reductions in one or more of Fifth Third’s [removed: credit] [added: agency] ratings;

A [removed: reduction in] [added: downgrade to] Fifth [removed: Third’s] [added: Third or its subsidiaries’] credit rating could [removed: adversely] [added: limit its access to the capital markets,] affect its ability to retain deposits, [removed: borrow funds (including by raising the cost of borrowings substantially) and could] cause creditors and business counterparties to raise collateral [removed: requirements or take other actions that could adversely affect Fifth Third’s ability to raise liquidity or capital.][added: requirements, increase its borrowing costs and reduce profitability.]

[removed: This] [added: Fifth Third’s] access [added: to capital markets] is [removed: affected] [added: a key component of its funding strategy and is influenced] by [removed: the] ratings assigned by rating agencies to Fifth Third, certain of its subsidiaries and particular classes of securities they issue.

[removed: The] [added: These ratings also affect the] interest rates that Fifth Third pays [added: when issuing new debt securities.]

[removed: A ratings downgrade to Fifth Third, its subsidiaries or their securities could also create] [added: Additionally, downgrades may trigger] obligations or [added: create] liabilities [removed: of Fifth Third] under the terms of [removed: its outstanding securities] [added: Fifth Third’s existing arrangements] that could increase [removed: Fifth Third’s costs or] [added: costs, impair the marketability of affected securities, prompt further downgrades and] otherwise have a negative effect on [removed: its] [added: Fifth Third’s financial condition or] results of [removed: operations or financial condition.][added: operations.]

[removed: Fifth Third] [added: The] Bancorp is a separate and distinct legal entity from its [added: subsidiaries and typically receives substantially all of its revenue from dividends from its] subsidiaries.

These dividends are the principal source of funds to pay dividends on [removed: Fifth Third] [added: the] Bancorp’s stock and interest and principal on its debt.

The ability of [removed: Fifth Third Bancorp’s] [added: its] 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 rates) and financial, business and other factors, many of which are beyond the control of [removed: Fifth Third] [added: the] Bancorp.

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

In addition, [removed: Fifth Third] [added: the] Bancorp’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors.

Regulatory limitations on the Bancorp’s ability to receive dividends from its subsidiaries, economic conditions and other financial or business factors could have a material adverse effect on [removed: its] [added: the Bancorp’s] liquidity and ability to pay dividends on stock or interest and principal on its debt and to engage in share repurchases.

Fifth Third [removed: is] [added: and its service providers are] exposed to cybersecurity [removed: risks that] [added: risks, including risk of cyber-attacks and other information security breaches, which] create both operational and reputational risk for the Bank and its customers across all lines of business.

[removed: In today’s digital world, more and more of] Fifth Third’s business is conducted primarily via digital and [removed: mobile technology and] information [removed: management] [added: technology] systems.

This includes the use of [removed: cloud computing,] digital [removed: applications] [added: applications, cloud computing] and [removed: third-party] [added: third- and fourth-party] providers that host and store [removed: sensitive] [added: customer,] employee and [removed: customer] [added: operational] information.

Failures, [removed: interruptions of] service [added: interruptions, breaches] or [added: attempted] breaches in the security of these environments occur [added: frequently] across the financial services industry [removed: with some frequency,] including at Fifth Third and its [removed: third-party] [added: third- and fourth-party] providers.

If [removed: an] [added: a material] event of this nature occurred at Fifth Third or one of its [removed: third-party providers and such event proved to be material, this] [added: third- or fourth-party providers, it] could result in disruptions to Fifth Third’s accounting, deposit, lending and other systems, and adversely affect its customer relationships.

[removed: While] Fifth Third [removed: heavily] invests in information security, technical resiliency, business continuity and disaster recovery planning, and has policies and procedures designed to detect, limit, and prevent the impact of these possible events, [removed: there can be no assurance that any such failure, interruption or security breach will not occur or, if any does occur, that it can be remediated in such a way] [added: and requires its third-party service providers] to [removed: eliminate the risk.][added: maintain similar controls.]

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

Despite Fifth Third’s efforts to prevent a [removed: 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,] [added: cyber-attack,] a successful cyber-attack could persist for an extended period [removed: of time] before being [removed: detected,] [added: 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 [removed: 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 consequences of the incident.

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

[removed: Industry] [added: Financial services 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 [removed: centers, and the implementation and development of new and emerging technologies such as artificial intelligence.][added: centers.]

[removed: These additional] [added: The] risks [added: relating to security and availability of Fifth Third’s systems] are further heightened through the increasing use of near real-time money movement solutions such as Zelle, and increase the difficulty to detect, prevent and recover fraudulent transactions.

Refer to page [19](#i99b1a834e3824f788dff7336dbedec9e_10) for cautionary information regarding forward-looking statements.

Refer to the Credit Risk Management subsection of the Risk Management section in Item 7 of this Annual Report for more information on specific concentrations.

- increased collateral requirements including those driven by a decline in the market value of the financial instruments;

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Fifth Third’s business is dependent on the availability and performance of operational and information technology systems, including those provided by third-party service providers.

Interruptions or failures could materially adversely affect operations.

Failure, disruption, interruption or outage to any system may cause disruptions in critical business operations such as the ability to use accounting, deposit, loan, payment and other systems.

It could also cause unfavorable effects to clients and customers, including delays or other disruptions in services, limitations on Fifth Third’s ability to collect data needed for its business, inability to settle or clear transactions, the possibility that fund transfers are completed erroneously and fraudulent transactions.

While Fifth Third invests in automation and emerging technologies such as AI, to prevent, detect and remedy any interruptions or failures, manual oversight remains a critical component of its risk mitigation strategy.

Exception handling and control testing are employed to help identify and remediate errors that may not be captured through automated processes.

Despite these controls, failures are still possible and could result in operational disruptions or financial loss.

Risks of operational failures, disruptions or outages in Fifth Third’s operational and information technology systems, and those provided by third-party providers, can result from a variety of factors, only some of which may be wholly or partially within the control of Fifth Third, its third-party providers or the financial services industry more generally.

Such events could affect Fifth Third’s systems or limit Fifth Third’s ability to use information technology due to effects on underlying infrastructure.

Although Fifth Third regularly updates and replaces systems that it depends on, financial institutions generally continue to utilize some older systems alongside newer systems.

Causes of system failures, disruptions or outages may be difficult to detect.

Despite this, there can be no assurance that any cyber-attacks, security breaches or system failures or interruptions will not occur or, if any do occur, that it can be remediated in such a way to eliminate the risk.

Financial institutions are the targets of frequent efforts to breach systems, including through denial of service attacks, social engineering such as phishing and smishing, placement of insider threats, and ransomware, among others.

The increasing interdependence and complexity of financial institutions and infrastructure also means a disruption, compromise or failure that

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affects one segment of the financial services industry could also impact Fifth Third.

The prospect that AI may be used to conduct attacks may make them more difficult to detect.

Additionally, the growing sophistication of AI increases the risk of cyber-attacks.

Even with reasonable investment and diligence by Fifth Third, Fifth Third’s ability to prevent cyber-attacks, security breaches or system failures or interruptions impacting its third- and fourth-party service providers may be limited.

While controls are robust, the speed and automation of these systems introduce a risk of erroneous transactions that could result in financial loss.

Further, clients and customers use their own devices to utilize mobile banking and online services.

Not all of Fifth Third’s clients, customers or counterparties have appropriate controls in place to protect information exchanged between them and Fifth Third.

This may create new security risks and increase the likelihood of security incidents impacting customers’ information.

Customers’ information may not always be protected by third-party applications or other third-party technology used in connection with such services.

This can result and has resulted in fraud.

For more detail on Fifth Third’s cybersecurity governance structure and practices, see Item 1C of this Annual Report.

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Fifth Third’s financial condition and results of operations and could result in significant costs to remediate or replace the defective components.

Further, Fifth Third may utilize new technology, such as AI, in connection with its business and operations.

AI may be developed internally by Fifth Third, or may be provided to Fifth Third by third- or fourth-party service providers.

AI may introduce Fifth Third to novel or intensified legal, regulatory, ethical, operational, reputational or other risks.

AI models employed by Fifth Third or its service providers might be flawed due to improper design, implementation, or training or outputs based on data or algorithms that are incomplete, inadequate, misleading, biased or of poor quality.

These flaws may not be easily identifiable.

Additionally, there is no certainty that Fifth Third’s use of AI will successfully enhance its business operations or achieve its intended outcomes, and its competitors may adopt AI more swiftly or effectively than Fifth Third does.

AI usage is subject to a range of existing laws and regulations.

AI is also expected to be governed by new laws and regulations, or new applications of existing laws and regulations.

See “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this Annual Report on Form 10-K for more information.

If the current economic environment were to deteriorate, more customers may have difficulty in repaying their credit obligations which could result in a higher level of credit losses and reserves for credit losses.

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

The process for determining the amount of the ALLL and the reserve for unfunded commitments is critical to Fifth Third’s financial results and condition.

As an example, borrowers may “strategically default,” or discontinue making payments on their real estate-secured loans if the value of the real estate is less than what they owe, even if they are still financially able to make the payments.

In the event of significant deterioration in economic or market conditions, Fifth Third may be required to increase reserves in future periods, which would reduce earnings.

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

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

Fifth Third has significant exposure to businesses in certain economic sectors such as manufacturing, real estate, financial services, insurance and healthcare, and weaknesses in those businesses may adversely impact Fifth Third’s business, results of operations or financial condition.

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

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.

Many of Fifth Third’s transactions with other financial institutions expose Fifth Third to credit risk in the event of default of a counterparty or client.

The effects of global physical climate risks, severe weather events or health emergencies may have an effect on the performance of Fifth Third’s loan portfolios, thereby adversely impacting its results of operations.

The nature and level of these events and the impact of global climate change upon their frequency and severity cannot be predicted.

If large scale events occur, they may significantly impact Fifth Third’s loan portfolios by damaging properties pledged as collateral as well as impairing its borrowers’ ability to repay their loans.

Additionally, the impact of widespread health emergencies may adversely impact Fifth Third’s results of operations, such as the impacts previously experienced from the COVID-19 pandemic.

- increased collateral requirements;

If Fifth Third is unable to continue to fund assets through customer bank deposits or access capital markets on favorable terms or if Fifth Third suffers an increase in borrowing costs or otherwise fails to manage liquidity effectively, Fifth Third’s liquidity, operating margins and financial results and condition may be materially adversely affected.

Fifth Third’s ability to access the capital markets is important to its overall funding profile.

*26 Fifth Third Bancorp*

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.

A downgrade to Fifth Third or its subsidiaries’ credit rating could affect its ability to access the capital markets, increase its borrowing costs and negatively impact its profitability.

Additionally, a downgrade of the credit rating of any particular security issued by Fifth Third or its subsidiaries could negatively affect the ability of the holders of that security to sell the securities and the prices at which any such securities may be sold.

Other rating agencies may also take actions to downgrade their ratings of the securities issued by Fifth Third or its subsidiaries.

Fifth Third Bancorp typically receives substantially all of its revenue from dividends from its subsidiaries.

Various federal and/or state laws and regulations, as well as regulatory expectations, limit the amount of dividends that the Bancorp’s banking subsidiary and certain nonbank subsidiaries may pay to the Bancorp.

There will always be efforts on the part of threat actors to breach information security at financial institutions or with respect to financial transactions.

There have been several recent instances involving financial services, credit bureaus and consumer-based companies reporting the unauthorized disclosure of client or customer information or the destruction or theft of corporate data, by both private individuals and foreign governments.

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.

Furthermore, financial services companies are regularly the target of cyber-attacks such as distributed denial of service, social engineering and ransomware attacks.

The unintentional or willful acts or omissions of employees also remains the primary avenue through which threat actors attempt to gain access to company networks, information systems, data and credentials.

If personal, confidential or proprietary information of customers or clients in the Bancorp’s or such vendors’ or other third-parties’ possession were to be mishandled or misused, the Bancorp could suffer significant regulatory consequences, reputational damage and financial loss.

Fifth Third relies on its systems and certain third-party service providers and certain failures (including those related to cybersecurity or weather events exacerbated by climate change) could materially adversely affect operations.

Fifth Third may not be sufficiently resilient and may not recover from significant operational events in a timely manner which could create operational and reputational risks.

Additionally, Fifth Third collects, processes and stores sensitive consumer data by utilizing those and other systems and networks.

Fifth Third has security, backup and recovery systems in place, as well as a business continuity plan to ensure the systems will not be inoperable.

Fifth Third also has security to prevent unauthorized access to the systems.

In addition, Fifth Third requires its third-party service providers to maintain similar controls.

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

For the year ended December 31, [removed: 2024,] [added: 2025,] net interest income on an FTE basis and noninterest income provided 66% and 34% of total revenue, respectively.

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

[removed: During the year ended December 31, 2024, the] [added: The] Bancorp entered into and settled [added: a number of] accelerated share repurchase transactions [removed: totaling $625 million.][added: during the years ended December 31, 2025 and 2024.]

The senior notes will bear interest at a rate of [removed: 5.631%] [added: 4.967%] per annum [removed: until] [added: to, but excluding,] January 28, [removed: 2031.][added: 2027.]

[removed: From January 29, 2031 until maturity, the] [added: The] senior notes will bear interest at a rate of compounded SOFR plus [removed: 1.840%.][added: 0.81%.]

[removed: From September 6, 2029 until maturity,] [added: From, and including, January 28, 2027, to, but excluding,] the [added: maturity date, the] senior notes will bear interest at a rate of compounded SOFR plus [removed: 1.486%.][added: 0.81%.]

In January 2024, the Bancorp transferred $12.6 billion (amortized cost basis) of [added: investment] securities from available-for-sale to held-to-maturity to reflect the Bancorp’s change in intent to hold these securities to maturity in order to reduce potential capital volatility associated with investment security market price fluctuations.

[removed: Refer] [added: For further information on the investment securities portfolio, refer] to the Investment Securities subsection of the Balance Sheet Analysis section of [removed: MD&A for more information.][added: MD&A.]

[removed: Refer] [added: For additional information, refer] to Note [removed: 19] [added: 29] of the Notes to Consolidated Financial [removed: Statements for additional information on these settlements.][added: Statements.]

In addition to traditional financial metrics, such as revenue and expense trends, the Bancorp monitors other financial measures that assist in evaluating growth trends, capital [added: and liquidity] strength and operational efficiencies.

- CET1 [added: risk-based] Capital Ratio: CET1 [added: risk-based] capital divided by risk-weighted assets as defined by the Basel III standardized approach to risk-weighting of assets

| For the years ended December 31 ($ in millions, except per share data) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net interest income (U.S. GAAP) | | | $ | [removed: 5,630] [added: 5,982] | | | | | [removed: 5,827] [added: 5,630] | | | | | | [removed: 5,609] [added: 5,827] | | |

| Net interest income (FTE)*(a)(b)* | | | [removed: 5,654] [added: 6,002] | | | | | | [removed: 5,852] [added: 5,654] | | | | | | [removed: 5,625] [added: 5,852] | | |

| Noninterest income | | | [removed: 2,849] [added: 3,035] | | | | | | [removed: 2,881] [added: 2,849] | | | | | | [removed: 2,766] [added: 2,881] | | |

| Total revenue (FTE)*(a)(b)* | | | [removed: 8,503] [added: 9,037] | | | | | | [removed: 8,733] [added: 8,503] | | | | | | [removed: 8,391] [added: 8,733] | | |

| Provision for credit losses | | | [removed: 530] [added: 662] | | | | | | [removed: 515] [added: 530] | | | | | | [removed: 563] [added: 515] | | |

| Noninterest expense | | | [removed: 5,033] [added: 5,144] | | | | | | [removed: 5,205] [added: 5,033] | | | | | | [removed: 4,719] [added: 5,205] | | |

| Net income | | | [removed: 2,314] [added: 2,522] | | | | | | [removed: 2,349] [added: 2,314] | | | | | | [removed: 2,446] [added: 2,349] | | |

| Net income available to common shareholders | | | [removed: 2,155] [added: 2,376] | | | | | | [removed: 2,212] [added: 2,155] | | | | | | [removed: 2,330] [added: 2,212] | | |

| Earnings per share - basic | | | $ | [removed: 3.16] [added: 3.56] | | | | | [removed: 3.23] [added: 3.16] | | | | | | [removed: 3.38] [added: 3.23] | | |

| Earnings per share - diluted | | | [removed: 3.14] [added: 3.53] | | | | | | [removed: 3.22] [added: 3.14] | | | | | | [removed: 3.35] [added: 3.22] | | |

| Cash dividends declared per common share | | | [removed: 1.44] [added: 1.54] | | | | | | [removed: 1.36] [added: 1.44] | | | | | | [removed: 1.26] [added: 1.36] | | |

| Book value per share | | | [removed: 26.17] [added: 30.18] | | | | | | [removed: 25.04] [added: 26.17] | | | | | | [removed: 22.26] [added: 25.04] | | |

| Market value per share | | | [removed: 42.28] [added: 46.81] | | | | | | [removed: 34.49] [added: 42.28] | | | | | | [removed: 32.81] [added: 34.49] | | |

| Return on average assets | | | [removed: 1.09] [added: 1.19] | | % | | | | [removed: 1.13] [added: 1.09] | | | | | | [removed: 1.18] [added: 1.13] | | |

| Return on average common equity | | | [removed: 12.5] [added: 12.6] | | | | | | [removed: 14.2] [added: 12.5] | | | | | | [removed: 13.7] [added: 14.2] | | |

| Return on average tangible common equity*(b)* | | | [removed: 17.8] [added: 17.4] | | | | | | [removed: 21.3] [added: 17.8] | | | | | | [removed: 19.7] [added: 21.3] | | |

| Dividend payout | | | [removed: 45.6] [added: 43.3] | | | | | | [removed: 42.1] [added: 45.6] | | | | | | [removed: 37.3] [added: 42.1] | | |

The FTE adjustments were [removed: $24, $25] [added: $20, $24] and [removed: $16] [added: $25] for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.*

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

The Bancorp’s net income available to common shareholders for the year ended December 31, [removed: 2023] [added: 2025] was [removed: $2.2] [added: $2.4] billion, or [removed: $3.22] [added: $3.53] per diluted share, which was net of [removed: $137] [added: $146] million [removed: in] [added: of] preferred stock dividends.

Net interest income on an FTE basis (non-GAAP) was [removed: $5.7] [added: $6.0] billion for the year ended December 31, [removed: 2024, decreasing $198] [added: 2025, increasing $348] million compared to the prior year.

Net interest income [added: for the year ended December 31, 2025] was [removed: negatively] [added: positively] impacted by [removed: higher] [added: lower] funding costs due to [removed: increases in] [added: both the benefit of lower short-term] market [removed: interest] rates and [removed: deposit balance migration into higher yielding products as well as] a decrease in the average balances of [removed: commercial and industrial loans for the year ended December 31, 2024.][added: interest-bearing liabilities.]

These [removed: negative] [added: positive] impacts were partially offset by [removed: higher yields on average interest-earning assets and an increase] [added: decreases] in the average balances of [added: and lower yields on] other short-term [removed: investments.][added: investments as well as lower yields on average commercial loans and leases driven by lower short-term market rates.]

Net interest margin on an FTE basis (non-GAAP) was [removed: 2.90%] [added: 3.11%] for the year ended December 31, [removed: 2024] [added: 2025] compared to [removed: 3.05%] [added: 2.90%] for the year ended December 31, [removed: 2023.][added: 2024.]

The provision for credit losses was [removed: $530] [added: $662] million for the year ended December 31, [removed: 2024] [added: 2025] compared to [removed: $515] [added: $530] million in the prior year.

[removed: Provision] [added: The increase in provision] expense for the year ended December 31, [removed: 2024] [added: 2025] was [removed: 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 [added: factors that reduced] the [added: ACL from December 31, 2024, including the] impacts of changes in [removed: consumer loan portfolio mix, improvement in] [added: both] the [removed: macroeconomic forecast for] [added: mix and credit quality of] the consumer loan portfolio and improvements in probability of default ratings on [added: collectively-evaluated] commercial loans.

Net losses charged off as a percent of average portfolio loans and leases were [removed: 0.45%] [added: 0.60%] and [removed: 0.32%] [added: 0.45%] for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Acquisition of Comerica Incorporated

On February 1, 2026, Fifth Third Bancorp closed the merger with Comerica Incorporated (“Comerica”) in an all-stock transaction valued at approximately $12.7 billion.

Under the terms of the merger agreement, each outstanding share of Comerica’s common stock was converted into the right to receive 1.8663 shares of Fifth Third Bancorp common stock and each outstanding share of Comerica’s preferred stock was converted into the right to receive one share of a newly created series of preferred stock with comparable terms issued by the Bancorp.

Redemption of Preferred Stock

On September 30, 2025, the Bancorp redeemed all 14,000 outstanding shares of its 4.500% fixed-rate reset non-cumulative perpetual preferred stock, Series L, and the corresponding depositary shares, pursuant to its terms and conditions.

Prior to the redemption, the dividend rate on the Series L preferred stock was set to reach its first dividend reset date at which time the dividend would have reset to the five-year U.S. Treasury rate plus 4.215%.

Refer to Note 24 of the Notes to Consolidated Financial Statements for more information.

During the year ended December 31, 2025, the Bancorp repurchased $525 million of common stock in accelerated share repurchase transactions.

On June 13, 2025, the Bancorp’s Board of Directors authorized management to purchase 100 million shares of the Bancorp’s common stock through the open market or in any private party transactions.

This authorization superseded the prior authorization from June 2019 and did not include specific targets or an expiration date.

On January 28, 2025, the Bank issued and sold, under its bank note program, $700 million of fixed-rate/floating-rate senior notes due on January 28, 2028.

On January 28, 2025, the Bank issued and sold, under its bank note program, $300 million of floating-rate senior notes due on January 28, 2028.

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On September 30, 2025, the Bancorp redeemed all outstanding shares of its preferred stock, Series L, resulting in a $4 million reduction to net income available to common shareholders, which was recognized as incremental dividends on preferred stock in the Bancorp’s Consolidated Statements of Income.

Additionally, higher average balances of loans and leases and fixed rate consumer loan yield improvement driven by higher intermediate-term and long-term interest rates drove interest income growth.

Provision expense for the year ended December 31, 2025 increased primarily driven by the fraud-related impairment of an asset-backed finance commercial loan which included a charge-off of $178 million and a specific allowance of $20 million, as well as increases in specific reserves on individually evaluated commercial loans and higher period-end loan and lease balances.

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| Net interest income (U.S. GAAP) | | | $ | 5,982 | | | | | 5,630 | | | | | | 5,827 | | |

| Add: FTE adjustment | | | 20 | | | | | | 24 | | | | | | 25 | | |

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| Intangible assets | | | 69 | | | | | | 90 | | |

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Net interest income on an FTE basis (non-GAAP) was $6.0 billion for the year ended December 31, 2025, increasing $348 million compared to the prior year.

Net interest income for the year ended December 31, 2025 was positively impacted by lower funding costs due to both the benefit of lower short-term market rates and a decrease in the average balances of interest-bearing liabilities.

Additionally, higher average balances of loans and leases and fixed rate consumer loan yield improvement driven by higher intermediate-term and long-term interest rates drove interest income growth.

These positive impacts were partially offset by decreases in the average balances of and lower yields on other short-term investments as well as lower yields on average commercial loans and leases driven by lower short-term market rates.

Net interest margin on an FTE basis (non-GAAP) was 3.11% for the year ended December 31, 2025 compared to 2.90% for the year ended December 31, 2024.

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| Interest checking deposits | | | $ | 57,484 | | 1,514 | | | 2.63 | | % | | | | $ | 58,757 | | 1,927 | | | 3.28 | | % | | | | $ | 52,536 | | 1,555 | | | 2.96 | | % |

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| Taxable | | | (53) | | | | | | 1 | | | | | | (52) | | | | | | (26) | | | | | | 96 | | | | | | 70 | | |

The provision for credit losses was $662 million for the year ended December 31, 2025 compared to $530 million in the prior year.

Provision expense for the year ended December 31, 2025 increased primarily driven by the fraud-related impairment of an asset-backed finance commercial loan which included a charge-off of $178 million and a specific allowance of $20 million, as well as increases in specific reserves on individually evaluated commercial loans and higher period-end loan and lease balances.

The increase in provision expense for the year ended December 31, 2025 was partially offset by factors that reduced the ACL from December 31, 2024, including the impacts of changes in both the mix and credit quality of the consumer loan portfolio and improvements in probability of default ratings on collectively-evaluated commercial loans.

The ALLL decreased $99 million from December 31, 2024 to $2.3 billion at December 31, 2025.

FDIC Special Assessment

In 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 losses to the Deposit Insurance Fund associated with protecting uninsured depositors.

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.

*47 Fifth Third Bancorp*

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

On January 29, 2024, the Bancorp issued and sold $1.0 billion of fixed-rate/floating-rate senior notes which will mature on January 29, 2032.

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.

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.

| | | | | | | | | | | | | | | | | | |

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

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.

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.

Net interest income was also negatively impacted by elevated balances of other short-term investments during the year ended December 31, 2024.

Net interest margin results are expected to modestly increase over the next several quarters driven by fixed-rate asset repricing and moderating deposit costs.

However, net interest margin may be negatively impacted by increased deposit competition or higher levels of cash and other short-term investments.

| Interest checking deposits | | | $ | 58,599 | | 1,924 | | | 3.28 | | % | | | | $ | 52,378 | | 1,552 | | | 2.96 | | % | | | | $ | 45,835 | | 297 | | | 0.65 | | % |

| Foreign office deposits | | | 158 | | | 3 | | | 2.05 | | | | | | 158 | | | 3 | | | 1.82 | | | | | | 170 | | | 1 | | | 0.74 | | |

*(b)Net interest income (FTE), net interest margin (FTE) and net interest rate spread (FTE) are non-GAAP measures.

| Taxable | | | (26) | | | | | | 96 | | | | | | 70 | | | | | | 114 | | | | | | 126 | | | | | | 240 | | |

| Foreign office deposits | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 2 | | |

The provision is recorded to bring the ALLL and reserve for unfunded commitments to a level deemed appropriate by the Bancorp to cover losses expected in the portfolios.

Actual credit losses on loans and leases are charged against the ALLL.

The amount of loans and leases actually removed from the Consolidated Balance Sheets are referred to as charge-offs.

Net charge-offs include current period charge-offs less recoveries on previously charged-off loans and leases.

The ALLL increased $30 million from December 31, 2023 to $2.4 billion at December 31, 2024.

decreased $32 million from December 31, 2023 to $134 million at December 31, 2024.

*(a)During 2024, certain noninterest income line items were reclassified to better align disclosures to business activities.

These reclassifications were retrospectively applied to all prior periods presented.

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

This information is set forth in the Interest Rate and Price Risk Management section of Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of this [added: Annual] Report and is incorporated herein by reference.

Refer to page [removed: [15](#i4833cf6097c24fb59c49bcfe48f60cfd_10)] [added: [19](#i99b1a834e3824f788dff7336dbedec9e_10)] for cautionary information regarding forward-looking statements.

As of December 31, [removed: 2024,] [added: 2025,] Fifth Third had [removed: $213] [added: $214] billion in assets and operates [removed: 1,089] [added: 1,130] full-service Banking Centers and [removed: 2,080] [added: 2,199] Fifth Third branded ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia, North [added: Carolina, South] Carolina and [removed: South Carolina.][added: Alabama.]

Investor information and press releases can [added: also] be viewed [removed: on the Bancorp’s Investor Relations website] at ir.53.com.

Information on or accessible through [removed: our] [added: Fifth Third’s] website is not deemed to be incorporated into this Annual Report on Form 10-K.

Fifth Third’s common stock is traded on the NASDAQ® Global Select Market under the symbol [removed: “FITB.”][added: FITB.]

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: 2025.][added: 2026.]

Those reports include the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and [added: an] annual proxy statement, as well as any amendments to those reports.

The SEC maintains [removed: an internet site] [added: a website] that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.

The Bancorp’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, annual proxy statement and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are accessible at no cost on the Bancorp’s Investor Relations website at ir.53.com [removed: on a same day basis] [added: as soon as reasonably practicable] after they are electronically filed with or furnished to the SEC.

In addition, any future waivers from a provision of the Fifth Third Code of Business Conduct and Ethics covering any of Fifth Third’s directors or executive officers (including Fifth Third’s principal executive officer, principal financial [removed: officer,] [added: officer] and principal accounting officer or controller) will be posted at this [removed: internet address.][added: website.]

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

As of December 31, [removed: 2024,] [added: 2025,] the Bancorp had [removed: 18,616] [added: 18,676] full-time equivalent employees, compared to [removed: 18,724] [added: 18,616] as of December 31, [removed: 2023.][added: 2024.]

[removed: *16] [added: *25] Fifth Third Bancorp*

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

In [removed: 2024,] [added: 2025,] employees engaged in over [removed: 255,000] [added: 550,000] hours of discretionary learning.

[removed: Fifth Third’s] [added: The Bancorp’s] commitment to compliance and risk management [removed: also] remains strong, with [removed: all] employees and contingent workers completing [removed: more than 475,000] [added: over 450,000] course hours on these [removed: topics.][added: critical topics during 2025.]

[removed: Fifth Third’s comprehensive] [added: The] benefits program is designed to address the personal and professional needs of employees and their families.

The Bancorp continues to navigate the [removed: changing] [added: evolving] talent landscape by monitoring the external environment and adapting talent strategies to [removed: meet internal needs.][added: align with business goals.]

The Bancorp’s focus on [added: delivering] its employee value proposition demonstrates a continued commitment to employees [removed: by] [added: which includes] developing great leaders and [removed: evolving] [added: elevating] the employee experience.

The Bancorp’s recruitment strategies enhance the organization by [removed: promoting an inclusive culture.][added: enabling business success.]

To attract the most talented employees, the Bancorp continues to [removed: enhance] [added: deepen] relationships with universities and partner organizations to [removed: attract top] [added: ensure a strong pipeline for] talent.

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

[removed: *17] [added: *26] Fifth Third Bancorp*

The [removed: principal objectives of state and federal banking laws and regulations and the supervision, regulation and examination of banks] [added: Bancorp] and [removed: their parent companies (such as] the Bank [added: are subject to extensive regulation] and [removed: the Bancorp)] [added: supervision] by bank regulatory agencies [removed: are] [added: under federal and state law,] the [removed: maintenance] [added: principal objectives] of [added: which are] the safety and soundness of financial institutions, the maintenance of the [removed: federal deposit insurance system] [added: DIF] and the protection of consumers [removed: or classes of consumers,] [added: and the U.S. banking and financial system,] rather than the protection of [removed: shareholders or debtholders] [added: holders] of [removed: a bank or] the [removed: parent company of a bank.][added: Bancorp’s securities.]

The Tailoring Rules establish four risk-based categories of institutions, and the extent to which [removed: enhanced prudential standards] [added: EPS] and certain other capital and liquidity [removed: standards] [added: requirements] apply [removed: to these BHCs and banks] depends on the banking organization’s category.

The Bancorp and/or the Bank are subject to regulation and supervision primarily by the FRB, the [added: Office of the Comptroller of the Currency (the “OCC”), the FDIC, the] Consumer Financial Protection Bureau (the “CFPB”) and [removed: the OCC and] additionally by certain [removed: other functional] [added: federal, state and international] regulators and self-regulatory organizations.

The Bancorp and the Bank are required to file various reports with and are subject to examination by various regulators, including the FRB, the [removed: OCC] [added: OCC, the CFPB] and the [removed: CFPB.][added: FDIC.]

Applicable state and federal laws also grant [removed: the Bancorp’s] regulators the authority to impose additional requirements and restrictions on the activities of the Bancorp and the Bank and, in some situations, the imposition of such additional requirements and restrictions will not be publicly available information.

The following discussion describes certain elements of the comprehensive regulatory framework applicable to the [removed: Bancorp] [added: Bancorp, the Bank] and its [removed: subsidiaries.][added: other subsidiaries and is not intended to describe all applicable laws and regulations.]

The BHCA requires [removed: the] prior approval of the FRB for a BHC to acquire substantially all the assets of a bank or to acquire direct or indirect ownership or control of more than 5% of any class of the voting shares of any bank, BHC or savings association, or to merge or consolidate with any BHC.

[removed: *18] Fifth Third [removed: Bancorp*][added: leaders participated]

The BHCA generally prohibits a BHC from engaging in, or acquiring a direct or indirect interest in or control of more than 5% of any class of the voting shares of a company that is not a bank or a BHC that engages directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to its banking subsidiaries, except that it may engage in and may own shares of [removed: companies engaged in certain activities the FRB has determined to be so closely related to banking or managing or controlling banks as to be proper incident thereto.]

[removed: An FHC] [added: As an FHC, the Bancorp] is permitted to engage directly or indirectly in a broader range of activities than those permitted for a BHC under the BHCA.

Permitted activities for an FHC include [removed: securities underwriting and dealing, insurance underwriting and brokerage, merchant banking and other] activities that are [removed: declared by the FRB, in cooperation with the Treasury Department,] [added: determined] to be [removed: “financial] [added: financial] in [removed: nature or] [added: nature, as well as those] incidental [removed: thereto” or are declared] [added: or, if determined] by the [removed: FRB unilaterally to be “complementary”] [added: FRB, complementary] to financial activities.

A BHC may elect to become an FHC if the BHC is well-capitalized and is well managed and each of its banking subsidiaries is well-capitalized, is well managed and has at least a [removed: “Satisfactory”] [added: Satisfactory] rating under the Community Reinvestment Act (“CRA”).

[removed: The failure] [added: Failure] to meet such requirements could result in material restrictions on the activities of the FHC and may also adversely affect the FHC’s ability to [removed: enter into certain transactions (including] [added: engage in] mergers and [removed: acquisitions) or obtain necessary approvals in connection therewith,] [added: acquisitions,] as well as loss of FHC status.

The Bancorp is a legal entity separate and distinct from its subsidiaries and depends [removed: in part] [added: primarily] upon dividends received from its direct and indirect subsidiaries, including the Bank, to fund its activities, including [removed: its ability to make] [added: debt service and] capital distributions, such as [removed: paying] dividends or [removed: repurchasing shares.][added: share repurchases.]

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

No assurances can be given that the Bank [removed: will, in any circumstances,] [added: will] pay dividends to the Bancorp.

In addition, the Bancorp’s ability to make capital distributions, including paying dividends and repurchasing shares, is subject to the Bancorp complying with the automatic restrictions on capital distributions under the [removed: FRBs “Capital Rules” process discussed below] [added: FRB’s capital adequacy rules] (see Regulatory Capital Requirements below).

The Bancorp’s trust and registered investment advisory businesses had approximately $690 billion in total assets under care and managed $80 billion in assets for individuals, corporations and not-for-profit organizations as of December 31, 2025.

Additional information regarding the Bancorp’s businesses is included in Item 7 of this Annual Report.

The Bancorp’s continuous listening strategy is an important component of its inclusive culture and offers a holistic approach to collecting, measuring and responding to employee feedback through a variety of methods in order to enhance the employee experience at critical points along the employee lifecycle.

In 2025, Fifth Third launched a comprehensive platform designed to deliver leadership development content and experiences for leaders at all levels.

Several new development offerings were launched, including generative Artificial Intelligence (“AI”) training, coaching skills for managers and targeted programs to strengthen professional and leadership capabilities across the organization.

in more than 3,200 distinct development experiences.

The Bancorp understands the importance of rewarding employees for their talents and commitment to excellence.

To reflect that, employees’ Total Rewards package includes both competitive compensation as well as a complete benefits offering that supports employees through the stages of their careers and lives.

Fifth Third is committed to the holistic well-being of its employees.

Full year turnover was 16.4% in 2025 compared to 16.2% in 2024.

