A Dark Vector Cognition product

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

17K characters. Original on sec.gov · Markdown

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Bancorp’s common stock is traded in the over-the-counter market and is listed under the symbol FITB on the NASDAQ® Global Select Market System.

See a discussion of dividend limitations that the subsidiaries can pay to the Bancorp discussed in Note 3 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. Additionally, as of December 31, 2025, the Bancorp had 28,804 common shareholders of record.

Issuer Purchases of Equity Securities
PeriodTotal Number of Shares Purchased*(a)*Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet be Purchased Under the Plans or Programs*(b)*
October 1 - October 31, 202576,717$44.26—93,070,648
November 1 - November 30, 202515,40642.72—93,070,648
December 1 - December 31, 202583,84647.21—93,070,648
Total175,969$45.53—93,070,648

*(a)*Shares repurchased during the fourth quarter of 2025 were in connection with various employee compensation plans. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.

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 This authorization superseded the prior authorization from June 2019 and did not include specific targets or an expiration date.

See further discussion on share repurchase transactions and stock-based compensation in Note 24 and Note 25 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

44 Fifth Third Bancorp

Table of Contents

The following performance graphs do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Bancorp specifically incorporates the performance graphs by reference therein.

Total Return Analysis

The graphs below summarize the cumulative return experienced by the Bancorp’s shareholders over the five and ten year periods ended December 31, 2025, respectively, compared to the S&P 500 Stock, the S&P Banks and the KBW Banks indices.

FIFTH THIRD BANCORP VS. MARKET INDICES

642

644

45 Fifth Third Bancorp

Table of Contents

53_Logo_horizontal_FullColor.jpg

2025 ANNUAL REPORT

FINANCIAL CONTENTS

Glossary of Abbreviations and Acronyms47
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview48
Non-GAAP Financial Measures52
Recent Accounting Standards54
Critical Accounting Policies54
Statements of Income Analysis58
Business Segment Review64
Balance Sheet Analysis69
Risk Management - Overview76
Credit Risk Management77
Interest Rate and Price Risk Management93
Liquidity Risk Management99
Operational Risk Management101
Legal and Regulatory Compliance Risk Management102
Capital Management103
Report of Independent Registered Public Accounting Firm105
Financial Statements
Consolidated Balance Sheets107
Consolidated Statements of Income108
Consolidated Statements of Comprehensive Income109
Consolidated Statements of Changes in Equity110
Consolidated Statements of Cash Flows111
Notes to Consolidated Financial Statements
Summary of Significant Accounting and Reporting Policies112Long-Term Debt161
Supplemental Cash Flow Information125Commitments, Contingent Liabilities and Guarantees165
Restrictions on Dividends and Capital Actions125Legal and Regulatory Proceedings169
Investment Securities126Related Party Transactions171
Loans and Leases129Income Taxes172
Credit Quality and the Allowance for Loan and Lease Losses131Retirement and Benefit Plans175
Bank Premises and Equipment145Accumulated Other Comprehensive Income178
Operating Lease Equipment145Common, Preferred and Treasury Stock180
Lease Obligations – Lessee146Stock-Based Compensation182
Goodwill147Other Noninterest Income and Other Noninterest Expense185
Intangible Assets148Earnings Per Share185
Variable Interest Entities149Fair Value Measurements186
Sales of Receivables and Servicing Rights153Regulatory Capital Requirements and Capital Ratios194
Derivative Financial Instruments154Parent Company Financial Statements195
Other Assets160Business Segments197
Short-Term Borrowings160Business Combination201
Subsequent Event201
Management’s Assessment as to the Effectiveness of Internal Control over Financial Reporting202
Report of Independent Registered Public Accounting Firm203
Consolidated Ten Year Comparison211
Directors and Officers212
Corporate Information

46 Fifth Third Bancorp

Table of Contents

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

Fifth Third Bancorp provides the following list of abbreviations and acronyms as a tool for the reader that are used in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Consolidated Financial Statements and the Notes to Consolidated Financial Statements.

ACL: Allowance for Credit LossesGNMA: Government National Mortgage Association
AFS: Available-for-SaleGSE: United States Government Sponsored Enterprise
ALCO: Asset Liability Management CommitteeHTM: Held-To-Maturity
ALLL: Allowance for Loan and Lease LossesIPO: Initial Public Offering
AOCI: Accumulated Other Comprehensive Income (Loss)IRC: Internal Revenue Code
APR: Annual Percentage RateIRLC: Interest Rate Lock Commitment
ARM: Adjustable Rate MortgageISDA: International Swaps and Derivatives Association, Inc.
ASC: Accounting Standards CodificationLIBOR: London Interbank Offered Rate
ASU: Accounting Standards UpdateLIHTC: Low-Income Housing Tax Credit
ATM: Automated Teller MachineLLC: Limited Liability Company
BHC: Bank Holding CompanyLTV: Loan-to-Value Ratio
BOLI: Bank Owned Life InsuranceMD&A: Management’s Discussion and Analysis of Financial
bps: Basis PointsCondition and Results of Operations
CD: Certificate of DepositMSR: Mortgage Servicing Right
CDC: Fifth Third Community Development Corporation and Fifth ThirdN/A: Not Applicable
Community Development Company, LLCNII: Net Interest Income
CECL: Current Expected Credit LossNM: Not Meaningful
CET1: Common Equity Tier 1OAS: Option-Adjusted Spread
CFPB: United States Consumer Financial Protection BureauOCC: Office of the Comptroller of the Currency
CME: Chicago Mercantile ExchangeOCI: Other Comprehensive Income (Loss)
C&I: Commercial and IndustrialOREO: Other Real Estate Owned
DCF: Discounted Cash FlowPCD: Purchase Credit-Deteriorated
DTCC: Depository Trust & Clearing CorporationPSA: Performance Share Award
ERM: Enterprise Risk ManagementPSL: Purchased Seasoned Loans
ERMC: Enterprise Risk Management CommitteeRCC: Risk and Compliance Committee
EVE: Economic Value of EquityROU: Right-of-Use
FASB: Financial Accounting Standards BoardRSU: Restricted Stock Unit
FDIC: Federal Deposit Insurance CorporationSAR: Stock Appreciation Right
FHA: Federal Housing AdministrationSBA: Small Business Administration
FHLB: Federal Home Loan BankSEC: United States Securities and Exchange Commission
FHLMC: Federal Home Loan Mortgage CorporationSOFR: Secured Overnight Financing Rate
FICO: Fair Isaac Corporation (credit rating)TBA: To Be Announced
FINRA: Financial Industry Regulatory AuthorityTILA: Truth in Lending Act
FNMA: Federal National Mortgage AssociationTRA: Tax Receivable Agreement
FRB: Federal Reserve BankU.S.: United States of America
FTE: Fully Taxable EquivalentU.S. GAAP: United States Generally Accepted Accounting
FTP: Funds Transfer PricingPrinciples
FTS: Fifth Third Securities, Inc.VA: United States Department of Veterans Affairs
GDP: Gross Domestic ProductVIE: Variable Interest Entity

47 Fifth Third Bancorp

Table of Contents

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

Previous: Item 4. MINE SAFETY DISCLOSURES · Next: Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS