Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

104 Fifth Third Bancorp

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Fifth Third Bancorp:

Opinion on the Financial Statements

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

Basis for Opinion

These financial statements are the responsibility of the Bancorp’s management. Our responsibility is to express an opinion on the Bancorp’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Bancorp in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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

Critical Audit Matter Description

The Bancorp maintains the ALLL to absorb the amount of credit losses that are expected to be incurred over the remaining contractual terms of the related loans and leases. The Bancorp’s methodology for determining the ALLL includes an estimate of expected credit losses on a collective basis for groups of loans and leases with similar risk characteristics and specific allowances for loans and leases which are individually evaluated.

For collectively evaluated loans and leases, the Bancorp uses models to forecast expected credit losses based on the probability of a loan or lease defaulting, the expected balance at the estimated date of default and the expected loss percentage given a default. The Bancorp also considers qualitative factors in determining the ALLL. These considerations inherently require significant management judgment to determine the appropriate factors to be considered and the extent of their impact on the ALLL estimate. Qualitative factors are used to capture characteristics in the portfolio that impact expected credit losses but that are not fully captured within the Bancorp’s expected credit loss models. When evaluating the adequacy of allowances, consideration is given to the effect that changing economic conditions may have on the Bancorp’s customers.

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Overall, the collective evaluation process requires significant management judgment when determining the estimation methodology and inputs into the models, as well as in evaluating the reasonableness of the modeled results and the appropriateness of qualitative adjustments.

At December 31, 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, 2025, which includes adjustments for the qualitative factors noted above.

Considering the estimation and judgment in determining adjustments for such qualitative factors, our audit of the ALLL and the related disclosures involved subjective judgment about the qualitative adjustments to the commercial portfolio segment ALLL.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the qualitative adjustments for the commercial portfolio segment ALLL included the following, among others:

We tested the effectiveness of the Bancorp’s controls over the qualitative adjustments to the ALLL.
We assessed the reasonableness of, and evaluated support for, key qualitative adjustments based on market conditions, external market data and commercial portfolio performance metrics.
We tested the completeness and accuracy and evaluated the relevance of the key data used as inputs to the qualitative adjustment estimation process, including:

◦Portfolio segment loan balances and other borrower-specific data

◦Relevant macroeconomic indicators and data

We tested the mathematical accuracy of the underlying support used as a basis for the qualitative adjustments.

/s/ Deloitte & Touche LLP

Cincinnati, Ohio

February 24, 2026

We have served as the Company’s auditor since 1970.

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CONSOLIDATED BALANCE SHEETS


As of December 31 ($ in millions, except share data)	2025		2024
Assets
Cash and due from banks	$	3,499	3,014
Other short-term investments(a)	18,876		17,120
Available-for-sale debt and other securities (amortized cost of $39,107 and $43,878)	36,159		39,547
Held-to-maturity securities (fair value of $11,404 and $10,965)	11,368		11,278
Trading debt securities	1,057		1,185
Equity securities	453		341
Loans and leases held for sale (includes $658 and $574 of residential mortgage loans measured at fair value)	733		640
Portfolio loans and leases(a) (includes $106 and $108 of residential mortgage loans measured at fair value)	122,651		119,791
Allowance for loan and lease losses(a)	(2,253)		(2,352)
Portfolio loans and leases, net	120,398		117,439
Bank premises and equipment (includes $9 and $14 held for sale)	2,734		2,475
Operating lease equipment	374		319
Goodwill	4,947		4,918
Intangible assets	69		90
Servicing rights	1,598		1,704
Other assets(a)	12,111		12,857
Total Assets	$	214,376	212,927
Liabilities
Deposits:
Noninterest-bearing deposits	$	42,647	41,038
Interest-bearing deposits	129,172		126,214
Total deposits	171,819		167,252
Short-term borrowings	926		4,654
Accrued taxes, interest and expenses	2,083		2,137
Other liabilities(a)	4,235		4,902
Long-term debt(a)	13,589		14,337
Total Liabilities	$	192,652	193,282
Equity
Common stock(b)	$	2,051	2,051
Preferred stock(c)	1,770		2,116
Capital surplus	3,831		3,804
Retained earnings	25,488		24,150
Accumulated other comprehensive loss	(3,110)		(4,636)
Treasury stock(b)	(8,306)		(7,840)
Total Equity	$	21,724	19,645
Total Liabilities and Equity	$	214,376	212,927

*(a)*Includes $38 and $51 of other short-term investments, $554 and $1,000 of portfolio loans and leases, $(9) and $(19) of ALLL, $3 and $5 of other assets, $11 and $12 of other liabilities and $473 and $889 of long-term debt from consolidated VIEs that are included in their respective captions above at December 31, 2025 and 2024, respectively. For further information, refer to Note 12.

*(b)*Common shares: Stated value $2.22 per share; authorized 2,000,000,000; outstanding at December 31, 2025 – 661,197,787 (excludes 262,694,794 treasury shares), 2024 – 669,853,830 (excludes 254,038,751 treasury shares).

*(c)*500,000 shares of no par value preferred stock were authorized at both December 31, 2025 and 2024. There were 436,000 and 422,000 unissued shares of undesignated no par value preferred stock at December 31, 2025 and 2024, respectively. Each issued share of no par value preferred stock has a liquidation preference of $25,000. 500,000 shares of no par value Class B preferred stock were authorized at both December 31, 2025 and 2024. There were 300,000 unissued shares of undesignated no par value Class B preferred stock at both December 31, 2025 and 2024. Each issued share of no par value Class B preferred stock has a liquidation preference of $1,000.

Refer to the Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF INCOME


For the years ended December 31 ($ in millions, except share data)	2025		2024	2023
Interest Income
Interest and fees on loans and leases	$	7,466	7,477	7,334
Interest on securities	1,785		1,839	1,770
Interest on other short-term investments	652		1,110	656
Total interest income	9,903		10,426	9,760
Interest Expense
Interest on deposits	2,952		3,736	2,929
Interest on short-term borrowings	215		168	262
Interest on long-term debt	754		892	742
Total interest expense	3,921		4,796	3,933
Net Interest Income	5,982		5,630	5,827
Provision for credit losses	662		530	515
Net Interest Income After Provision for Credit Losses	5,320		5,100	5,312
Noninterest Income
Wealth and asset management revenue	704		647	581
Commercial payments revenue	630		608	564
Consumer banking revenue	571		555	546
Capital markets fees	415		424	422
Commercial banking revenue	349		377	409
Mortgage banking net revenue	227		211	250
Other noninterest income	126		12	91
Securities gains, net	13		15	18
Total noninterest income	3,035		2,849	2,881
Noninterest Expense
Compensation and benefits	2,815		2,763	2,694
Technology and communications	516		474	464
Net occupancy expense	349		339	331
Equipment expense	169		153	148
Loan and lease expense	146		132	133
Marketing expense	142		115	126
Card and processing expense	92		84	84
Other noninterest expense	915		973	1,225
Total noninterest expense	5,144		5,033	5,205
Income Before Income Taxes	3,211		2,916	2,988
Applicable income tax expense	689		602	639
Net Income	2,522		2,314	2,349
Dividends on preferred stock	146		159	137
Net Income Available to Common Shareholders	$	2,376	2,155	2,212
Earnings per share - basic	$	3.56	3.16	3.23
Earnings per share - diluted	$	3.53	3.14	3.22
Average common shares outstanding - basic	668,139,706		682,160,985	684,172,079
Average common shares outstanding - diluted	672,502,856		687,300,837	687,678,291

Refer to the Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


For the years ended December 31 ($ in millions)	2025		2024	2023
Net Income	$	2,522	2,314	2,349
Other Comprehensive Income (Loss), Net of Tax:
Net unrealized losses on available-for-sale debt securities:
Unrealized holding gains arising during the year	1,049		15	494
Unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities	—		785	—
Reclassification adjustment for net losses included in net income	—		14	1
Net unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities:
Unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities	—		(785)	—
Amortization of unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities	97		101	—
Net unrealized losses on cash flow hedge derivatives:
Unrealized holding gains (losses) arising during the year	241		(552)	(131)
Reclassification adjustment for net losses included in net income	138		270	257
Defined benefit pension plans, net:
Net actuarial loss arising during the year	(2)		(2)	(1)
Reclassification of amounts to net periodic benefit costs	3		3	3
Other	—		2	—
Other comprehensive income (loss), net of tax	1,526		(149)	623
Comprehensive Income	$	4,048	2,165	2,972

Refer to the Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


($ in millions, except per share data)	Common Stock		Preferred Stock	Capital Surplus	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock	Total Equity
Balance at December 31, 2022	$	2,051	2,116	3,684	21,689	(5,110)	(7,103)	17,327
Impact of cumulative effect of change in accounting principle					37			37
Balance at January 1, 2023	2,051		2,116	3,684	21,726	(5,110)	(7,103)	17,364
Net income					2,349			2,349
Other comprehensive income, net of tax						623		623
Cash dividends declared:
Common stock ($1.36 per share)					(941)			(941)
Preferred stock:(a)
Series H ($1,740.35 per share)					(42)			(42)
Series I ($1,656.24 per share)					(30)			(30)
Series J ($2,131.27 per share)					(25)			(25)
Series K ($1,237.50 per share)					(12)			(12)
Series L ($1,125.00 per share)					(16)			(16)
Class B, Series A ($60.00 per share)					(12)			(12)

Shares acquired for treasury							(201)	(201)


Impact of stock transactions under stock compensation plans, net				73			42	115

Balance at December 31, 2023	$	2,051	2,116	3,757	22,997	(4,487)	(7,262)	19,172
Impact of cumulative effect of change in accounting principle					(10)			(10)
Balance at January 1, 2024	2,051		2,116	3,757	22,987	(4,487)	(7,262)	19,162
Net income					2,314			2,314
Other comprehensive loss, net of tax						(149)		(149)
Cash dividends declared:
Common stock ($1.44 per share)					(992)			(992)
Preferred stock:(a)
Series H ($2,144.06 per share)					(51)			(51)
Series I ($2,316.08 per share)					(42)			(42)
Series J ($2,168.54 per share)					(26)			(26)
Series K ($1,237.50 per share)					(12)			(12)
Series L ($1,125.00 per share)					(16)			(16)
Class B, Series A ($60.00 per share)					(12)			(12)
Shares acquired for treasury							(630)	(630)
Impact of stock transactions under stock compensation plans, net				47			52	99

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


Net income					2,522			2,522
Other comprehensive income, net of tax						1,526		1,526
Cash dividends declared:
Common stock ($1.54 per share)					(1,038)			(1,038)
Preferred stock:(a)
Series H ($1,907.40 per share)					(46)			(46)
Series I ($2,078.95 per share)					(37)			(37)
Series J ($1,931.58 per share)					(23)			(23)
Series K ($1,237.50 per share)					(12)			(12)
Series L ($843.75 per share)					(12)			(12)
Class B, Series A ($60.00 per share)					(12)			(12)
Redemption of preferred stock, Series L			(346)		(4)			(350)
Shares acquired for treasury							(529)	(529)
Impact of stock transactions under stock compensation plans, net				27			63	90
Balance at December 31, 2025	$	2,051	1,770	3,831	25,488	(3,110)	(8,306)	21,724

*(a)*Refer to Note 24 for further information on dividends declared for preferred stock.