Federal and state laws and regulations define the Bancorp’s and the Bank’s permissible activities and requirements governing risk management practices, among other matters.

Violations of laws and regulations, or other unsafe and unsound practices, may result in regulatory agencies imposing fines or penalties, cease and desist orders, or taking other enforcement actions.

Under certain circumstances, these agencies may enforce these remedies directly against officers, directors, employees and other parties participating in the affairs of the Bancorp or the Bank.

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companies engaged in certain activities the FRB has determined to be so closely related to banking or managing or controlling banks as to be proper incident thereto.

*Enhanced Prudential Standards, Tailored Capital and Liquidity Requirements*

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and legislation modifying Dodd-Frank, the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018, the regulators adopted rules that apply certain enhanced prudential standards (“EPS”) and enhanced capital and liquidity requirements to BHCs and banks, such as the Bancorp and the Bank, with $100 billion or more in total consolidated assets (the “Tailoring Rules”).

Requirements for a Category IV institution include: risk management and risk committee requirements; specified liquidity risk management, stress testing, buffer and reporting requirements; a biennial supervisory stress test in even years with public disclosures; eligibility for standardized approach capital requirements; application of a stress capital buffer updated biennially; non-application of the countercyclical capital buffer or supplementary leverage ratio applicable to larger institutions; and calibrated liquidity coverage ratio and net stable funding ratio requirements.

For institutions with $250 billion or more in total consolidated assets, known as Category III institutions, more stringent additional requirements apply, including: prescribed liquidity risk limits, enhanced collateral monitoring frequency and intraday liquidity risk monitoring; more frequent liquidity stress tests and reporting; annual supervisory stress tests with public disclosure; biennial company-run stress tests with public disclosure plus annual internal stress tests; application of single counterparty credit limits; potential application of a countercyclical capital buffer; a supplementary leverage ratio; and enhanced liquidity coverage ratio and net stable funding ratio requirements.

After the acquisition of Comerica Incorporated, the Bancorp and the Bank expect to become Category III institutions by the end of 2026 and do not expect any material financial impacts associated with this transition.

Additionally, after the acquisition, the Bancorp and the Bank expect to meet or exceed all risk-based capital and leverage ratio requirements under the capital adequacy rules (see Regulatory Capital Requirements below).

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The Bancorp expects to remit the final quarterly payment of the special assessment at the end of the first quarter of 2026 and believes the related expense has been fully recognized as of December 31, 2025.

The Bank’s most recent CRA performance rating was Outstanding.

As of December 31, 2025, these limitations did not have an impact on the Bancorp’s executive compensation arrangements or ability to make capital distributions.

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Additionally, the Federal Deposit Insurance Corporation Improvement Act of 1991 (the “FDICIA”), among other things, requires the federal bank regulatory agencies to take prompt corrective action regarding depository institutions that do not meet minimum capital requirements.

The FDICIA establishes five regulatory capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.

A depository institution’s capital tier depends upon how its capital levels compare to various relevant capital measures and certain other factors, as established by regulation.

The FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized.

The FDICIA imposes progressively more restrictive restraints on operations, management and capital distributions depending on the category in which an institution is classified.

Undercapitalized depository institutions are subject to various restrictions on borrowing from the Federal Reserve System, among other limitations.

For more information related to regulatory capital requirements and the Bancorp’s and the Bank’s capital ratios, refer to Note 29 of the Notes to Consolidated Financial Statements.

On December 23, 2025, the OCC proposed to increase the threshold for application of these guidelines to apply only to national banks with average total consolidated assets of $700 billion.

The guidelines require financial institutions to create, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information.

In general, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such

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Further, enforcement actions with respect to these laws can result in substantial penalties, including criminal pleas.

These rules impose requirements regarding routing and network transaction processing.

The FRB’s final decision on whether to enact its proposal has since been placed on hold pending the conclusion of current litigation disputing the FRB’s authority to enact key provisions of the regulation that governs debit card interchange fees.

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

Additional information regarding the Bancorp’s businesses is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Availability of Financial Information

The Bancorp’s continuous listening strategy is an important component of its inclusive culture.

The Bancorp’s holistic approach to collecting, measuring and responding to employee feedback enhances the employee experience at critical points during times of change in business or work environments.

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 continuously analyzes its compensation programs to ensure all employees have equal opportunities to maximize their potential.

Full year turnover improved, decreasing from 16.9% in 2023 to 16.2% in 2024.

Acquisitions and Investments

The Bancorp’s strategy for growth includes strengthening its presence in core markets, expanding its presence in high-growth markets and broadening its product offerings.

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.

As a result, discussions, and in some cases, negotiations regarding acquisitions and investments may take place and future transactions involving cash, debt or equity securities may occur.

These typically involve the payment of a premium over book value and current market price, and therefore, some dilution of tangible book value and net income per share may occur with any future transactions.

In addition to the generally applicable state and federal laws governing businesses and employers, the Bancorp and the Bank are subject to extensive regulation and supervision under federal and state laws and regulations applicable to financial institutions and their parent companies.

Virtually all aspects of the business of the Bancorp and the Bank are subject to specific requirements or restrictions and general regulatory oversight.

The Bancorp and its subsidiaries are subject to an extensive regulatory framework of complex and comprehensive federal and state laws and regulations addressing the provision of banking and other financial services and other aspects of the Bancorp’s businesses and operations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and legislation modifying Dodd-Frank, the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 (“EGRRCPA”), will continue to impact the Bancorp and the Bank.

While the regulatory environment has recently been in a period of rebalancing, the Bancorp expects that its business will remain subject to extensive regulation and supervision.

The EGRRCPA amended various sections of Dodd-Frank, including section 165, which was revised to raise the asset thresholds for determining the application of enhanced prudential standards for BHCs.

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 publicly traded BHCs with $50 billion or more of consolidated assets.

BHCs with consolidated assets between $100 billion and $250 billion, including the Bancorp, were subject to the enhanced prudential standards that applied to them before enactment of EGRRCPA until December 31, 2019, when rules adopted by the FRB that tailor the applicability of enhanced prudential standards and capital and liquidity requirements for BHCs with $100 billion or more in total consolidated assets became effective, as described in detail below.

Subsequent to the EGRRCPA, the FRB adopted a rule that adjusts the thresholds at which certain enhanced prudential standards (“EPS”) apply to BHCs with $100 billion or more in total consolidated assets (the “EPS Tailoring Rule”) and the FRB, the Office of the Comptroller of the Currency (the “OCC”) and FDIC adopted a rule that similarly adjusts the thresholds at which certain other capital and liquidity standards apply to BHCs and banks with $100 billion or more in total consolidated assets (the “Capital and Liquidity Tailoring Rule” and, together with the EPS Tailoring Rule, the “Tailoring Rules”).

The Bank is also subject to regulation by the FDIC, which insures the Bank’s deposits as permitted by law.

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 loans and the amount of interest that may be charged on loans, as applicable.

Various federal and state consumer laws and regulations also affect the services provided to consumers.

The FRB, the OCC and the CFPB have the authority to issue orders for BHCs and banks to cease and desist from certain banking practices and violations of conditions imposed by, or violations of agreements with, the FRB, the OCC and the CFPB.

Some of the Bancorp’s and the Bank’s regulators are also empowered to assess civil money penalties against companies or individuals in certain situations, such as when there is a violation of a law or regulation.

This discussion is not intended to describe all laws and regulations applicable to the Bancorp, the Bank and the Bancorp’s other subsidiaries.

In addition, an FHC is allowed to conduct permissible new financial activities or acquire permissible non-bank financial companies with after-the-fact notice to the FRB.

To maintain FHC status, a BHC must continue to meet these requirements.

If restrictions are imposed on the activities of an FHC, such information may not necessarily be available to the public.

Under these requirements, the Bancorp may in the future be required to provide financial assistance to the Bank should it experience financial distress.

The FDIC may increase the Bank’s insurance premiums based on various factors, including the FDIC’s assessment of its risk profile.

As of June 30, 2020, the DIF reserve ratio fell to 1.30%, below the statutory minimum of 1.35%.

The FDIC, as required under the Federal Deposit Insurance Act, established a plan on September 15, 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35% within eight years.

On October 18, 2022, the FDIC adopted an amended restoration plan to increase the likelihood that the reserve

*19 Fifth Third Bancorp*

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

The FDIC’s amended restoration plan increases the initial base deposit insurance assessment rate schedules uniformly by 2 basis points, which began with the first quarterly assessment period of 2023.

Refer to Note 19 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this [removed: report] [added: Annual Report] for information regarding legal proceedings, which is incorporated herein by reference.

[Table of [removed: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)][added: Contents](#i99b1a834e3824f788dff7336dbedec9e_52)]

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: Number)] [added: Number)] | | |

[removed: (Address] [added: (Address] of principal executive [removed: offices)][added: offices)]

There were [removed: 665,618,316] [added: 901,819,022] shares of the Bancorp’s Common Stock, without par value, outstanding as of [removed: January 31, 2025.][added: February 1, 2026.]

The Aggregate Market Value of the Voting Stock held by non-affiliates of the Bancorp was [removed: $21.7] [added: $23.9] billion as of June 30, [removed: 2024.][added: 2025.]

[removed: *13] [added: *17] Fifth Third Bancorp*

Sections of the Bancorp’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

Only those sections of this [removed: 2024] [added: 2025] 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: 2024.][added: 2025.]

No other information contained in this [removed: 2024] [added: 2025] 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](#i4833cf6097c24fb59c49bcfe48f60cfd_16)] [added: [Business](#i99b1a834e3824f788dff7336dbedec9e_16)] | | | [removed: [16](#i4833cf6097c24fb59c49bcfe48f60cfd_16)] [added: [20](#i99b1a834e3824f788dff7336dbedec9e_16)] | | |

| | | | [Average Balance [removed: Sheets](#i6374a73bf2554c948c7587f6f279213a_0-0-53-12-985908)] [added: Sheets](#i3427a83067ee4945930236fb49864fe4_0-0-53-12-1191181)] | | | [removed: [58](#i6374a73bf2554c948c7587f6f279213a_0-0-53-12-985908)] [added: [59](#i3427a83067ee4945930236fb49864fe4_0-0-53-12-1191181)] | | |

| | | | [Analysis of Net Interest Income and Net Interest Income [removed: Changes](#i4833cf6097c24fb59c49bcfe48f60cfd_79)] [added: Changes](#i99b1a834e3824f788dff7336dbedec9e_79)] | | | [removed: [57](#i4833cf6097c24fb59c49bcfe48f60cfd_79)] [added: [58](#i99b1a834e3824f788dff7336dbedec9e_79)] | | |

| | | | [Investment Securities [removed: Portfolio](#i4833cf6097c24fb59c49bcfe48f60cfd_121)] [added: Portfolio](#i99b1a834e3824f788dff7336dbedec9e_121)] | | | [removed: [70](#i4833cf6097c24fb59c49bcfe48f60cfd_121), [127](#i4833cf6097c24fb59c49bcfe48f60cfd_208)] [added: [70](#i99b1a834e3824f788dff7336dbedec9e_121), [126](#i99b1a834e3824f788dff7336dbedec9e_205)] | | |

| | | | [Loan and Lease [removed: Portfolio](#i4833cf6097c24fb59c49bcfe48f60cfd_118)] [added: Portfolio](#i99b1a834e3824f788dff7336dbedec9e_118)] | | | [removed: [69](#i4833cf6097c24fb59c49bcfe48f60cfd_118), [130](#i4833cf6097c24fb59c49bcfe48f60cfd_211)] [added: [69](#i99b1a834e3824f788dff7336dbedec9e_118), [129](#i99b1a834e3824f788dff7336dbedec9e_208)] | | |

| | | | [Risk Elements of Loan and Lease [removed: Portfolio](#i4833cf6097c24fb59c49bcfe48f60cfd_136)] [added: Portfolio](#i99b1a834e3824f788dff7336dbedec9e_136)] | | | [removed: [77](#i4833cf6097c24fb59c49bcfe48f60cfd_136)] [added: [77](#i99b1a834e3824f788dff7336dbedec9e_136)] | | |

| | | | [removed: [Deposits](#i4833cf6097c24fb59c49bcfe48f60cfd_127)] [added: [Deposits](#i99b1a834e3824f788dff7336dbedec9e_127)] | | | [removed: [73](#i4833cf6097c24fb59c49bcfe48f60cfd_127)] [added: [73](#i99b1a834e3824f788dff7336dbedec9e_127)] | | |

| | | | [Return on Equity and [removed: Assets](#ieee4c8c9ed754d09aab75b8ebae83f67_26812)] [added: Assets](#ie77760fd8d604cfb9bbd33dfc70c6c72_0-0-1-6-1258309)] | | | [removed: [49](#ieee4c8c9ed754d09aab75b8ebae83f67_26812)] [added: [50](#ie77760fd8d604cfb9bbd33dfc70c6c72_0-0-1-6-1258309)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4833cf6097c24fb59c49bcfe48f60cfd_19)] [added: Factors](#i99b1a834e3824f788dff7336dbedec9e_19)] | | | [removed: [25](#i4833cf6097c24fb59c49bcfe48f60cfd_19)] [added: [27](#i99b1a834e3824f788dff7336dbedec9e_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4833cf6097c24fb59c49bcfe48f60cfd_25)] [added: Comments](#i99b1a834e3824f788dff7336dbedec9e_25)] | | | [removed: [39](#i4833cf6097c24fb59c49bcfe48f60cfd_25)] [added: [40](#i99b1a834e3824f788dff7336dbedec9e_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i4833cf6097c24fb59c49bcfe48f60cfd_28)] [added: [Cybersecurity](#i99b1a834e3824f788dff7336dbedec9e_28)] | | | [removed: [39](#i4833cf6097c24fb59c49bcfe48f60cfd_28)] [added: [40](#i99b1a834e3824f788dff7336dbedec9e_28)] | | |

| Item 2. | | | [removed: [Properties](#i4833cf6097c24fb59c49bcfe48f60cfd_31)] [added: [Properties](#i99b1a834e3824f788dff7336dbedec9e_31)] | | | [removed: [40](#i4833cf6097c24fb59c49bcfe48f60cfd_31)] [added: [41](#i99b1a834e3824f788dff7336dbedec9e_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4833cf6097c24fb59c49bcfe48f60cfd_34)] [added: Proceedings](#i99b1a834e3824f788dff7336dbedec9e_34)] | | | [removed: [40](#i4833cf6097c24fb59c49bcfe48f60cfd_34)] [added: [41](#i99b1a834e3824f788dff7336dbedec9e_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i4833cf6097c24fb59c49bcfe48f60cfd_37)] [added: Disclosures](#i99b1a834e3824f788dff7336dbedec9e_37)] | | | [removed: [40](#i4833cf6097c24fb59c49bcfe48f60cfd_37)] [added: [41](#i99b1a834e3824f788dff7336dbedec9e_37)] | | |

| | | | [Information about our Executive [removed: Officers](#i4833cf6097c24fb59c49bcfe48f60cfd_40)] [added: Officers](#i99b1a834e3824f788dff7336dbedec9e_40)] | | | [removed: [41](#i4833cf6097c24fb59c49bcfe48f60cfd_40)] [added: [42](#i99b1a834e3824f788dff7336dbedec9e_40)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4833cf6097c24fb59c49bcfe48f60cfd_46)] [added: Securities](#i99b1a834e3824f788dff7336dbedec9e_46)] | | | [removed: [43](#i4833cf6097c24fb59c49bcfe48f60cfd_46)] [added: [44](#i99b1a834e3824f788dff7336dbedec9e_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4833cf6097c24fb59c49bcfe48f60cfd_61)] [added: Operations](#i99b1a834e3824f788dff7336dbedec9e_61)] | | | [removed: [47](#i4833cf6097c24fb59c49bcfe48f60cfd_61)] [added: [48](#i99b1a834e3824f788dff7336dbedec9e_61)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4833cf6097c24fb59c49bcfe48f60cfd_172)] [added: Risk](#i99b1a834e3824f788dff7336dbedec9e_169)] | | | [removed: [105](#i4833cf6097c24fb59c49bcfe48f60cfd_172)] [added: [104](#i99b1a834e3824f788dff7336dbedec9e_169)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4833cf6097c24fb59c49bcfe48f60cfd_172)] [added: Data](#i99b1a834e3824f788dff7336dbedec9e_169)] | | | [removed: [105](#i4833cf6097c24fb59c49bcfe48f60cfd_172)] [added: [104](#i99b1a834e3824f788dff7336dbedec9e_169)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4833cf6097c24fb59c49bcfe48f60cfd_301)] [added: Disclosure](#i99b1a834e3824f788dff7336dbedec9e_307)] | | | [removed: [202](#i4833cf6097c24fb59c49bcfe48f60cfd_301)] [added: [202](#i99b1a834e3824f788dff7336dbedec9e_307)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4833cf6097c24fb59c49bcfe48f60cfd_304)] [added: Procedures](#i99b1a834e3824f788dff7336dbedec9e_310)] | | | [removed: [202](#i4833cf6097c24fb59c49bcfe48f60cfd_304)] [added: [202](#i99b1a834e3824f788dff7336dbedec9e_310)] | | |

| Item 9B. | | | [Other [removed: Information](#i4833cf6097c24fb59c49bcfe48f60cfd_310)] [added: Information](#i99b1a834e3824f788dff7336dbedec9e_316)] | | | [removed: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_310)] [added: [204](#i99b1a834e3824f788dff7336dbedec9e_316)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i4833cf6097c24fb59c49bcfe48f60cfd_313)] [added: Inspection](#i99b1a834e3824f788dff7336dbedec9e_322)] | | | [removed: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_313)] [added: [204](#i99b1a834e3824f788dff7336dbedec9e_322)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4833cf6097c24fb59c49bcfe48f60cfd_319)] [added: Governance](#i99b1a834e3824f788dff7336dbedec9e_328)] | | | [removed: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_319)] [added: [204](#i99b1a834e3824f788dff7336dbedec9e_328)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i4833cf6097c24fb59c49bcfe48f60cfd_322)] [added: Compensation](#i99b1a834e3824f788dff7336dbedec9e_331)] | | | [removed: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_322)] [added: [204](#i99b1a834e3824f788dff7336dbedec9e_331)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4833cf6097c24fb59c49bcfe48f60cfd_325)] [added: Matters](#i99b1a834e3824f788dff7336dbedec9e_334)] | | | [removed: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_325)] [added: [204](#i99b1a834e3824f788dff7336dbedec9e_334)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4833cf6097c24fb59c49bcfe48f60cfd_328)] [added: Independence](#i99b1a834e3824f788dff7336dbedec9e_337)] | | | [removed: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_328)] [added: [204](#i99b1a834e3824f788dff7336dbedec9e_337)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i4833cf6097c24fb59c49bcfe48f60cfd_331)] [added: Services](#i99b1a834e3824f788dff7336dbedec9e_340)] | | | [removed: [204](#i4833cf6097c24fb59c49bcfe48f60cfd_331)] [added: [204](#i99b1a834e3824f788dff7336dbedec9e_340)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i4833cf6097c24fb59c49bcfe48f60cfd_337)] [added: Schedules](#i99b1a834e3824f788dff7336dbedec9e_346)] | | | [removed: [205](#i4833cf6097c24fb59c49bcfe48f60cfd_337)] [added: [205](#i99b1a834e3824f788dff7336dbedec9e_346)] | | |

| Depositary Shares Representing a 1/40th Ownership Interest in a Share of | | | | | | | | | | | | | | | | | | | | |

| 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M | | | | | | FITBM | | | | | | The | | | NASDAQ | | | Stock Market LLC | | |

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

| | | | [Employees](#i085e3150c23d4e6fad28b51b995ec018_41741) | | | [20](#i085e3150c23d4e6fad28b51b995ec018_41742), [62](#i526cb51c2142403c929bae047ae108d7_2158) | | |

| | | | [Segment Information](#i99b1a834e3824f788dff7336dbedec9e_94) | | | [64](#i99b1a834e3824f788dff7336dbedec9e_94), [197](#i91ee0748232842769b98f90c1c27b7e7_9078) | | |

| | | | [Short-term Borrowings](#i99b1a834e3824f788dff7336dbedec9e_130) | | | [75](#i1fda7810fd6b43f4b0a9645eddf4ce02_2850), [160](#i99b1a834e3824f788dff7336dbedec9e_244) | | |

| SIGNATURES | | | | | | [210](#i99b1a834e3824f788dff7336dbedec9e_352) | | |

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_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) | | |

As of December 31, [removed: 2024,] [added: 2025,] 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, [added: financial condition or] results of [removed: operations or financial condition.][added: operations.]

In addition to the Board [added: of Directors] oversight discussed below, the Bancorp’s Internal Audit function independently oversees, reviews and validates these activities and reports to the Board of Directors on the effectiveness of governance, risk management and internal controls.

Refer to the Risk Management – Overview section of Item 7 [removed: (Management’s Discussion and Analysis] of [removed: Financial Condition and Results of Operations) of] this Annual Report for additional information on the Bancorp’s Enterprise Risk Management Framework and related risk management processes.

The Bancorp also maintains a Third Party Risk Management Program to perform similar functions related to risks associated with the Bancorp’s relationships with third [removed: parties.][added: parties, including the Bancorp’s third-party service providers.]

The Technology Committee of the Bancorp’s Board of Directors takes primary responsibility for overseeing the Bancorp’s information security programs at the Board [added: of Directors] level.

[removed: *39] [added: *40] Fifth Third Bancorp*

[Table of [removed: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)][added: Contents](#i99b1a834e3824f788dff7336dbedec9e_52)]

The Bancorp’s [added: Technology and] Information Security Governance Committee [removed: (“ISGC”)] [added: (“TISGC”)] 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 [removed: ISGC] [added: TISGC] 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 (“CISO”), Chief Information Officer, Chief Technology & Information Security Officer, Chief Data [added: Officer, Chief Technology] Officer and Chief Operational Risk Officer.

The [removed: ISGC’s] [added: TISGC’s] membership enables the [removed: ISGC] [added: TISGC] 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.

The CISO remains informed about developments in [removed: cybersecurity, including potential] [added: cybersecurity by monitoring the prevention, detection, mitigation and remediation of cybersecurity] threats and [added: events on an ongoing basis, as well as] emerging risk management techniques, [removed: reporting] [added: and reports] such information to the Chief Information Officer and Technology Committee periodically.

Despite the comprehensive approach to cybersecurity risk management described below, the Bancorp may not be successful in preventing or mitigating the impact of a cybersecurity incident that could have a material impact on its business, financial condition or results of operations.

See Item 1A.

(Risk Factors) of this Annual Report for a discussion of cybersecurity risks.

At December 31, [removed: 2024,] [added: 2025,] the Bancorp, through its banking [removed: and non-banking subsidiaries,] [added: subsidiary,] operated [removed: 1,089] [added: 1,130] banking centers, of which [removed: 716] [added: 713] were owned, [removed: 186] [added: 185] were leased and [removed: 187] [added: 232] were in owned buildings but on leased land.

The banking centers are located in the states of Ohio, Florida, Michigan, Illinois, Indiana, North Carolina, Kentucky, Tennessee, Georgia, South [removed: Carolina and] [added: Carolina,] West [removed: Virginia.][added: Virginia and Alabama.]

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

[Table of [removed: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)][added: Contents](#i99b1a834e3824f788dff7336dbedec9e_52)]

The names, ages and positions of the Executive Officers of the Bancorp as of February 24, [removed: 2025] [added: 2026] are listed below along with their business experience during the past five years:

Executive Vice [removed: President, Group Regional] President and Head of Wealth & Asset [removed: Management since July 2022.][added: Management.]

[removed: Ms. Garrett] [added: Mr. Sefzik] has been Executive Vice President and Head of Wealth & Asset Management since [removed: November 2020.][added: February 2026.]

[added: Mr. Gibson has been] Executive Vice President and Chief Corporate Responsibility Officer since February 2022.