Refer to the Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS


For the years ended December 31 ($ in millions)	2025		2024	2023
Operating Activities
Net income	$	2,522	2,314	2,349
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	662		530	515
Depreciation, amortization and accretion	554		495	462
Stock-based compensation expense	163		164	169
Provision for (benefit from) deferred income taxes	140		72	(106)
Securities gains, net	(27)		(20)	(31)
MSR fair value adjustment	169		77	105
Net gains on sales of loans and fair value adjustments on loans held for sale	(72)		(34)	(27)
Gain on the TRA associated with Worldpay, Inc.	—		(11)	(22)
Proceeds from sales of loans held for sale	5,175		4,066	4,938
Loans originated or purchased for sale, net of repayments	(5,206)		(4,301)	(4,242)
Dividends representing return on equity method investments	41		44	46
Net change in:
Equity and trading debt securities	(115)		(3)	(128)
Other assets	715		(639)	319
Accrued taxes, interest and expenses and other liabilities	(207)		70	162
Net Cash Provided by Operating Activities	4,514		2,824	4,509
Investing Activities
Proceeds from sales:
AFS securities and other investments	4,959		782	2,813
Loans and leases	341		419	444
Bank premises and equipment	—		24	7
MSRs	—		5	—
Proceeds from repayments / maturities of AFS and HTM securities and other investments	7,497		5,814	4,235
Purchases:
AFS and HTM securities, equity method investments and other investments	(8,145)		(7,129)	(6,244)
Bank premises and equipment	(584)		(414)	(491)
MSRs	—		—	(25)
Proceeds from settlement of BOLI	38		34	14
Proceeds from sales and dividends representing return of equity method investments	17		11	69
Net cash received for divestitures	—		6	—
Net cash paid on acquisitions	(36)		—	—
Net change in:
Other short-term investments	(1,756)		4,962	(13,731)
Portfolio loans and leases	(4,052)		(3,540)	3,358
Operating lease equipment	(125)		65	63
Net Cash (Used in) Provided by Investing Activities	(1,846)		1,039	(9,488)
Financing Activities
Net change in deposits	4,567		(1,660)	5,222
Net change in short-term borrowings	61		(32)	(81)
Proceeds from short-term FHLB advances	4,700		4,100	6,750
Repayment of short-term FHLB advances	(8,500)		(2,500)	(8,550)
Proceeds from long-term debt issuances/advances	1,083		3,249	4,286
Repayment of long-term debt	(1,982)		(5,282)	(1,657)
Dividends paid on common and preferred stock	(1,163)		(1,176)	(1,060)
Repurchases of treasury stock and related forward contract	(525)		(625)	(200)

Redemption of preferred stock, Series L	(350)		—	—
Other	(74)		(65)	(55)
Net Cash (Used in) Provided by Financing Activities	(2,183)		(3,991)	4,655
Increase (Decrease) in Cash and Due from Banks	485		(128)	(324)
Cash and Due from Banks at Beginning of Period	3,014		3,142	3,466
Cash and Due from Banks at End of Period	$	3,499	3,014	3,142

Refer to the Notes to Consolidated Financial Statements. Note 2 contains cash payments related to interest and income taxes in addition to non-cash investing and financing activities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting and Reporting Policies

Nature of Operations

Fifth Third Bancorp, an Ohio corporation, conducts its principal lending, deposit gathering, transaction processing and service advisory activities through its banking and non-banking subsidiaries from banking centers located throughout the Midwestern and Southeastern regions of the United States as well as through other offices, telephone sales, the internet and mobile applications.

Basis of Presentation

The Consolidated Financial Statements include the accounts of the Bancorp and its majority-owned subsidiaries and VIEs in which the Bancorp has been determined to be the primary beneficiary. Other entities, including certain joint ventures in which the Bancorp has the ability to exercise significant influence over operating and financial policies of the investee, but upon which the Bancorp does not possess control, are accounted for by the equity method and not consolidated. The investments in those entities in which the Bancorp does not have the ability to exercise significant influence are generally carried at fair value unless the investment does not have a readily determinable fair value. The Bancorp accounts for equity investments without a readily determinable fair value using the measurement alternative to fair value, representing the cost of the investment minus any impairment recorded and plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. Intercompany transactions and balances among consolidated entities have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Due from Banks

Cash and due from banks consist of currency and coin, cash items in the process of collection and due from banks. Currency and coin includes both U.S. and foreign currency owned and held at Fifth Third offices and that is in-transit to the FRB. Cash items in the process of collection include checks and drafts that are drawn on another depository institution or the FRB that are payable immediately upon presentation in the U.S. Balances due from banks include noninterest-bearing balances that are funds on deposit at other depository institutions or the FRB.

Investment Securities

Debt securities are classified as held-to-maturity, available-for-sale or trading on the date of purchase. Only those securities which management has the intent and ability to hold to maturity are classified as held-to-maturity and reported at amortized cost. Debt securities are classified as available-for-sale when, in management’s judgment, they may be sold in response to, or in anticipation of, changes in market conditions. Debt securities are classified as trading typically when bought and held principally for the purpose of selling them in the near term. Trading debt securities are reported at fair value with unrealized gains and losses included in noninterest income. Available-for-sale debt securities are reported at fair value with unrealized gains and losses, net of related deferred income taxes, included in OCI. For available-for-sale debt securities hedged in a fair value hedge, the amortized cost basis of the hedged items (excluding unrealized gains and losses) includes the cumulative fair value hedging basis adjustments. Changes in the fair value of these securities which are attributable to changes in the hedged risk are recognized in earnings instead of OCI. Accrued interest receivable on investment securities is presented in the Consolidated Balance Sheets as a component of other assets.

Available-for-sale debt securities with unrealized losses are reviewed quarterly to determine if the decline in fair value is the result of a credit loss or other factors. An allowance for credit losses is recorded against available-for-sale debt securities to reflect the amount of the unrealized loss attributable to credit; however, this impairment is limited by the amount that the fair value is less than the amortized cost basis. Any remaining unrealized loss is recognized through OCI. Changes in the allowance for credit losses are recognized in earnings.

The determination of whether or not a credit loss exists is based on consideration of the cash flows expected to be collected from the debt security. The Bancorp develops these expectations after considering various factors such as agency ratings, the financial condition of the issuer or underlying obligors, payment history, payment structure of the security, industry and market conditions, underlying collateral and other factors which may be relevant based on the facts and circumstances pertaining to individual securities.

If the Bancorp intends to sell the debt security or will more likely than not be required to sell the debt security before recovery of its amortized cost basis, then the allowance for credit losses, if previously recorded, is written off and the security’s amortized cost is written down to the security’s fair value at the reporting date, with any incremental impairment recorded as a charge to noninterest income.

Held-to-maturity debt securities are assessed periodically to determine if an allowance is necessary to absorb credit losses expected to occur over the remaining contractual life of the securities. The carrying amount of held-to-maturity debt securities is presented net of the allowance for credit losses when such an allowance is deemed necessary.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Debt securities classified as available-for-sale may be transferred to the held-to-maturity classification if the Bancorp determines that it has the positive intent and ability to hold the securities until their maturity. Upon transfer to held-to-maturity, the transferred securities are reported at amortized cost plus or minus the pre-tax amount of the remaining unrealized gains or losses reported in AOCI at the transfer date. The resulting premium or discount is amortized into income over the remaining life of the securities as an adjustment to yield. Any unrealized gains or losses that exist on the date of transfer continue to be reported as a component of AOCI and are amortized into income over the remaining life of the securities as an adjustment to yield, offsetting the amortization of the premium or discount that was recognized at the transfer date. Any allowance for credit losses that was previously recorded when the securities were classified as available-for-sale is reversed into earnings on the date of transfer. After the transfer to held-to-maturity, the securities would be re-assessed for any necessary allowance for credit losses, as previously discussed.

Equity securities with readily determinable fair values not accounted for under the equity method are reported at fair value with unrealized gains and losses included in noninterest income in the Consolidated Statements of Income. Equity securities without readily determinable fair values are measured at cost minus impairment, if any, plus or minus changes as a result of an observable price change for the identical or similar investment of the same issuer. At each quarterly reporting period, the Bancorp performs a qualitative assessment to evaluate whether impairment indicators are present. If qualitative indicators are identified, the investment is measured at fair value with the impairment loss included in noninterest income in the Consolidated Statements of Income.

The fair value of a security is determined based on quoted market prices. If quoted market prices are not available, fair value is determined based on quoted prices of similar instruments.

Premiums on purchased callable debt securities are amortized to the earliest call date if the call feature meets certain criteria. Otherwise, premiums are amortized to maturity similar to discounts on callable debt securities.

Securities Gains or Losses (Net)

Realized gains or losses on securities are reported within noninterest income in the Consolidated Statements of Income. The cost of securities sold is based on the specific identification method.

Portfolio Loans and Leases

Basis of accounting

Portfolio loans and leases are generally reported at the principal amount outstanding, net of unearned income, deferred direct loan origination fees and costs and any direct principal charge-offs. Direct loan origination fees and costs are deferred and the net amount is amortized over the contractual life or estimated life, if prepayments are estimated, of the related loans as a yield adjustment. Interest income is recognized based on the principal balance outstanding, computed using the effective interest method.

Loans and leases acquired by the Bancorp through a purchase or a business combination are recorded at fair value as of the acquisition date. Purchased loans and finance leases (including both sales-type leases and direct financing leases) are evaluated for evidence of credit deterioration at acquisition and recorded at their initial fair value. For loans and finance leases acquired in a business combination that do not exhibit evidence of more-than-insignificant credit deterioration since origination, the Bancorp does not carry over the acquired company’s ALLL, but upon acquisition will record an ALLL and provision for credit losses reflective of credit losses expected to be incurred over the remaining contractual life of the acquired loans. Premiums and discounts reflected in the initial fair value are amortized over the contractual life of the loan as an adjustment to yield.

For loans and finance leases that exhibit evidence of more-than-insignificant credit quality deterioration since origination, the Bancorp’s estimate of expected credit losses is added to the ALLL upon acquisition and to the initial purchase price of the loans and leases to determine the initial amortized cost basis for the purchased financial assets with credit deterioration. Any resulting difference between the initial amortized cost basis (as adjusted for expected credit losses) and the par value of the loans and leases at the acquisition date represents the non-credit premium or discount, which is amortized over the contractual life of the loan or lease as an adjustment to yield. This method of accounting for loans acquired with deteriorated credit quality does not apply to loans carried at fair value or loans held for sale.

The Bancorp’s lease portfolio consists of sales-type, direct financing and leveraged leases. Leases are classified as sales-type if the Bancorp transfers control of the underlying asset to the lessee. The Bancorp classifies leases that do not meet any of the criteria for a sales-type lease as a direct financing lease if the present value of the sum of the lease payments and any residual value guaranteed by the lessee and/or any other third party equals or exceeds substantially all of the fair value of the underlying asset and the collection of the lease payments and residual value guarantee is probable. Sales-type and direct financing leases are recorded at the aggregate of lease payments plus estimated residual value of the leased property, less unearned income. Interest income on sales-type and direct financing leases is recognized over the term of the lease to achieve a constant periodic rate of return on the outstanding investment.

Leveraged leases, entered into before January 1, 2019, are recorded at the aggregate of lease payments (less nonrecourse debt payments) plus estimated residual value of the leased property, less unearned income. Interest income on leveraged leases is recognized over the term of the lease to achieve a constant rate of return on the outstanding investment in the lease, net of the related deferred income tax liability, in the

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years in which the net investment is positive. Leveraged lease accounting is no longer applied for leases entered into or modified after the Bancorp’s adoption of ASU 2016-02, Leases, on January 1, 2019.

Nonaccrual loans and leases

The Bancorp places loans and leases on nonaccrual status when full repayment of principal and interest is not expected, unless the loan or lease is well-secured and in the process of collection. When a loan is placed on nonaccrual status, the accrual of interest, amortization of loan premium, accretion of loan discount and amortization/accretion of deferred net direct loan origination fees or costs are discontinued and all previously accrued and unpaid interest is reversed against income. The Bancorp utilizes the following policies to determine when full repayment of principal and interest on a loan or lease is not expected:

Commercial loans are placed on nonaccrual status when there is a clear indication that the borrower’s cash flows may not be sufficient to meet payments as they become due. Commercial loans where the principal or interest has been in default for a period of 90 days or more are generally maintained on nonaccrual status unless the loan is fully or partially guaranteed by a government agency or otherwise considered to be well secured and in the process of collection.
Residential mortgage loans are placed on nonaccrual status when principal and interest payments become past due 150 days or more, unless repayment of the loan is fully or partially guaranteed by a government agency. Residential mortgage loans may stay on nonaccrual status for an extended time as the foreclosure process typically lasts longer than 180 days. The Bancorp maintains a reserve for the portion of accrued interest receivable that it estimates will be uncollectible, at the portfolio level, for residential mortgage loans which are past due 90 days or more and on accrual status. This reserve is recorded as a component of other assets in the Consolidated Balance Sheets, consistent with the classification of the related accrued interest receivable.
Home equity loans and lines of credit are placed on nonaccrual status if principal or interest becomes past due 90 days or more. Home equity loans and lines of credit that become past due 60 days or more are also placed on nonaccrual status if the senior lien has been past due 120 days or more.
Credit card loans that have been modified for a borrower experiencing financial difficulty are placed on nonaccrual status at the time of the modification. Subsequent to the modification, accounts are placed on nonaccrual status when required payments become past due 90 days or more in accordance with the modified terms.
Indirect secured consumer loans and other consumer loans are generally placed on nonaccrual status when principal or interest becomes past due 90 days or more.
Loan balances remaining after charge-off on consumer loans subject to a bankruptcy proceeding are generally placed on nonaccrual status within 60 days of verification of the bankruptcy unless the borrower demonstrates willingness to repay the loan through a guaranteed repayment plan or reaffirmation of their obligation to the Bancorp. These loans are also placed on nonaccrual status when principal or interest becomes past due 60 days or more.
Loans discharged in a Chapter 7 bankruptcy and not reaffirmed by the borrower are placed on nonaccrual status and considered collateral-dependent loans at the time of discharge, regardless of the borrower’s payment history or capacity to repay in the future.

Well-secured loans are collateralized by perfected security interests in real and/or personal property for which the Bancorp estimates proceeds from the sale would be sufficient to recover the outstanding principal and accrued interest balance of the loan and pay all costs to sell the collateral. The Bancorp considers a loan in the process of collection if collection efforts or legal action is proceeding and the Bancorp expects to collect funds sufficient to bring the loan current or recover the entire outstanding principal and accrued interest balance in the near future.

Nonaccrual loans and leases may be returned to accrual status when all delinquent principal and interest payments become current in accordance with the loan agreement and the remaining principal and interest payments are reasonably assured of repayment in accordance with the contractual terms of the loan agreement, or when the loan is both well-secured and in the process of collection. Nonaccrual loans that have been modified for a borrower experiencing financial difficulty may not be returned to accrual status unless such loans have sustained repayment performance of six months or more and are reasonably assured of repayment in accordance with the modified terms. Loans discharged in a Chapter 7 bankruptcy may be returned to accrual status twelve months or more after discharge provided there is a sustained payment history after bankruptcy and collectability is reasonably assured for all remaining contractual payments.

Except for loans discharged in a Chapter 7 bankruptcy that are not reaffirmed by the borrower, accruing residential mortgage loans, home equity loans and lines of credit, indirect secured consumer loans and other consumer loans modified for borrowers experiencing financial difficulty are maintained on accrual status, provided there is reasonable assurance of repayment and of performance according to the modified terms based upon a current, well-documented credit evaluation. Accruing commercial loans modified for borrowers experiencing financial difficulty are maintained on accrual status provided there is a sustained payment history of six months or more prior to the modification and collectability is reasonably assured for all remaining contractual payments under the modified terms. Modifications of commercial loans and credit card loans for borrowers experiencing financial difficulty that do not have a sustained payment history of six months or more in accordance with their modified terms remain on nonaccrual status until a six-month payment history is sustained.

Nonaccrual loans and leases are generally accounted for on the cost recovery method due to the existence of doubt as to the collectability of the remaining amortized cost basis of nonaccrual assets. Under the cost recovery method, any payments received are applied to reduce principal. Once the entire amortized cost basis is collected, additional payments received are treated as recoveries of amounts previously charged-off until recovered in full, and any subsequent payments are treated as interest income. In certain circumstances when the remaining amortized cost basis of a nonaccrual loan or lease is deemed to be fully collectible, the Bancorp may utilize the cash basis method to account

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for interest payments received on a nonaccrual loan or lease. Under the cash basis method, interest income is recognized when cash is received, to the extent such income would have been accrued on the loan’s remaining balance at the contractual rate.

The Bancorp records a charge-off to the ALLL when all or a portion of a loan or lease is deemed to be uncollectible, after considering the net realizable value of any underlying collateral. Commercial loans and leases on nonaccrual status and criticized commercial loans with aggregate borrower relationships exceeding $1 million are subject to an individual review to identify charge-offs. The Bancorp does not have an established delinquency threshold for partially or fully charging off commercial loans and leases. The Bancorp records charge-offs on consumer loans in accordance with applicable regulatory guidelines, which are primarily based on a loan’s delinquency status.

Loan modifications

In circumstances where an existing loan is modified (including a restructuring, refinancing, or other changes in terms which affect the loan’s contractual cash flows), the Bancorp evaluates whether the modification results in a continuation of the existing loan or the origination of a new loan. The Bancorp accounts for a modification as a new loan if the terms of the modified loan are at least as favorable to the Bancorp as the terms for comparable loans to other borrowers with similar collection risks who are obtaining new loans, or if the modification of terms is considered more than minor. If neither of these conditions are met, then the Bancorp will account for the loan as a continuation of the existing loan. When a modification is accounted for as a new loan, any unamortized net deferred fees or costs from the original loan are recognized in interest income when the new loan is originated. When a modification is accounted for as a continuation of the existing loan, the unamortized net deferred fees or costs from the original loan and any additional incremental direct fees and costs are carried forward and deferred as part of the amortized cost basis of the modified loan.

ALLL

The Bancorp disaggregates its portfolio loans and leases into portfolio segments for purposes of determining the ALLL. The Bancorp’s portfolio segments include commercial, residential mortgage and consumer. The Bancorp further disaggregates its portfolio segments into classes for purposes of monitoring and assessing credit quality based on certain risk characteristics. Classes within the commercial portfolio segment are based on the primary purpose of the loan or lease and include commercial and industrial, commercial mortgage owner-occupied, commercial mortgage nonowner-occupied, commercial construction and commercial leases. The residential mortgage portfolio segment is also considered a class. Classes within the consumer portfolio segment are based on the loan product type or collateral and include home equity, indirect secured consumer loans, credit card, solar energy installation loans and other consumer loans. For an analysis of the Bancorp’s ALLL by portfolio segment and credit quality information by class, refer to Note 6.

The Bancorp maintains the ALLL to absorb the amount of credit losses that are expected to be incurred over the remaining contractual terms of the related loans and leases. Contractual terms are adjusted for expected prepayments but are not extended for expected extensions, renewals or modifications except in circumstances where extension or renewal options are embedded in the original contract and not unconditionally cancellable by the Bancorp.