Executive Vice President and Head of Commercial [removed: Bank of the Bancorp since January 2020.][added: Payments.]

Mr. Lavender [removed: has been] [added: was] Executive Vice President of the [removed: Bank since] [added: Bancorp from] 2016 [added: to 2025] and [removed: was the] [added: served as] Head of [removed: Corporate Banking] [added: Commercial Bank] from [removed: 2016 to] January [removed: 2020.][added: 2020 to July 2025.]

Previously, Mr. Lavender was [added: the Head of Corporate Banking from 2016 to January 2020,] Senior Vice President and Managing Director of Large Corporate and Specialized Lending from January 2009 to 2016 and the Senior Vice President and Head of National Healthcare Lending from December 2005 to January 2009.

[added: Mr. Leonard has been] Executive Vice President and Chief Operating Officer since January 2024.

[added: Mr. Lopper has been] Senior Vice President and Chief Accounting Officer since October 2024.

[added: Ms. Pinckney has been] Executive Vice President and Chief Human Resources Officer since September 2021.

[added: Mr. Preston has been] Executive Vice President and Chief Financial Officer since January 2024.

[removed: Previously, Mr. Preston served as the Treasurer of the Bancorp] from [removed: February 2020 to January 2024, Consumer Line of Business Chief Financial Officer from] September 2017 to February 2020, Assistant Treasurer from March 2014 to September 2017 and in various other roles in finance and accounting within Fifth Third from 2008 to 2014.

[added: Mr. Schramm has been] Executive Vice President and Chief Information Officer since March 2018.

[added: Mr. Shaffer has been] Executive Vice President and Chief Risk Officer since November 2020.

[added: Ms. Stevens has been] Executive Vice President and Chief Marketing Officer since February 2023.

Executive Vice [removed: President,] [added: President and] Chief Legal [removed: Officer and Corporate Secretary.][added: Officer.]

[removed: Ms. Zaunbrecher] [added: Mr. Gonzalez] has been Executive Vice President and Chief Legal Officer since [removed: May 2018.][added: July 2025.]

Prior to Fifth Third, [removed: Ms. Zaunbrecher] [added: Mr. Gonzalez] was a partner at the law firm Dinsmore [removed: and Shohl] [added: & Shohl,] LLP, where [removed: she practiced for 28 years and] [added: he] served as [removed: the Chair of the] [added: an Executive Board Member and] Corporate Department [removed: and a member of the firm’s board of directors and executive committee.][added: Chair.]

Spence, 47.

Bridgit C.

Chayt, 65.

Ms. Chayt has been Executive Vice President and Head of Commercial Payments since July 2025.

Ms. Chayt has been an Executive Vice President of the Bancorp since 2022.

Prior to that, she served as Senior Vice President and Head of Commercial Payments and Treasury Management from 2017 to 2022.

She was Director of Wholesale Payments from 2016 to 2017.

Executive Vice President and Chief Corporate Responsibility Officer.

Christian Gonzalez, 45.

Kevin J.

Khanna, 51.

Executive Vice President and Head of Commercial Bank.

Mr. Khanna has been Executive Vice President and Head of Commercial Bank since July 2025.

Mr. Khanna has been an Executive Vice President of the Bancorp since 2022.

He served as Head of Corporate and Investment Banking from 2024 to 2025.

Prior to that he served as Senior Vice President and Head of National Banking from 2020 to 2024, and led Fifth Third’s Technology, Media, and Telecom group from 2015 to 2020.

Darren J.

King, 56.

Executive Vice President and Head of Regional Banking.

Mr. King has been Executive Vice President and Head of Regional Banking since April 2025.

Prior to that, Mr. King served as Senior Executive Vice President and Co-Head of Business Banking at M&T Bancorp from 2023 to 2024.

He was Executive Vice President and Chief Financial Officer of M&T Bancorp from 2016 to 2023.

Lavender, 64.

Vice Chairman of Commercial Bank.

Mr. Lavender has been Vice Chairman of Commercial Bank since July 2025.

Leonard, 56.

Executive Vice President and Chief Operating Officer.

Lopper, 52.

Senior Vice President and Chief Accounting Officer.

Pinckney, 62.

Executive Vice President and Chief Human Resources Officer.

Preston, 49.

Executive Vice President and Chief Financial Officer.

Previously, Mr. Preston served as the Treasurer of the Bancorp from February 2020 to January 2024, Consumer Line of Business Chief Financial Officer

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

Schramm, 53.

Executive Vice President and Chief Information Officer.

Peter L.

Sefzik, 50.

Prior to that, Mr. Sefzik served as Senior Executive Vice President and Chief Banking Officer at Comerica Bank from 2023 to 2026 and as head of Comerica’s Commercial Bank from 2018 through 2023.

Spence, 46.

Kristine R.

Garrett, 66.

Previously, she was Senior Vice President and Head of Wealth & Asset Management from July 2019 to November 2020 and Head of Fifth Third Private Bank from October 2017 until July 2019.

Previously, she was President of Private Wealth in Chicago at CIBC U.S. from 2009 to 2017.

Lavender, 63.

Leonard, 55.

Lopper, 51.

Pinckney, 61.

Preston, 48.

Schramm, 52.

Shaffer, 55.

Stevens, 50.

Susan B.

Zaunbrecher, 65.

Ms. Zaunbrecher has been Corporate Secretary since March 2023 and was previously Corporate Secretary from May 2018 to November 2020.

The Bancorp’s common stock is traded in the over-the-counter market and is listed under the symbol [removed: “FITB”] [added: FITB] on the NASDAQ® Global Select Market System.

Additionally, as of December 31, [removed: 2024,] [added: 2025,] the Bancorp had [removed: 30,820] [added: 28,804] common shareholders of record.

[removed: *(a)Includes 156,597 shares] [added: *(a)Shares] repurchased during the fourth quarter of [removed: 2024] [added: 2025 were] in connection with various employee compensation [removed: plans of the Bancorp.][added: plans.]

*(b)On June [removed: 18, 2019,] [added: 13, 2025,] the [removed: Bancorp announced that its] [added: Bancorp’s] Board of Directors [removed: had] authorized management to purchase 100 million shares of the [removed: Bancorp*’*s] [added: Bancorp’s] common stock through the open market or in any private party transactions.

This authorization [added: superseded the prior authorization from June 2019 and] did not include specific targets or an expiration date.*

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

[Table of [removed: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)][added: Contents](#i99b1a834e3824f788dff7336dbedec9e_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: 2024,] [added: 2025,] respectively, compared to the S&P 500 Stock, the S&P Banks and the KBW Banks indices.

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: 2024] [added: 2025] ANNUAL REPORT

| [Glossary of Abbreviations and [removed: Acronyms](#i4833cf6097c24fb59c49bcfe48f60cfd_58)] [added: Acronyms](#i99b1a834e3824f788dff7336dbedec9e_58)] | | | | | | | | | [removed: [46](#i4833cf6097c24fb59c49bcfe48f60cfd_58)] [added: [47](#i99b1a834e3824f788dff7336dbedec9e_58)] | | |

| [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4833cf6097c24fb59c49bcfe48f60cfd_61)] [added: Operations](#i99b1a834e3824f788dff7336dbedec9e_61)] | | | | | | | | | | | |

| [Non-GAAP Financial [removed: Measures](#i4833cf6097c24fb59c49bcfe48f60cfd_67)] [added: Measures](#i99b1a834e3824f788dff7336dbedec9e_67)] | | | | | | | | | [removed: [51](#i4833cf6097c24fb59c49bcfe48f60cfd_67)] [added: [52](#i99b1a834e3824f788dff7336dbedec9e_67)] | | |

| [Recent Accounting [removed: Standards](#i4833cf6097c24fb59c49bcfe48f60cfd_70)] [added: Standards](#i99b1a834e3824f788dff7336dbedec9e_70)] | | | | | | | | | [removed: [53](#i4833cf6097c24fb59c49bcfe48f60cfd_70)] [added: [54](#i99b1a834e3824f788dff7336dbedec9e_70)] | | |

| [Critical Accounting [removed: Policies](#i4833cf6097c24fb59c49bcfe48f60cfd_73)] [added: Policies](#i99b1a834e3824f788dff7336dbedec9e_73)] | | | | | | | | | [removed: [53](#i4833cf6097c24fb59c49bcfe48f60cfd_73)] [added: [54](#i99b1a834e3824f788dff7336dbedec9e_73)] | | |

| [Statements of Income [removed: Analysis](#i4833cf6097c24fb59c49bcfe48f60cfd_76)] [added: Analysis](#i99b1a834e3824f788dff7336dbedec9e_76)] | | | | | | | | | [removed: [57](#i4833cf6097c24fb59c49bcfe48f60cfd_76)] [added: [58](#i99b1a834e3824f788dff7336dbedec9e_76)] | | |

| [Business Segment [removed: Review](#i4833cf6097c24fb59c49bcfe48f60cfd_94)] [added: Review](#i99b1a834e3824f788dff7336dbedec9e_94)] | | | | | | | | | [removed: [64](#i4833cf6097c24fb59c49bcfe48f60cfd_94)] [added: [64](#i99b1a834e3824f788dff7336dbedec9e_94)] | | |

| [Balance Sheet [removed: Analysis](#i4833cf6097c24fb59c49bcfe48f60cfd_115)] [added: Analysis](#i99b1a834e3824f788dff7336dbedec9e_115)] | | | | | | | | | [removed: [69](#i4833cf6097c24fb59c49bcfe48f60cfd_115)] [added: [69](#i99b1a834e3824f788dff7336dbedec9e_115)] | | |

| [Risk Management - [removed: Overview](#i4833cf6097c24fb59c49bcfe48f60cfd_133)] [added: Overview](#i99b1a834e3824f788dff7336dbedec9e_133)] | | | | | | | | | [removed: [76](#i4833cf6097c24fb59c49bcfe48f60cfd_133)] [added: [76](#i99b1a834e3824f788dff7336dbedec9e_133)] | | |

| [Credit Risk [removed: Management](#i4833cf6097c24fb59c49bcfe48f60cfd_136)] [added: Management](#i99b1a834e3824f788dff7336dbedec9e_136)] | | | | | | | | | [removed: [77](#i4833cf6097c24fb59c49bcfe48f60cfd_136)] [added: [77](#i99b1a834e3824f788dff7336dbedec9e_136)] | | |

| [Interest Rate and Price Risk [removed: Management](#i4833cf6097c24fb59c49bcfe48f60cfd_157)] [added: Management](#i99b1a834e3824f788dff7336dbedec9e_154)] | | | | | | | | | [removed: [94](#i4833cf6097c24fb59c49bcfe48f60cfd_157)] [added: [93](#i99b1a834e3824f788dff7336dbedec9e_154)] | | |

| [Legal and Regulatory Compliance Risk [removed: Management](#i4833cf6097c24fb59c49bcfe48f60cfd_166)] [added: Management](#i99b1a834e3824f788dff7336dbedec9e_163)] | | | | | | | | | [removed: [103](#i4833cf6097c24fb59c49bcfe48f60cfd_166)] [added: [102](#i99b1a834e3824f788dff7336dbedec9e_163)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i4833cf6097c24fb59c49bcfe48f60cfd_175)] [added: Firm](#i99b1a834e3824f788dff7336dbedec9e_172)] | | | | | | | | | [removed: [106](#i4833cf6097c24fb59c49bcfe48f60cfd_175)] [added: [105](#i99b1a834e3824f788dff7336dbedec9e_172)] | | |

| [Consolidated Statements of [removed: Income](#i4833cf6097c24fb59c49bcfe48f60cfd_181)] [added: Comprehensive Income](#i99b1a834e3824f788dff7336dbedec9e_181)] | | | | | | | | | [removed: [109](#i4833cf6097c24fb59c49bcfe48f60cfd_181)] [added: [109](#i99b1a834e3824f788dff7336dbedec9e_181)] | | |