Accrued interest receivable on loans is presented in the Consolidated Financial Statements as a component of other assets. When accrued interest is deemed to be uncollectible (typically when a loan is placed on nonaccrual status), interest income is reversed. The Bancorp follows established policies for placing loans on nonaccrual status, so uncollectible accrued interest receivable is reversed in a timely manner. As a result, the Bancorp has elected not to measure a reserve for accrued interest receivable as part of its ALLL. However, the Bancorp does record a reserve for the portion of accrued interest receivable that it expects to be uncollectible. Refer to the Portfolio Loans and Leases section of this footnote for additional information.

Credit losses are charged and recoveries are credited to the ALLL. The ALLL is maintained at a level the Bancorp considers to be adequate and is based on ongoing quarterly assessments and evaluations of the collectability of loans and leases, including historical credit loss experience, current and forecasted market and economic conditions and consideration of various qualitative factors that, in management’s judgment, deserve consideration in estimating expected credit losses. Provisions for credit losses are recorded for the amounts necessary to adjust the ALLL to the Bancorp’s current estimate of expected credit losses on portfolio loans and leases.

The Bancorp’s methodology for determining the ALLL includes an estimate of expected credit losses on a collective basis for groups of loans and leases with similar risk characteristics and specific allowances for loans and leases which are individually evaluated.

Larger commercial loans and leases included within aggregate borrower relationship balances exceeding $1 million on nonaccrual status are individually evaluated for an ALLL. The Bancorp considers the current value of collateral, credit quality of any guarantees, the guarantor’s liquidity and willingness to cooperate, the loan or lease structure (including modifications, if any) and other factors when determining the amount of the ALLL. Other factors may include the borrower’s susceptibility to risks presented by the forecasted macroeconomic 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. When loans and leases are individually evaluated, allowances are determined based on management’s estimate of the borrower’s ability to repay the loan or lease given the availability of collateral and other sources of cash flow, as well as an evaluation of legal options available to the Bancorp. Allowances for individually evaluated loans and leases that are collateral-dependent are measured based on the fair value of the underlying collateral, less expected costs to sell where applicable. Allowances for individually evaluated loans and leases that are not collateral-dependent are typically measured based on the

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present value of expected cash flows of the loan or lease, discounted at its effective interest rate. Specific allowances on individually evaluated commercial loans and leases are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

The Bancorp considers loans to be collateral-dependent when it becomes probable that repayment of the loan will be provided through the sale or operation of the collateral instead of from payments made by the borrower. The expected credit losses for these loans are typically estimated based on the fair value of the underlying collateral, less expected costs to sell where applicable. Specific allowances on individually evaluated consumer and residential mortgage loans are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

Expected credit losses are estimated on a collective basis for loans and leases that are not individually evaluated. For collectively evaluated loans and leases, the Bancorp uses models to forecast expected credit losses based on the probability of a loan or lease defaulting, the expected balance at the estimated date of default and the expected loss percentage given a default. The estimate of the expected balance at the time of default considers prepayments and, for loans with available credit, expected utilization rates. The Bancorp’s expected credit loss models were developed based on historical credit loss experience and observations of migration patterns for various credit risk characteristics (such as internal credit risk ratings, external credit ratings or scores, delinquency status, loan-to-value trends, etc.) over time, with those observations evaluated in the context of concurrent macroeconomic conditions. The Bancorp developed its models from historical observations capturing a full economic cycle when possible.

The Bancorp’s expected credit loss models consider historical credit loss experience, current market and economic conditions, and forecasted changes in market and economic conditions if such forecasts are considered reasonable and supportable. Generally, the Bancorp considers its forecasts to be reasonable and supportable for a period of up to three years from the estimation date. For periods beyond the reasonable and supportable forecast period, expected credit losses are estimated by reverting to historical loss information without adjustment for changes in economic conditions. This reversion is phased in over a two-year period. The Bancorp evaluates the length of its reasonable and supportable forecast period, its reversion period and reversion methodology at least annually, or more often if warranted by economic conditions or other circumstances.

The Bancorp also considers qualitative factors in determining the ALLL in order to capture characteristics in the portfolio that impact expected credit losses but are not fully captured within the Bancorp’s expected credit loss models. These may include adjustments for changes in policies or procedures in underwriting, monitoring or collections, lending and risk management personnel and results of internal audit and quality control reviews. These may also include adjustments, when deemed necessary, for specific idiosyncratic risks such as geopolitical events, natural disasters and their effects on regional borrowers, changes in product structures or changes in economic conditions that are not reflected in the quantitative credit loss models. Qualitative factor adjustments may also be used to address the impacts of unforeseen events on key inputs and assumptions within the Bancorp’s expected credit loss models, such as the reasonable and supportable forecast period, changes to historical loss information or changes to the reversion period or methodology.

When evaluating the adequacy of allowances, consideration is also given to regional geographic concentrations and the closely associated effect that changing economic conditions may have on the Bancorp’s customers.

Reserve for Unfunded Commitments

The reserve for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated expected credit losses related to unfunded credit facilities and is included in other liabilities in the Consolidated Balance Sheets. The determination of the adequacy of the reserve is based upon expected credit losses over the remaining contractual life of the commitments, taking into consideration the current funded balance and estimated exposure over the reasonable and supportable forecast period. This process takes into consideration the same risk elements that are analyzed in the determination of the adequacy of the Bancorp’s ALLL, as previously discussed. Net adjustments to the reserve for unfunded commitments are included in the provision for credit losses in the Consolidated Statements of Income.

Loans and Leases Held for Sale

Loans and leases held for sale primarily represent conforming fixed-rate residential mortgage loans originated or acquired with the intent to sell in the secondary market and jumbo residential mortgage loans, commercial loans, other residential mortgage loans and other consumer loans that management has the intent to sell. Loans and leases held for sale may be carried at the lower of cost or fair value, or carried at fair value where the Bancorp has elected the fair value option of accounting under U.S. GAAP. The Bancorp has elected to measure certain groups of loans held for sale under the fair value option, including certain residential mortgage loans originated as held for sale and certain purchased commercial loans designated as held for sale at acquisition. For loans in which the Bancorp has not elected the fair value option, the lower of cost or fair value is determined at the individual loan level.

The fair value of residential mortgage loans held for sale for which the fair value election has been made is estimated based upon mortgage-backed securities prices and spreads to those prices or, for certain ARM loans, DCF models that may incorporate the anticipated portfolio composition, credit spreads of asset-backed securities with similar collateral and market conditions. The anticipated portfolio composition includes the effects of interest rate spreads and discount rates due to loan characteristics such as the state in which the loan was originated, the

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loan amount and the ARM margin. These fair value marks are recorded as a component of noninterest income in mortgage banking net revenue in the Consolidated Statements of Income. For residential mortgage loans that it has originated as held for sale, the Bancorp generally has commitments to sell these loans in the secondary market. Gains or losses on sales are recognized in mortgage banking net revenue in the Consolidated Statements of Income.

Management’s intent to sell residential mortgage loans classified as held for sale may change over time due to such factors as changes in the overall liquidity in markets or changes in characteristics specific to certain loans held for sale. Consequently, these loans may be reclassified to loans held for investment and, thereafter, reported within the Bancorp’s residential mortgage class of portfolio loans and leases. In such cases, if the fair value option was elected, the residential mortgage loans will continue to be measured at fair value, which is based on mortgage-backed securities prices, interest rate risk and an internally developed credit component.

Loans and leases held for sale are placed on nonaccrual status consistent with the Bancorp’s nonaccrual policies for portfolio loans and leases.

Loan Sales and Securitizations

The Bancorp periodically sells loans through either securitizations or individual loan sales in accordance with its investment policies. The sold loans are removed from the Consolidated Balance Sheet and a net gain or loss is recognized in the Consolidated Financial Statements at the time of sale. The Bancorp typically isolates the loans through the use of a VIE and thus is required to assess whether the entity holding the sold or securitized loans is a VIE and whether the Bancorp is the primary beneficiary and therefore consolidator of that VIE. If the Bancorp holds the power to direct activities most significant to the economic performance of the VIE and has the obligation to absorb losses or right to receive benefits that could potentially be significant to the VIE, then the Bancorp will generally be deemed the primary beneficiary of the VIE. If the Bancorp is determined not to be the primary beneficiary of a VIE but holds a variable interest in the entity, such variable interests are accounted for under the equity method of accounting or other accounting standards as appropriate. Refer to Note 12 for further information on consolidated and non-consolidated VIEs.

The Bancorp’s loan sales and securitizations are generally structured with servicing retained, which often results in the recording of servicing rights. The Bancorp may also purchase servicing rights. The Bancorp has elected to measure all existing classes of its residential mortgage servicing rights portfolio at fair value with changes in the fair value of servicing rights reported in mortgage banking net revenue in the Consolidated Statements of Income in the period in which the changes occur.

Servicing rights are valued using internal OAS models. Key economic assumptions used in estimating the fair value of the servicing rights include the prepayment speeds of the underlying loans, the weighted-average life, the OAS and the weighted-average coupon rate, as applicable. The primary risk of material changes to the value of the servicing rights resides in the potential volatility in the economic assumptions used, particularly the prepayment speeds. In order to assist in the assessment of the fair value of servicing rights, the Bancorp obtains external valuations of the servicing rights portfolio from third parties and participates in peer surveys that provide additional confirmation of the reasonableness of the key assumptions utilized in the internal OAS model.

Fees received for servicing loans owned by investors are based on a percentage of the outstanding monthly principal balance of such loans and are included in noninterest income in the Consolidated Statements of Income as loan payments are received. Costs of servicing loans are charged to expense as incurred.

Reserve for Representation and Warranty Provisions

Conforming residential mortgage loans sold to unrelated third parties are generally sold with representation and warranty provisions. A contractual liability arises only in the event of a breach of these representations and warranties and, in general, only when a loss results from the breach. The Bancorp may be required to repurchase any previously sold loan or indemnify (make whole) the investor or insurer for which the representation or warranty of the Bancorp proves to be inaccurate, incomplete or misleading. The Bancorp establishes a residential mortgage repurchase reserve related to various representations and warranties that reflects management’s estimate of losses based on a combination of factors.