| [Consolidated Statements of [removed: Comprehensive Income](#i4833cf6097c24fb59c49bcfe48f60cfd_184)] [added: Changes in Equity](#i99b1a834e3824f788dff7336dbedec9e_184)] | | | | | | | | | [removed: [110](#i4833cf6097c24fb59c49bcfe48f60cfd_184)] [added: [110](#i99b1a834e3824f788dff7336dbedec9e_184)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i4833cf6097c24fb59c49bcfe48f60cfd_193)] [added: Flows](#i99b1a834e3824f788dff7336dbedec9e_190)] | | | | | | | | | [removed: [112](#i4833cf6097c24fb59c49bcfe48f60cfd_193)] [added: [111](#i99b1a834e3824f788dff7336dbedec9e_190)] | | |

| [Summary of Significant Accounting and Reporting [removed: Policies](#i4833cf6097c24fb59c49bcfe48f60cfd_199)] [added: Policies](#i99b1a834e3824f788dff7336dbedec9e_196)] | | | [removed: [113](#i4833cf6097c24fb59c49bcfe48f60cfd_199)] [added: [112](#i99b1a834e3824f788dff7336dbedec9e_196)] | | | [Long-Term [removed: Debt](#i4833cf6097c24fb59c49bcfe48f60cfd_250)] [added: Debt](#i99b1a834e3824f788dff7336dbedec9e_247)] | | | [removed: [163](#i4833cf6097c24fb59c49bcfe48f60cfd_250)] [added: [161](#i99b1a834e3824f788dff7336dbedec9e_247)] | | |

| [Supplemental Cash Flow [removed: Information](#i4833cf6097c24fb59c49bcfe48f60cfd_202)] [added: Information](#i99b1a834e3824f788dff7336dbedec9e_199)] | | | [removed: [126](#i4833cf6097c24fb59c49bcfe48f60cfd_202)] [added: [125](#i99b1a834e3824f788dff7336dbedec9e_199)] | | | [Commitments, Contingent Liabilities and [removed: Guarantees](#i4833cf6097c24fb59c49bcfe48f60cfd_253)] [added: Guarantees](#i99b1a834e3824f788dff7336dbedec9e_250)] | | | [removed: [167](#i4833cf6097c24fb59c49bcfe48f60cfd_253)] [added: [165](#i99b1a834e3824f788dff7336dbedec9e_250)] | | |

| [Restrictions on Dividends and Capital [removed: Actions](#i4833cf6097c24fb59c49bcfe48f60cfd_205)] [added: Actions](#i99b1a834e3824f788dff7336dbedec9e_202)] | | | [removed: [126](#i4833cf6097c24fb59c49bcfe48f60cfd_205)] [added: [125](#i99b1a834e3824f788dff7336dbedec9e_202)] | | | [Legal and Regulatory [removed: Proceedings](#i4833cf6097c24fb59c49bcfe48f60cfd_256)] [added: Proceedings](#i99b1a834e3824f788dff7336dbedec9e_256)] | | | [removed: [171](#i4833cf6097c24fb59c49bcfe48f60cfd_256)] [added: [169](#i99b1a834e3824f788dff7336dbedec9e_256)] | | |

| [Investment [removed: Securities](#i4833cf6097c24fb59c49bcfe48f60cfd_208)] [added: Securities](#i99b1a834e3824f788dff7336dbedec9e_205)] | | | [removed: [127](#i4833cf6097c24fb59c49bcfe48f60cfd_208)] [added: [126](#i99b1a834e3824f788dff7336dbedec9e_205)] | | | [Related Party [removed: Transactions](#i4833cf6097c24fb59c49bcfe48f60cfd_259)] [added: Transactions](#i99b1a834e3824f788dff7336dbedec9e_259)] | | | [removed: [173](#i4833cf6097c24fb59c49bcfe48f60cfd_259)] [added: [171](#i99b1a834e3824f788dff7336dbedec9e_259)] | | |

| [Credit Quality and the Allowance for Loan and Lease [removed: Losses](#i4833cf6097c24fb59c49bcfe48f60cfd_214)] [added: Losses](#i99b1a834e3824f788dff7336dbedec9e_211)] | | | [removed: [132](#i4833cf6097c24fb59c49bcfe48f60cfd_214)] [added: [131](#i99b1a834e3824f788dff7336dbedec9e_211)] | | | [Retirement and Benefit [removed: Plans](#i4833cf6097c24fb59c49bcfe48f60cfd_265)] [added: Plans](#i99b1a834e3824f788dff7336dbedec9e_271)] | | | [removed: [176](#i4833cf6097c24fb59c49bcfe48f60cfd_265)] [added: [175](#i99b1a834e3824f788dff7336dbedec9e_271)] | | |

| [Bank Premises and [removed: Equipment](#i4833cf6097c24fb59c49bcfe48f60cfd_220)] [added: Equipment](#i99b1a834e3824f788dff7336dbedec9e_217)] | | | [removed: [145](#i4833cf6097c24fb59c49bcfe48f60cfd_220)] [added: [145](#i99b1a834e3824f788dff7336dbedec9e_217)] | | | [Accumulated Other Comprehensive [removed: Income](#i4833cf6097c24fb59c49bcfe48f60cfd_268)] [added: Income](#i99b1a834e3824f788dff7336dbedec9e_274)] | | | [removed: [179](#i4833cf6097c24fb59c49bcfe48f60cfd_268)] [added: [178](#i99b1a834e3824f788dff7336dbedec9e_274)] | | |

| [Operating Lease [removed: Equipment](#i4833cf6097c24fb59c49bcfe48f60cfd_223)] [added: Equipment](#i99b1a834e3824f788dff7336dbedec9e_220)] | | | [removed: [145](#i4833cf6097c24fb59c49bcfe48f60cfd_223)] [added: [145](#i99b1a834e3824f788dff7336dbedec9e_220)] | | | [Common, Preferred and Treasury [removed: Stock](#i4833cf6097c24fb59c49bcfe48f60cfd_271)] [added: Stock](#i99b1a834e3824f788dff7336dbedec9e_277)] | | | [removed: [181](#i4833cf6097c24fb59c49bcfe48f60cfd_271)] [added: [180](#i99b1a834e3824f788dff7336dbedec9e_277)] | | |

| [Lease Obligations – [removed: Lessee](#i4833cf6097c24fb59c49bcfe48f60cfd_226)] [added: Lessee](#i99b1a834e3824f788dff7336dbedec9e_223)] | | | [removed: [146](#i4833cf6097c24fb59c49bcfe48f60cfd_226)] [added: [146](#i99b1a834e3824f788dff7336dbedec9e_223)] | | | [Stock-Based [removed: Compensation](#i4833cf6097c24fb59c49bcfe48f60cfd_274)] [added: Compensation](#i99b1a834e3824f788dff7336dbedec9e_280)] | | | [removed: [183](#i4833cf6097c24fb59c49bcfe48f60cfd_274)] [added: [182](#i99b1a834e3824f788dff7336dbedec9e_280)] | | |

| [removed: [Goodwill](#i4833cf6097c24fb59c49bcfe48f60cfd_229)] [added: [Goodwill](#i99b1a834e3824f788dff7336dbedec9e_226)] | | | [removed: [147](#i4833cf6097c24fb59c49bcfe48f60cfd_229)] [added: [147](#i99b1a834e3824f788dff7336dbedec9e_226)] | | | [Other Noninterest Income and Other Noninterest [removed: Expense](#i4833cf6097c24fb59c49bcfe48f60cfd_280)] [added: Expense](#i99b1a834e3824f788dff7336dbedec9e_286)] | | | [removed: [186](#i4833cf6097c24fb59c49bcfe48f60cfd_280)] [added: [185](#i99b1a834e3824f788dff7336dbedec9e_286)] | | |

| [Intangible [removed: Assets](#i4833cf6097c24fb59c49bcfe48f60cfd_232)] [added: Assets](#i99b1a834e3824f788dff7336dbedec9e_229)] | | | [removed: [148](#i4833cf6097c24fb59c49bcfe48f60cfd_232)] [added: [148](#i99b1a834e3824f788dff7336dbedec9e_229)] | | | [Earnings Per [removed: Share](#i4833cf6097c24fb59c49bcfe48f60cfd_283)] [added: Share](#i99b1a834e3824f788dff7336dbedec9e_289)] | | | [removed: [186](#i4833cf6097c24fb59c49bcfe48f60cfd_283)] [added: [185](#i99b1a834e3824f788dff7336dbedec9e_289)] | | |

| [Variable Interest [removed: Entities](#i4833cf6097c24fb59c49bcfe48f60cfd_235)] [added: Entities](#i99b1a834e3824f788dff7336dbedec9e_232)] | | | [removed: [149](#i4833cf6097c24fb59c49bcfe48f60cfd_235)] [added: [149](#i99b1a834e3824f788dff7336dbedec9e_232)] | | | [Fair Value [removed: Measurements](#i4833cf6097c24fb59c49bcfe48f60cfd_286)] [added: Measurements](#i99b1a834e3824f788dff7336dbedec9e_292)] | | | [removed: [187](#i4833cf6097c24fb59c49bcfe48f60cfd_286)] [added: [186](#i99b1a834e3824f788dff7336dbedec9e_292)] | | |

| [Sales of Receivables and Servicing [removed: Rights](#i4833cf6097c24fb59c49bcfe48f60cfd_238)] [added: Rights](#i99b1a834e3824f788dff7336dbedec9e_235)] | | | [removed: [153](#i4833cf6097c24fb59c49bcfe48f60cfd_238)] [added: [153](#i99b1a834e3824f788dff7336dbedec9e_235)] | | | [Regulatory Capital Requirements and Capital [removed: Ratios](#i4833cf6097c24fb59c49bcfe48f60cfd_289)] [added: Ratios](#i99b1a834e3824f788dff7336dbedec9e_295)] | | | [removed: [195](#i4833cf6097c24fb59c49bcfe48f60cfd_289)] [added: [194](#i99b1a834e3824f788dff7336dbedec9e_295)] | | |

| October 1 - October 31, 2025 | | | 76,717 | | | | | | $ | 44.26 | | | | | — | | | | | | 93,070,648 | | |

| November 1 - November 30, 2025 | | | 15,406 | | | | | | 42.72 | | | | | | — | | | | | | 93,070,648 | | |

| December 1 - December 31, 2025 | | | 83,846 | | | | | | 47.21 | | | | | | — | | | | | | 93,070,648 | | |

| Total | | | 175,969 | | | | | | $ | 45.53 | | | | | — | | | | | | 93,070,648 | | |

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

| [Overview](#i99b1a834e3824f788dff7336dbedec9e_64) | | | | | | | | | [48](#i99b1a834e3824f788dff7336dbedec9e_64) | | |

| [Liquidity Risk Management](#i99b1a834e3824f788dff7336dbedec9e_157) | | | | | | | | | [99](#i99b1a834e3824f788dff7336dbedec9e_157) | | |

| [Operational Risk Management](#i99b1a834e3824f788dff7336dbedec9e_160) | | | | | | | | | [101](#i99b1a834e3824f788dff7336dbedec9e_160) | | |

| [Capital Management](#i99b1a834e3824f788dff7336dbedec9e_166) | | | | | | | | | [103](#i99b1a834e3824f788dff7336dbedec9e_166) | | |

| [Consolidated Balance Sheets](#i99b1a834e3824f788dff7336dbedec9e_175) | | | | | | | | | [107](#i99b1a834e3824f788dff7336dbedec9e_175) | | |

| [Consolidated Statements of Income](#i99b1a834e3824f788dff7336dbedec9e_178) | | | | | | | | | [108](#i99b1a834e3824f788dff7336dbedec9e_178) | | |

| [Loans and Leases](#i99b1a834e3824f788dff7336dbedec9e_208) | | | [129](#i99b1a834e3824f788dff7336dbedec9e_208) | | | [Income Taxes](#i99b1a834e3824f788dff7336dbedec9e_265) | | | [172](#i99b1a834e3824f788dff7336dbedec9e_265) | | |

| [Derivative Financial Instruments](#i99b1a834e3824f788dff7336dbedec9e_238) | | | [154](#i99b1a834e3824f788dff7336dbedec9e_238) | | | [Parent Company Financial Statements](#i99b1a834e3824f788dff7336dbedec9e_298) | | | [195](#i99b1a834e3824f788dff7336dbedec9e_298) | | |

| [Other Assets](#i99b1a834e3824f788dff7336dbedec9e_241) | | | [160](#i99b1a834e3824f788dff7336dbedec9e_241) | | | [Business Segments](#i99b1a834e3824f788dff7336dbedec9e_301) | | | [197](#i99b1a834e3824f788dff7336dbedec9e_301) | | |

| [Short-Term Borrowings](#i99b1a834e3824f788dff7336dbedec9e_244) | | | [160](#i99b1a834e3824f788dff7336dbedec9e_244) | | | [Business Combination](#i99b1a834e3824f788dff7336dbedec9e_2452) | | | [201](#i99b1a834e3824f788dff7336dbedec9e_2452) | | |

| | | | | | | [Subsequent Event](#i99b1a834e3824f788dff7336dbedec9e_304) | | | [201](#i99b1a834e3824f788dff7336dbedec9e_304) | | |