The Bancorp’s estimation process requires management to make subjective and complex judgments about matters that are inherently uncertain, such as future demand expectations, economic factors and the specific characteristics of the loans subject to repurchase. Such factors incorporate historical investor audit and repurchase demand rates, appeals success rates, historical loss severity and any additional information obtained from the GSEs regarding future mortgage repurchase and file request criteria. At the time of a loan sale, the Bancorp records a representation and warranty reserve at the estimated fair value of the Bancorp’s guarantee and continually updates the reserve during the life of the loan as losses in excess of the reserve become probable and reasonably estimable. The provision for the estimated fair value of the representation and warranty guarantee arising from the loan sales is recorded as an adjustment to the gain on sale, which is included in other noninterest income in the Consolidated Statements of Income at the time of sale. Updates to the reserve are recorded in other noninterest expense in the Consolidated Statements of Income.

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Bank Premises and Equipment and Other Long-Lived Assets

Bank premises and equipment, including leasehold improvements, and operating lease equipment are carried at cost less accumulated depreciation and accumulated amortization. Generally, depreciation is calculated using the straight-line method based on estimated useful lives of the assets for book purposes, while accelerated depreciation is used for income tax purposes. Amortization of leasehold improvements is generally computed using the straight-line method over the lives of the related leases or useful lives of the related assets, whichever is shorter. Whenever events or changes in circumstances dictate, the Bancorp tests its long-lived assets for impairment by determining whether the sum of the estimated undiscounted future cash flows attributable to a long-lived asset or asset group is less than the carrying amount of the long-lived asset or asset group through a probability-weighted approach. In the event the carrying amount of the long-lived asset or asset group is not recoverable, an impairment loss is measured as the amount by which the carrying amount of the long-lived asset or asset group exceeds its fair value. Maintenance, repairs and minor improvements are charged to noninterest expense in the Consolidated Statements of Income as incurred. Lease payments received for operating lease equipment are recognized in commercial banking revenue in the Consolidated Statements of Income over the lease term on a straight-line basis unless another systematic and rational basis is more representative of the pattern in which benefit is expected to be derived from use of the underlying equipment.

Lessee Accounting

ROU assets and lease liabilities are recognized for all leases unless the initial term of the lease is twelve months or less. Lease costs for operating leases are recognized on a straight-line basis over the lease term unless another systematic basis is more representative of the pattern of consumption. The lease term includes any renewal period that the Bancorp is reasonably certain to exercise. The Bancorp uses its incremental borrowing rate to discount the lease payments if the rate implicit in the lease is not readily determinable. Variable lease payments associated with operating leases are recognized in the period in which the obligation for payments is incurred.

For finance leases, the lease liability is measured using the effective interest method such that the liability is increased for interest based on the discount rate that is implicit in the lease or the Bancorp’s incremental borrowing rate if the implicit rate cannot be readily determined, offset by a decrease in the liability resulting from the periodic lease payments. The ROU asset associated with the finance lease is amortized on a straight-line basis unless there is another systematic and rational basis that better reflects how the benefits of the underlying assets are consumed over the lease term. The period over which the ROU asset is amortized is generally the lesser of the remaining lease term or the remaining useful life of the leased asset. Variable lease payments associated with finance leases are recognized in the period in which the obligation for those payments is incurred.

When the lease liability is remeasured to reflect changes to the lease payments as a result of a lease modification, the ROU asset is adjusted for the amount of the lease liability remeasurement. If a lease modification reduces the scope of a lease, the ROU asset would be reduced proportionately based on the change in the lease liability and the difference between the lease liability adjustment and the resulting ROU asset adjustment would be recognized as a gain or loss in the Consolidated Statements of Income. Additionally, the amortization of the ROU asset is adjusted prospectively from the date of remeasurement.

The Bancorp performs impairment assessments for ROU assets when events or changes in circumstances indicate that their carrying values may not be recoverable. Any impairment loss is recognized in net occupancy expense in the Consolidated Statements of Income. Refer to the Bank Premises and Equipment and Other Long-Lived Assets section of this footnote for further information.

Goodwill

Business combinations entered into by the Bancorp typically include the recognition of goodwill. U.S. GAAP requires goodwill to be tested for impairment at the reporting unit level on an annual basis, which the Bancorp performs as of October 1 each year, and more frequently if events or circumstances indicate that there may be impairment.

Impairment exists when a reporting unit’s carrying amount of goodwill exceeds its implied fair value. In testing goodwill for impairment, U.S. GAAP permits the Bancorp to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In this qualitative assessment, the Bancorp evaluates events and circumstances which may include, but are not limited to, the general economic environment, banking industry and market conditions, the overall financial performance of the Bancorp, the performance of the Bancorp’s common stock, the key financial performance metrics of the Bancorp’s reporting units and events affecting the reporting units. 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. If the quantitative impairment test is required or the decision to bypass the qualitative assessment is elected, the Bancorp performs the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. A recognized impairment loss cannot be reversed in future periods even if the fair value of the reporting unit subsequently recovers.

The fair value of a reporting unit is the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. As none of the Bancorp’s reporting units are publicly traded, individual reporting unit fair value determinations cannot be directly correlated to the Bancorp’s stock price. The determination of the fair value of a reporting unit is a subjective process that involves the use of estimates and judgments, particularly related to cash flows, the appropriate discount rates and an applicable control premium. The determination of the fair value of the Bancorp’s reporting units includes both an income-based approach and

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a market-based approach. The income-based approach utilizes the reporting unit’s forecasted cash flows (including a terminal value approach to estimate cash flows beyond the final year of the forecast) and the reporting unit’s estimated cost of equity as the discount rate. Significant management judgment is necessary in the preparation of each reporting unit’s forecasted cash flows surrounding expectations for earnings projections, growth and credit loss expectations and actual results may differ from forecasted results. Additionally, the Bancorp determines its market capitalization based on the average of the closing price of the Bancorp’s stock during the period beginning September 1 and ending on the measurement date, incorporating an additional control premium, and compares this market-based fair value measurement to the aggregate fair value of the Bancorp’s reporting units in order to corroborate the results of the income approach. Refer to Note 10 for further information regarding the Bancorp’s goodwill.

Tax Credit Investments

The Bancorp invests in projects to create affordable housing and revitalize business and residential areas. These investments are classified as other assets on the Bancorp’s Consolidated Balance Sheets. Investments in projects that qualify for Low-Income Housing Tax Credits, New Markets Tax Credits and Rehabilitation Investment Tax Credits are accounted for using the proportional amortization method if certain conditions are met. Under the proportional amortization method, the initial cost of the investment is amortized in proportion to the tax credits and other benefits received and recognized as a component of applicable income tax expense in the Consolidated Statements of Income. Investments which do not meet the qualification criteria for the proportional amortization method are accounted for using the equity method of accounting with impairment associated with the investments recognized in other noninterest expense in the Consolidated Statements of Income.

Derivative Financial Instruments and Hedge Accounting

The Bancorp accounts for its derivatives as either assets or liabilities measured at fair value through adjustments to AOCI and/or current earnings, as appropriate. The related cash flows are classified as operating activities in the Consolidated Statements of Cash Flows. On the date the Bancorp enters into a derivative contract, the Bancorp designates the derivative instrument as either a fair value hedge, cash flow hedge or as a free-standing derivative instrument. For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability attributable to the hedged risk are recorded in current period net income. For a cash flow hedge, changes in the fair value of the derivative instrument are recorded in AOCI and subsequently reclassified to net income in the same period(s) that the hedged transaction impacts net income. For free-standing derivative instruments, changes in fair values are reported in current period net income.

The fair value of derivative instruments is presented on a gross basis, even when the derivative instruments are subject to master netting arrangements. Derivative instruments with a positive fair value are reported in other assets in the Consolidated Balance Sheets while derivative instruments with a negative fair value are reported in other liabilities in the Consolidated Balance Sheets. Cash collateral payables and receivables associated with the derivative instruments are not added to or netted against the fair value amounts with the exception of certain variation margin payments that are considered legal settlements of the derivative contracts. For derivative contracts cleared through certain central clearing parties who have modified their rules to treat variation margin payments as settlements, the variation margin payments are applied to net the fair value of the respective derivative contracts.

When entering into a hedge transaction, the Bancorp formally documents the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for undertaking the hedge transaction before the end of the quarter in which the transaction is consummated. This process includes linking the derivative instrument designated as a fair value or cash flow hedge to a specific asset or liability on the balance sheet or to specific forecasted transactions and the risk being hedged, along with a formal assessment at the inception of the hedge as to the effectiveness of the derivative instrument in offsetting changes in fair values or cash flows of the hedged item. The Bancorp continues to assess hedge effectiveness on an ongoing basis using either a qualitative or a quantitative assessment (regression analysis). Additionally, the Bancorp may also utilize the shortcut method to evaluate hedge effectiveness for certain qualifying hedges with matched terms that permit the assumption of perfect offset. If the shortcut method is no longer appropriate, the Bancorp would apply the long-haul method identified at inception of the hedging transaction for assessing hedge effectiveness as long as the hedge is highly effective. If it is determined that the derivative instrument is not highly effective as a hedge, hedge accounting is discontinued. For fair value hedges, if hedge accounting is discontinued, the cumulative basis adjustments related to the hedged asset or liability are amortized to earnings in the same manner as other components of the carrying amount of that asset or liability. For cash flow hedges, upon discontinuation of hedge accounting, any amounts in AOCI related to that relationship should affect earnings at the same time and in the same manner in which the hedged transaction affects earnings. However, if it becomes probable that the forecasted transaction will not occur, any related amounts in AOCI are reclassified to earnings immediately.

Other Real Estate Owned

OREO, which is included in other assets in the Consolidated Balance Sheets, represents property acquired through foreclosure or other proceedings and branch-related real estate no longer intended to be used for banking purposes. OREO is carried at the lower of cost or fair value, less costs to sell. All OREO property is periodically evaluated for impairment and decreases in carrying value are recognized as reductions in other noninterest income in the Consolidated Statements of Income. For government-guaranteed mortgage loans, upon foreclosure, a separate other receivable is recognized if certain conditions are met for the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. This receivable is also included in other assets, separate from OREO, in the Consolidated Balance Sheets.

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Deposits

Deposits generally include the unpaid balance of cash or its equivalent received or held by the Bank for its commercial and consumer customers. Deposits are classified as either transactional or non-transactional and include both interest-bearing and noninterest-bearing balances. Interest expense incurred on interest-bearing deposits is recognized in accordance with applicable guidance in U.S. GAAP for these liabilities and includes certain ongoing deposit placement fees paid on custodial accounts.

Legal Contingencies

Income Taxes

The Bancorp accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for expected future tax consequences. Under the asset and liability method, deferred tax assets and liabilities are determined by applying the federal and state tax rates to the differences between financial statement carrying amounts and the corresponding tax bases of assets and liabilities. Deferred tax assets are also recorded for any tax attributes, such as tax credits and net operating loss carryforwards. The net balances of deferred tax assets and liabilities are reported in other assets and accrued taxes, interest and expenses in the Consolidated Balance Sheets. Any effect of a change in federal or state tax rates on deferred tax assets and liabilities is recognized in income tax expense in the period that includes the enactment date. The Bancorp reflects the expected amount of income tax to be paid or refunded during the year as current income tax expense or benefit. Accrued taxes represent the net expected amount due to and/or from taxing jurisdictions and are reported in accrued taxes, interest and expenses in the Consolidated Balance Sheets. The Bancorp uses the deferral method of accounting on investments that generate investment tax credits. Under this method, the investment tax credits are recognized as a reduction to the related asset.

The Bancorp evaluates the realization of deferred tax assets based on all positive and negative evidence available at the balance sheet date. Realization of deferred tax assets is based on the Bancorp’s judgment about relevant factors affecting their realization, including the taxable income within any applicable carry back periods, future projected taxable income, the reversal of taxable temporary differences and tax planning strategies. The Bancorp records a valuation allowance for deferred tax assets where the Bancorp does not believe that it is more likely than not that the deferred tax assets will be realized.

Income tax benefits from uncertain tax positions are recognized in the financial statements only if the Bancorp believes that it is more likely than not that the uncertain tax position will be sustained based solely on the technical merits of the tax position and consideration of the relevant taxing authority’s widely understood administrative practices and precedents. If the Bancorp does not believe that it is more likely than not that an uncertain tax position will be sustained, the Bancorp records a liability for the uncertain tax position. If the Bancorp believes that it is more likely than not that an uncertain tax position will be sustained, the Bancorp only records a tax benefit for the portion of the uncertain tax position where the likelihood of realization is greater than 50% upon settlement with the relevant taxing authority that has full knowledge of all relevant information. The Bancorp recognizes interest expense, interest income and penalties related to unrecognized tax benefits within applicable income tax expense in the Consolidated Statements of Income. Refer to Note 21 for further discussion regarding income taxes.

Fair Value Measurements

The Bancorp measures certain financial assets and liabilities at fair value in accordance with U.S. GAAP, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Bancorp employs various valuation approaches to measure fair value including the market, income and cost approaches. The market approach uses prices or relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach involves discounting future amounts to a single present amount and is based on current market expectations about those future amounts. The cost approach is based on the amount that currently would be required to replace the service capacity of the asset.

U.S. GAAP establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. The three levels within the fair value hierarchy are described as follows:

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Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Bancorp has the ability to access at the measurement date.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect the Bancorp’s own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include the Bancorp’s own financial data such as internally developed pricing models and DCF methodologies, as well as instruments for which the fair value determination requires significant management judgment.

The Bancorp’s fair value measurements involve various valuation techniques and models, which involve inputs that are observable, when available. Valuation techniques and parameters used for measuring assets and liabilities are reviewed and validated by the Bancorp on a quarterly basis. Additionally, the Bancorp monitors the fair values of significant assets and liabilities using a variety of methods including the evaluation of pricing runs and exception reports based on certain analytical criteria, comparison to previous trades and overall review and assessments for reasonableness. The Bancorp may, as a practical expedient, measure the fair value of certain investments on the basis of the net asset value per share of the investment, or its equivalent. Any investments which are valued using this practical expedient are not classified in the fair value hierarchy. Refer to Note 28 for further information on fair value measurements.

Revenue Recognition

The Bancorp’s interest income is derived from loans and leases, investment securities and other short-term investments. The Bancorp recognizes interest income in accordance with the applicable guidance in U.S. GAAP for these assets. Refer to the Portfolio Loans and Leases and Investment Securities sections of this footnote for further information.

The Bancorp generally measures noninterest income revenue based on the amount of consideration the Bancorp expects to be entitled for the transfer of goods or services to a customer, then recognizes this revenue when or as the Bancorp satisfies its performance obligations under the contract, except in transactions where U.S. GAAP provides other applicable guidance. When the amount of consideration is variable, the Bancorp will only recognize revenue to the extent that it is probable that the cumulative amount recognized will not be subject to a significant reversal in the future. Substantially all of the Bancorp’s contracts with customers have expected durations of one year or less and payments are typically due when or as the services are rendered or shortly thereafter. When third parties are involved in providing goods or services to customers, the Bancorp recognizes revenue on a gross basis when it has control over those goods or services prior to transfer to the customer; otherwise, revenue is recognized for the net amount of any fee or commission. The Bancorp excludes sales taxes from the recognition of revenue and recognizes the incremental costs of obtaining contracts as an expense if the period of amortization for those costs would be one year or less. The following provides additional information about the components of noninterest income:

Wealth and asset management revenue consists primarily of service fees for investment management, custody, and trust administration services provided to commercial and consumer clients. The Bancorp’s performance obligations for these services are generally satisfied over time and revenues are recognized monthly based on the fee structure outlined in individual contracts. Transaction prices are most commonly based on the market value of assets under management or care and/or a fee per transaction processed. The Bancorp also offers certain services for which the performance obligations are satisfied and revenue is recognized at a point in time, when the services are performed. Wealth and asset management revenue also includes trailing commissions received from investments and annuities held in customer accounts, which are recognized in revenue when the Bancorp determines that it has satisfied its performance obligations and has sufficient information to estimate the amount of the commissions to which it expects to be entitled.
Commercial payments revenue consists primarily of treasury management fees for commercial clients, monthly service charges on commercial deposit accounts and revenue related to commercial cards associated with commercial client relationships. The Bancorp’s treasury management fees include revenues for traditional treasury management services as well as embedded payments services. Monthly service charges are typically collected from customers directly from the related deposit account at the time the transaction is processed and/or at the end of the customer’s statement cycle (typically monthly). Commercial card revenue includes interchange fees earned when commercial cards are processed through card association networks, revenue derived from the Bancorp’s relationships with card processors and transaction-based fees charged directly to commercial clients. The performance obligations for treasury management fees and service charges on deposits are typically satisfied over time while performance obligations for transaction-based fees are typically satisfied at a point in time when the transactions generating the fees are processed. Revenues are recognized on an accrual basis when or as the services are provided to the customer, net of applicable discounts, waivers, reversals, and costs not controlled by the Bancorp (primarily interchange fees charged by credit card associations and expenses of certain transaction-based rewards programs offered to customers).
Consumer banking revenue consists primarily of interchange fees earned when the Bancorp’s consumer credit and debit cards are processed through card association networks, monthly service charges on consumer deposit accounts and other deposit account-related charges, transaction-based fees (such as late fees, overdraft fees and wire transfer fees) for consumer loans and deposits, and

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fees related to ancillary services provided to consumers. The Bancorp’s performance obligations for transaction-based fees are typically satisfied at a point in time when the transactions generating the fees are processed while performance obligations for consumer deposit account service charges are typically satisfied over time. Revenues are recognized on an accrual basis when or as the services are provided to the customer, net of applicable discounts, waivers, reversals, and certain costs not controlled by the Bancorp (primarily interchange fees charged by credit card associations and expenses of certain transaction-based rewards programs offered to customers). Revenue related to consumer loans is recognized in accordance with the Bancorp’s policies for portfolio loans and leases.

Capital markets fees consist primarily of underwriting revenue recognized by the Bancorp’s broker-dealer subsidiary, syndication fees for commercial loans, merger and acquisition advisory fees and income earned related to financial risk management services provided to commercial clients. Underwriting revenue is generally recognized on the trade date, which is when the Bancorp’s performance obligations are satisfied. Syndication fees are recognized in income when the syndication is complete unless a portion of the loan is retained in the transaction, in which case the Bancorp’s policies for portfolio loans and leases would apply. Merger and acquisition advisory fees are recognized in income at a point in time when the transactions generating the fees are completed. Income from financial risk management services is primarily related to customer accommodation derivatives and is recognized in accordance with the Bancorp’s policies for derivative financial instruments.
Commercial banking revenue consists primarily of service fees and other income related to lending activity to commercial clients and leasing business revenue, which includes operating lease income, lease remarketing fees and lease syndication fees. Revenue related to loans and leases is recognized in accordance with either the Bancorp’s policies for portfolio loans and leases or when the Bancorp’s performance obligations are satisfied.
Mortgage banking net revenue consists primarily of origination fees and gains on loan sales, mortgage servicing fees and the impact of MSRs. Refer to the Loans and Leases Held for Sale and Loan Sales and Securitizations sections of this footnote for further information.
Other noninterest income primarily includes BOLI income, equity method and private equity income, losses on other assets and other miscellaneous revenues and gains.

Earnings Per Share

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Earnings per diluted share is computed by dividing adjusted net income available to common shareholders by the weighted-average number of shares of common stock outstanding, adjusted for the impact of potentially dilutive common shares arising from the exercise or settlement of stock-based awards and the settlement of outstanding forward contracts.

The Bancorp calculates earnings per share pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for common stock and participating securities according to dividends declared and participation rights in undistributed earnings. For purposes of calculating earnings per share under the two-class method, restricted shares that contain nonforfeitable rights to dividends are considered participating securities until vested. While the dividends declared per share on such restricted shares are the same as dividends declared per common share outstanding, the dividends recognized on such restricted shares may be less because dividends paid on restricted shares that are expected to be forfeited are reclassified to compensation expense during the period when forfeiture is expected.

Pension Plans

The Bancorp uses an expected long-term rate of return applied to the fair market value of assets as of the beginning of the year and the expected cash flow during the year for calculating the expected investment return on all pension plan assets. Amortization of the net gain or loss resulting from experience different from that assumed and from changes in assumptions (excluding asset gains and losses not yet reflected in market-related value) is included as a component of net periodic benefit cost. If, as of the beginning of the year, that net gain or loss exceeds 10% of the greater of the projected benefit obligation and the market-related value of plan assets, the amortization is that excess divided by the average remaining service period of participating employees expected to receive benefits under the plan. The Bancorp uses a third-party actuary to compute the remaining service period of participating employees. This period reflects expected turnover, pre-retirement mortality and other applicable employee demographics.