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

| DCF: Discounted Cash Flow | | | PCD: Purchase Credit-Deteriorated | | |

| DTCC: Depository Trust & Clearing Corporation | | | PSA: Performance Share Award | | |

| ERM: Enterprise Risk Management | | | PSL: Purchased Seasoned Loans | | |

| EVE: Economic Value of Equity | | | ROU: Right-of-Use | | |

| FDIC: Federal Deposit Insurance Corporation | | | SAR: Stock Appreciation Right | | |

| FINRA: Financial Industry Regulatory Authority | | | TILA: Truth in Lending Act | | |

| FNMA: Federal National Mortgage Association | | | TRA: Tax Receivable Agreement | | |

| FTS: Fifth Third Securities, Inc. | | | VA: United States Department of Veterans Affairs | | |

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

| 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 | | |

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

| [Liquidity Risk Management](#i4833cf6097c24fb59c49bcfe48f60cfd_160) | | | | | | | | | [100](#i4833cf6097c24fb59c49bcfe48f60cfd_160) | | |

| [Operational Risk Management](#i4833cf6097c24fb59c49bcfe48f60cfd_163) | | | | | | | | | [102](#i4833cf6097c24fb59c49bcfe48f60cfd_163) | | |

| [Capital Management](#i4833cf6097c24fb59c49bcfe48f60cfd_169) | | | | | | | | | [104](#i4833cf6097c24fb59c49bcfe48f60cfd_169) | | |

| [Consolidated Balance Sheets](#i4833cf6097c24fb59c49bcfe48f60cfd_178) | | | | | | | | | [108](#i4833cf6097c24fb59c49bcfe48f60cfd_178) | | |

| [Consolidated Statements of Changes in Equity](#i4833cf6097c24fb59c49bcfe48f60cfd_187) | | | | | | | | | [111](#i4833cf6097c24fb59c49bcfe48f60cfd_187) | | |

| [Loans and Leases](#i4833cf6097c24fb59c49bcfe48f60cfd_211) | | | [130](#i4833cf6097c24fb59c49bcfe48f60cfd_211) | | | [Income Taxes](#i4833cf6097c24fb59c49bcfe48f60cfd_262) | | | [174](#i4833cf6097c24fb59c49bcfe48f60cfd_262) | | |

| [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) | | |

| DCF: Discounted Cash Flow | | | PSA: Performance Share Award | | |

| DTCC: Depository Trust & Clearing Corporation | | | RCC: Risk and Compliance Committee | | |

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

| EVE: Economic Value of Equity | | | RSU: Restricted Stock Unit | | |

| FHLMC: Federal Home Loan Mortgage Corporation | | | TBA: To Be Announced | | |

| FINRA: Financial Industry Regulatory Authority | | | TRA: Tax Receivable Agreement | | |

| FNMA: Federal National Mortgage Association | | | TruPS: Trust Preferred Securities | | |

| FTE: Fully Taxable Equivalent | | | Principles | | |

| FTS: Fifth Third Securities, Inc. | | | VIE: Variable Interest Entity | | |

[Table of [removed: Contents](#i4833cf6097c24fb59c49bcfe48f60cfd_52)][added: Contents](#i99b1a834e3824f788dff7336dbedec9e_52)]

We have audited the accompanying consolidated balance sheets of Fifth Third Bancorp and subsidiaries (the “Bancorp”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in equity, and cash [removed: flows] [added: flows,] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control—Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, [removed: 2025] [added: 2026,] expressed an unqualified opinion on the Bancorp’s internal control over financial reporting.

At December 31, [removed: 2024,] [added: 2025,] 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 $1.2 billion at December 31, [removed: 2024,] [added: 2025,] which includes adjustments for the qualitative factors noted above.

- [removed: With the assistance of our credit specialists, we] [added: We] tested the mathematical accuracy of the underlying support used as a basis for the qualitative adjustments.

[removed: February 24, 2025][added: | | | | 2025 | | | | | | | | | | | |]

| As of December 31 ($ in millions, except share data) | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | |

| Cash and due from banks | | | [removed: $] [added: $] | [removed: 3,014] [added: 3,014] | | [removed: 3,142] [added: 3,014] | | | [added: — | | | — | | | 3,014 | | |]

| Other short-term [removed: investments*(a)*] [added: investments] | | | [removed: 17,120] [added: 17,120] | | | [removed: 22,082] [added: 17,120] | | | [added: — | | | — | | | 17,120 | | |]

| Available-for-sale debt and other securities (amortized cost of [removed: $43,878] [added: $39,107] and [removed: $55,789)] [added: $43,878)] | | | [removed: 39,547] [added: 36,159] | | | [removed: 50,419] [added: 39,547] | | |

| Held-to-maturity securities (fair value of [removed: $10,965] [added: $11,404] and [removed: $2)] [added: $10,965)] | | | [removed: 11,278] [added: 11,368] | | | [removed: 2] [added: 11,278] | | |

| Trading debt securities | | | [removed: 1,185] [added: 1,057] | | | [removed: 899] [added: 1,185] | | |

| Equity securities | | | [removed: 341] [added: 453] | | | [removed: 613] [added: 341] | | |

| Loans and leases held for sale (includes [removed: $574] [added: $658] and [removed: $334] [added: $574] of residential mortgage loans measured at fair value) | | | [removed: 640] [added: 733] | | | [removed: 378] [added: 640] | | |

| Portfolio loans and leases*(a)* (includes [removed: $108] [added: $106] and [removed: $116] [added: $108] of residential mortgage loans measured at fair value) | | | [removed: 119,791] [added: 122,651] | | | [removed: 117,234] [added: 119,791] | | |

| Allowance for loan and lease losses*(a)* | | | [removed: (2,352)] [added: (2,253)] | | | [removed: (2,322)] [added: (2,352)] | | |

| Portfolio loans and leases, net | | | [removed: 117,439] [added: 120,398] | | | [removed: 114,912] [added: 117,439] | | |

| Bank premises and equipment (includes [removed: $14] [added: $9] and [removed: $19] [added: $14] held for sale) | | | [removed: 2,475] [added: 2,734] | | | [removed: 2,349] [added: 2,475] | | |

| Operating lease equipment | | | [removed: 319] [added: 374] | | | [removed: 459] [added: 319] | | |

| Goodwill | | | [removed: 4,918] [added: 4,947] | | | [removed: 4,919] [added: 4,918] | | |

| Intangible assets | | | [removed: 90] [added: 69] | | | [removed: 125] [added: 90] | | |

| Servicing rights | | | [removed: 1,704] [added: —] | | | [removed: 1,737] [added: —] | | | [added: 1,704 | | | 1,704 | | |]

| Other assets*(a)* | | | [removed: 12,857] [added: 12,111] | | | [removed: 12,538] [added: 12,857] | | |

| Total Assets | | | $ | [removed: 212,927] [added: 214,376] | | [removed: 214,574] [added: 212,927] | | |

| Noninterest-bearing deposits | | | $ | [removed: 41,038] [added: 42,647] | | [removed: 43,146] [added: 41,038] | | |

| Interest-bearing deposits | | | [removed: 126,214] [added: 129,172] | | | [removed: 125,766] [added: 126,214] | | |

| Total deposits | | | [removed: 167,252] [added: 171,819] | | | [removed: 168,912] [added: 167,252] | | |

| Federal funds purchased | | | [removed: 204] [added: $] | [added: 226] | | [removed: 193] | | | [added: 3.61 | | % | | | | $ | 204 | | | | | 4.30 | | % |]

| [removed: Other] [added: Total other] short-term borrowings | | | [removed: 4,450] [added: $] | [added: 700] | | [removed: 2,861] [added: 4,450] | | |

| Accrued taxes, interest and expenses | | | [removed: 2,137] [added: 2,083] | | | [removed: 2,195] [added: 2,137] | | |

| Other liabilities*(a)* | | | [removed: 4,902] [added: 4,235] | | | [removed: 4,861] [added: 4,902] | | |

| Long-term debt*(a)* | | | [removed: 14,337] [added: 13,589] | | | [removed: 16,380] [added: 14,337] | | |

| Total Liabilities | | | $ | [removed: 193,282] [added: 192,652] | | [removed: 195,402] [added: 193,282] | | |

| Preferred stock*(c)* | | | [removed: 2,116] [added: 1,770] | | | 2,116 | | |

| Capital surplus | | | [removed: 3,804] [added: 3,831] | | | [removed: 3,757] [added: 3,804] | | |

| Retained earnings | | | [removed: 24,150] [added: 25,488] | | | [removed: 22,997] [added: 24,150] | | |

| Accumulated other comprehensive loss | | | [removed: (4,636)] [added: (3,110)] | | | [removed: (4,487)] [added: (4,636)] | | |

| Treasury stock*(b)* | | | [removed: (7,840)] [added: (8,306)] | | | [removed: (7,262)] [added: (7,840)] | | |

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

| Interest on short-term borrowings | | | 215 | | | 168 | | | 262 | | |

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

| Redemption of preferred stock, Series L | | | | | | (346) | | | | | | (4) | | | | | | | | | (350) | | |

| Balance at December 31, 2025 | | | $ | 2,051 | | 1,770 | | | 3,831 | | | 25,488 | | | (3,110) | | | (8,306) | | | 21,724 | | |

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

| Redemption of preferred stock, Series L | | | (350) | | | — | | | — | | |

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

years in which the net investment is positive.

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

for interest payments received on a nonaccrual loan or lease.

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

present value of expected cash flows of the loan or lease, discounted at its effective interest rate.

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

loan amount and the ARM margin.

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

If the Bancorp concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is not required, and no impairment is recognized.

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

a market-based approach.

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

fees related to ancillary services provided to consumers.

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

Standard Adopted in 2025

*ASU 2025-06 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*

In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for internal-use software by replacing the stage-based capitalization model with a principle-based framework.

The amended guidance clarifies that capitalization begins when management authorizes funding and determines that it is probable the project will be completed and the software will be used as intended.

The amended guidance is effective for the Bancorp on January 1, 2028 with early adoption permitted.

The amendments should be applied on either a

[Table of Contents](#i99b1a834e3824f788dff7336dbedec9e_52)

prospective, modified or retrospective basis.

The Bancorp is in the process of evaluating the impact of the amended guidance on its Consolidated Financial Statements.

*ASU 2025-07 – Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract*

In September 2025, the FASB issued ASU 2025-07, which refines derivative accounting by introducing a scope exception for certain contracts with variables based on the specific operations or activities of one of the parties to the contract.

| | | | | | | | | |

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

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

These reclassifications were retrospectively applied to all prior periods presented.

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

| Balance at December 31, 2021 | | | $ | 2,051 | | 2,116 | | | 3,624 | | | 20,236 | | | 1,207 | | | (7,024) | | | 22,210 | | |

*(b)Related to the adoption of ASU 2023-02 as of January 1, 2024.

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.

residual value of the leased property, less unearned income.

environment, the industry and geographic region of the borrower, size and financial condition of the borrower, cash flow and leverage of the borrower and the Bancorp’s evaluation of the borrower’s management.

during the life of the loan as losses in excess of the reserve become probable and reasonably estimable.