Stock-Based Compensation

The Bancorp recognizes compensation expense for the grant-date fair value of stock-based awards that are expected to vest over the requisite service period. All awards, both those with cliff vesting and graded vesting, are expensed on a straight-line basis over the requisite service period. Awards to employees that meet eligible retirement status are expensed immediately. As compensation expense is recognized, a deferred tax asset is recorded that represents an estimate of the future tax deduction from exercise or release of restrictions. At the time awards are exercised, cancelled, expire or restrictions are released, the Bancorp recognizes an adjustment to income tax expense for the difference between the previously estimated tax deduction and the actual tax deduction realized. For further information on the Bancorp’s stock-based compensation plans, refer to Note 25.

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Other

Securities and other property held in a trust or fiduciary capacity by divisions of the Bancorp’s banking subsidiary are not included in the Consolidated Balance Sheets because such items are not assets of the subsidiaries.

Other short-term investments have original maturities less than one year and primarily include interest-bearing balances that are funds on deposit at other depository institutions or the FRB. The Bancorp uses other short-term investments as part of its liquidity risk management activities.

The Bancorp purchases life insurance policies on the lives of certain directors, officers and employees and is the owner and beneficiary of the policies. The Bancorp invests in these policies, known as BOLI, to provide an efficient form of funding for long-term retirement and other employee benefits costs. Certain BOLI policies have a stable value agreement through either a large, well-rated bank or multi-national insurance carrier that provides limited cash surrender value protection from declines in the value of each policy’s underlying investments. The Bancorp records these BOLI policies within other assets in the Consolidated Balance Sheets at each policy’s respective cash surrender value, with changes recorded in other noninterest income in the Consolidated Statements of Income.

Intangible assets are amortized on either a straight-line or an accelerated basis over their estimated useful lives and the amortization expense is typically recorded in other noninterest expense in the Consolidated Statements of Income. The Bancorp reviews intangible assets for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable.

Securities sold under repurchase agreements are accounted for as secured borrowings and included in other short-term borrowings in the Consolidated Balance Sheets at the amounts at which the securities were sold plus accrued interest.

Acquisitions of treasury stock are carried at cost and are subject to a non-deductible excise tax of 1% of the net fair market value of stock repurchased during a given tax year. The amount of taxable repurchases is reduced by the fair market value of stock which is issued within the same tax year, including stock issued as part of stock-based compensation plans. The Bancorp accounts for this excise tax as a cost of acquiring treasury stock and includes the estimated incremental tax liability associated with individual share repurchase transactions as part of the cost basis of the shares repurchased. Reissuance of shares in treasury for acquisitions, exercises of stock-based awards or other corporate purposes is recorded based on the specific identification method.

Advertising costs are generally expensed as incurred.

ACCOUNTING AND REPORTING DEVELOPMENTS

Standard Adopted in 2025

The Bancorp adopted the following new accounting standard effective January 1, 2025:

ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which amends the disclosure requirements for income taxes. The amendments primarily include new requirements to disclose additional information as part of the reconciliation of the effective tax rate to statutory tax rates, provide the amount of income taxes paid, net of refunds received, and income tax expense disaggregated between federal, state and foreign jurisdictions and provide income before income taxes disaggregated between domestic and foreign jurisdictions. The amendments also discontinue certain other disclosure requirements. The Bancorp implemented the amended guidance on a retrospective basis beginning with this Annual Report on Form 10-K for the year ended December 31, 2025. The amended disclosures are presented in Note 21.

Significant Accounting Standards Issued but Not Yet Adopted

The following significant accounting standards were issued but not yet adopted by the Bancorp as of December 31, 2025:

ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, which introduces new requirements to disclose additional information about certain types of expenses, including employee compensation, depreciation, intangible asset amortization and selling expenses. The amended guidance is effective for the Bancorp for the year ending December 31, 2027 and subsequent interim reporting periods beginning in 2028, with early adoption permitted, and is to be applied prospectively, with retrospective application permitted. The Bancorp is in the process of evaluating the impact of the amended guidance on its Consolidated Financial Statements.

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

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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. The amended guidance also clarifies that share-based noncash consideration received from a customer in a revenue contract is initially accounted for under ASC 606, with other guidance applied only once the consideration becomes unconditional. The amended guidance is effective for the Bancorp on January 1, 2027, with early adoption permitted. The amendments should be applied on either a prospective or modified retrospective basis. The Bancorp does not expect the amended guidance to have a material impact on its Consolidated Financial Statements.

ASU 2025-08 – Financial Instrument – Credit Losses (Topic 326): Purchased Loans

In November 2025, the FASB issued ASU 2025-08, which modifies the accounting for purchased financial assets by expanding the gross-up approach for recognizing the estimate of expected credit losses to purchased seasoned loans, which includes non-purchased credit deteriorated (non-PCD) loans (excluding credit cards) purchased at least 90 days after origination or acquired in a business combination. Upon acquisition, PSLs should be accounted for under the gross-up approach, which includes recognizing an allowance and an offsetting entry as an addition to the amortized cost basis, resulting in an initial amortized cost basis in an amount equal to the sum of the purchase price plus the ACL. The difference, if any, between the amortized cost basis (as adjusted for expected credit losses) and the unpaid principle balance is recognized as a non-credit discount and accreted or amortized into interest income. The amended guidance largely eliminates the day 1 credit loss expense for non-PCD acquired financial assets. The amended guidance also introduces an accounting policy election for entities that use a method other than a discounted cash flow analysis to estimate credit losses on purchased seasoned loans, which allows the use of the amortized cost basis rather than the unpaid principal balance when subsequently measuring the allowance for credit losses. As permitted, the Bancorp elected to early adopt the amended guidance on January 1, 2026 on a prospective basis.

ASU 2025-09 – Derivatives and Hedging (Topic 815): Hedge Accounting Improvements

In November 2025, the FASB issued ASU 2025-09, which makes several amendments to existing guidance for hedge accounting. The amendments are intended to simplify the application of hedge accounting guidance in current U.S. GAAP, improve the alignment of financial reporting with an entity’s risk management strategies and enable the achievement and maintenance of hedge accounting for highly effective economic hedges of forecasted transactions. Among other things, the amendments include the expansion of hedged risks for groups of forecasted transactions in a cash flow hedge, introduction of a model for variable-rate debt with choose-your-rate debt features, expansion of hedge accounting for forecasted purchases and sales of nonfinancial assets, elimination of the net written option test for certain compound derivatives, and elimination of recognition and presentation mismatches involving foreign currency-denominated debt in dual hedge designations. The amended guidance is effective for the Bancorp on January 1, 2027, with early adoption permitted. The amendments should be applied on a prospective basis for all hedging relationships. The Bancorp may elect to adopt the amendments for hedging relationships that exist as of the date of adoption. The Bancorp does not expect the amended guidance to have a material impact on its Consolidated Financial Statements.

ASU 2025-11 – Interim Reporting (Topic 270): Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11, which clarifies interim disclosure requirements by providing a comprehensive list of disclosures that are required in interim periods. The amendments also introduce a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amended guidance is effective for the Bancorp on January 1, 2028, with early adoption permitted. The amendments should be applied on either a prospective or retrospective basis. The Bancorp is in the process of evaluating the impact of the amended guidance on its interim reporting.

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2. Supplemental Cash Flow Information

Cash payments related to interest and income taxes in addition to non-cash investing and financing activities are presented in the following table for the years ended December 31:


($ in millions)	2025		2024	2023
Cash Payments:
Interest	$	3,974	4,871	3,776
Income taxes paid, net of refunds received	185		193	655

Transfers:
Portfolio loans and leases to loans and leases held for sale	$	346	422	513
Loans and leases held for sale to portfolio loans and leases	5		4	6
Portfolio loans and leases to OREO	23		23	12

Bank premises and equipment to OREO	15		9	30
Available-for-sale debt securities to held-to-maturity securities(a)	—		11,593	—

Supplemental Disclosures:
Net additions to lease liabilities under operating leases	$	173	74	72
Net additions (reductions) to lease liabilities under finance leases	32		44	(6)

*(a)*Represents the fair value of the securities on the date of transfer. Refer to Note 4 for additional information.

3. Restrictions on Dividends and Capital Actions

Restrictions on Cash Dividends

The principal source of income and funds for the Bancorp (parent company) are dividends from its subsidiaries. The dividends paid by the Bancorp’s banking subsidiary are subject to regulations and limitations prescribed by state and federal supervisory agencies. The Bancorp’s nonbank subsidiaries are also limited by certain federal and state statutory provisions and regulations covering the amount of dividends that may be paid in any given year. The Bancorp’s indirect banking and nonbanking subsidiaries paid the Bancorp’s direct nonbank subsidiary holding company, which in turn paid the Bancorp, $2.2 billion and $1.8 billion in dividends during the years ended December 31, 2025 and 2024, respectively.

Capital Actions

The Bancorp is subject to restrictions on its capital actions, primarily as a result of supervisory policies set by the FRB. The Bancorp is required to develop and maintain a capital plan that governs its capacity to pay dividends and execute share repurchases and this plan is required to be submitted to the FRB periodically. As part of its capital plan, the Bancorp increased its quarterly common stock dividend to $0.40 per share in the third quarter of 2025. Additionally, the Bancorp entered into and settled accelerated share repurchase transactions during the year ended December 31, 2025. For more information related to these transactions, refer to Note 24.

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4. Investment Securities

The Bancorp uses investment securities as a means of managing interest rate risk, providing collateral for pledging purposes and for liquidity risk management. The Bancorp may also utilize investment securities as part of a non-qualifying hedging strategy to manage interest rate risk related to MSRs.

The following tables provide the amortized cost, unrealized gains and losses and fair value for the major categories of the available-for-sale debt and other securities and held-to-maturity securities portfolios as of December 31:


	2025
($ in millions)	Amortized Cost		Unrealized Gains	Unrealized Losses	Fair Value
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities	$	1,575	—	—	1,575

Mortgage-backed securities:
Agency residential mortgage-backed securities	9,138		18	(533)	8,623
Agency commercial mortgage-backed securities	22,307		4	(2,124)	20,187
Non-agency commercial mortgage-backed securities	3,032		1	(200)	2,833
Asset-backed securities and other debt securities	2,381		2	(116)	2,267
Other securities(a)	674		—	—	674
Total available-for-sale debt and other securities	$	39,107	25	(2,973)	36,159
Held-to-maturity securities:(b)
U.S. Treasury and federal agencies securities	$	2,438	19	—	2,457
Mortgage-backed securities:
Agency residential mortgage-backed securities	5,023		23	(44)	5,002
Agency commercial mortgage-backed securities	3,905		43	(5)	3,943
Asset-backed securities and other debt securities	2		—	—	2
Total held-to-maturity securities	$	11,368	85	(49)	11,404

*(a)*Other securities consist of FHLB, FRB and DTCC restricted stock holdings of $167, $505 and $2, respectively, at December 31, 2025, that are carried at cost.

*(b)*The amortized cost basis includes a discount of $742 at December 31, 2025 pertaining to the remaining unamortized portion of unrealized losses on securities transferred to HTM.


	2024
($ in millions)	Amortized Cost		Unrealized Gains	Unrealized Losses	Fair Value
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities	$	4,358	2	—	4,360

Mortgage-backed securities:
Agency residential mortgage-backed securities	6,460		—	(779)	5,681
Agency commercial mortgage-backed securities	23,853		1	(3,022)	20,832
Non-agency commercial mortgage-backed securities	4,505		—	(338)	4,167
Asset-backed securities and other debt securities	3,924		3	(198)	3,729
Other securities(a)	778		—	—	778
Total available-for-sale debt and other securities	$	43,878	6	(4,337)	39,547
Held-to-maturity securities:(b)
U.S. Treasury and federal agencies securities	$	2,370	—	(26)	2,344
Mortgage-backed securities:
Agency residential mortgage-backed securities	4,898		—	(197)	4,701
Agency commercial mortgage-backed securities	4,008		—	(90)	3,918
Asset-backed securities and other debt securities	2		—	—	2
Total held-to-maturity securities	$	11,278	—	(313)	10,965

*(a)*Other securities consist of FHLB, FRB and DTCC restricted stock holdings of $276, $500 and $2, respectively, at December 31, 2024, that are carried at cost.

*(b)*The amortized cost basis includes a discount of $865 at December 31, 2024 pertaining to the remaining unamortized portion of unrealized losses on securities transferred to HTM.

The following table provides the fair value of trading debt securities and equity securities as of December 31:


($ in millions)	2025		2024
Trading debt securities	$	1,057	1,185
Equity securities	453		341

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The amounts reported in the preceding tables exclude accrued interest receivable on investment securities of $139 million and $162 million at December 31, 2025 and 2024, respectively, which is presented as a component of other assets in the Consolidated Balance Sheets.

In January 2024, the Bancorp transferred $12.6 billion (amortized cost basis) of 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. AOCI included pretax unrealized losses of $994 million on these securities at the date of transfer. The unrealized losses that existed on the date of transfer will continue to be reported as a component of AOCI and will be amortized into income over the remaining life of the securities as an adjustment to yield, offsetting the amortization of the discount resulting from the transfer recorded at fair value. The amortized cost basis of held-to-maturity securities included a discount of $742 million and $865 million at December 31, 2025 and 2024, respectively, pertaining to the unamortized portion of unrealized losses on the previously transferred securities, which are offset in AOCI.

The following table presents the components of net securities gains and losses recognized in the Consolidated Statements of Income for the years ended December 31:


($ in millions)	2025		2024	2023
Available-for-sale debt and other securities:
Realized gains	$	10	5	34
Realized losses	(10)		(2)	(30)
Impairment losses	—		(21)	(5)
Net gains (losses) on available-for-sale debt and other securities	$	—	(18)	(1)
Trading debt securities:

Net unrealized gains	—		—	3
Net trading debt securities gains	$	—	—	3
Equity securities:
Net realized (losses) gains	(44)		15	5
Net unrealized gains	57		18	11
Net equity securities gains	$	13	33	16
Total gains recognized in income from available-for-sale debt and other securities, trading debt securities and equity securities(a)	$	13	15	18

*(a)*Excludes $14, $5 and $13 of net securities gains for the years ended December 31, 2025, 2024 and 2023, respectively, related to securities held by FTS to facilitate the timely execution of customer transactions. These gains and losses are included in capital markets fees and wealth and asset management revenue in the Consolidated Statements of Income.

During the years ended December 31, 2025, 2024 and 2023, the Bancorp recognized an immaterial amount, $21 million and $5 million, respectively, of impairment losses on its available-for-sale debt and other securities, included in securities gains, net, in the Consolidated Statements of Income. These losses related to certain securities in unrealized loss positions where the Bancorp had determined that it no longer intended to hold the securities until the recovery of their amortized cost bases.

At both December 31, 2025 and 2024, the Bancorp did not recognize an allowance for credit losses for its investment securities. The Bancorp also did not recognize provision for credit losses for investment securities during the years ended December 31, 2025, 2024 and 2023.

At December 31, 2025 and 2024, investment securities with a fair value of $28.6 billion and $30.0 billion, respectively, were pledged to secure borrowing capacity, public deposits, trust funds, derivative contracts and for other purposes as required or permitted by law.

The expected maturity distribution of the Bancorp’s mortgage-backed securities and the contractual maturity distribution of the remainder of the Bancorp’s available-for-sale debt and other securities and held-to-maturity securities as of December 31, 2025 are shown in the following table:


	Available-for-Sale Debt and Other			Held-to-Maturity
($ in millions)	Amortized Cost		Fair Value	Amortized Cost	Fair Value
Debt securities:(a)
Due in 1 year or less	$	3,014	2,996	602	603
Due after 1 year through 5 years	12,689		12,112	2,971	3,004
Due after 5 years through 10 years	18,317		16,501	7,594	7,593
Due after 10 years	4,413		3,876	201	204
Other securities	674		674	—	—
Total	$	39,107	36,159	11,368	11,404

*(a)*Actual maturities may differ from contractual maturities when a right to call or prepay obligations exists with or without call or prepayment penalties.

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The following table provides the fair value and gross unrealized losses on available-for-sale debt and other securities in an unrealized loss position, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position as of December 31:


	Less than 12 months			12 months or more		Total
($ in millions)	Fair Value		Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses
2025
U.S. Treasury and federal agencies securities	$	1,225	—	—	—	1,225	—

Agency residential mortgage-backed securities	1,454		(7)	4,615	(526)	6,069	(533)
Agency commercial mortgage-backed securities	149		(1)	19,826	(2,123)	19,975	(2,124)
Non-agency commercial mortgage-backed securities	1		—	2,695	(200)	2,696	(200)
Asset-backed securities and other debt securities	135		(1)	1,893	(115)	2,028	(116)
Total	$	2,964	(9)	29,029	(2,964)	31,993	(2,973)
2024
U.S. Treasury and federal agencies securities	$	569	—	—	—	569	—

Agency residential mortgage-backed securities	1,061		(14)	4,566	(765)	5,627	(779)
Agency commercial mortgage-backed securities	157		(6)	20,536	(3,016)	20,693	(3,022)
Non-agency commercial mortgage-backed securities	183		(3)	3,984	(335)	4,167	(338)
Asset-backed securities and other debt securities	283		(11)	3,157	(187)	3,440	(198)
Total	$	2,253	(34)	32,243	(4,303)	34,496	(4,337)

At December 31, 2025 and 2024, $24 million and $34 million, respectively, of unrealized losses in the available-for-sale debt and other securities portfolio were related to non-rated securities.

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5. Loans and Leases

The Bancorp diversifies its loan and lease portfolio by offering a variety of loan and lease products with various payment terms and rate structures. The Bancorp’s commercial loan and lease portfolio consists of lending to various industry types. Management periodically reviews the performance of its loan and lease products to evaluate whether they are performing within acceptable interest rate and credit risk levels and changes are made to underwriting policies and procedures as needed. The Bancorp maintains an allowance to absorb loan and lease losses that are expected to be incurred over the remaining contractual terms of the related loans and leases. For further information on credit quality and the ALLL, refer to Note 6.

The following table provides a summary of commercial loans and leases classified by primary purpose and consumer loans classified based upon product or collateral as of December 31:


($ in millions)	2025		2024
Loans and leases held for sale:
Commercial and industrial loans	$	46	15
Commercial mortgage loans	29		22
Commercial construction loans	—		29
Residential mortgage loans	658		574

Total loans and leases held for sale	$	733	640
Portfolio loans and leases:
Commercial and industrial loans	$	52,749	52,271
Commercial mortgage loans	12,228		12,246
Commercial construction loans	5,316		5,588
Commercial leases	3,269		3,188
Total commercial loans and leases	$	73,562	73,293
Residential mortgage loans	$	17,652	17,543
Home equity	4,846		4,188
Indirect secured consumer loans	17,964		16,313
Credit card	1,747		1,734
Solar energy installation loans	4,560		4,202
Other consumer loans	2,320		2,518
Total consumer loans	$	49,089	46,498
Total portfolio loans and leases	$	122,651	119,791

Portfolio loans and leases are recorded net of unearned income, which totaled $384 million and $380 million as of December 31, 2025 and 2024, respectively. The amortized cost basis of loans and leases excludes accrued interest receivable of $534 million and $566 million at December 31, 2025 and 2024, respectively, which is presented as a component of other assets in the Consolidated Balance Sheets. Additionally, portfolio loans and leases are recorded net of unamortized premiums and discounts, deferred direct loan origination fees and costs associated with loans and valuation adjustments associated with loans measured at fair value. These items totaled a net discount of $216 million and $324 million as of December 31, 2025 and 2024, respectively, of which $872 million and $901 million of net discount was related to solar energy installation loans, respectively.

The Bancorp’s FHLB and FRB borrowings are primarily secured by loans. The Bancorp had loans of $14.9 billion and $15.1 billion as of December 31, 2025 and 2024, respectively, pledged to the FHLB, and loans of $60.1 billion and $55.3 billion at December 31, 2025 and 2024, respectively, pledged to the FRB.

The following table presents a summary of net charge-offs (recoveries):


For the years ended December 31 ($ in millions)	2025		2024	2023
Commercial and industrial loans	$	439	242	155
Commercial mortgage loans	21		—	(2)
Commercial construction loans	—		—	1
Commercial leases	2		2	(1)
Residential mortgage loans	(2)		(2)	—
Home equity	1		(1)	1
Indirect secured consumer loans	82		90	72
Credit card	63		68	64
Solar energy installation loans	70		56	26
Other consumer loans	62		77	72
Total net charge-offs	$	738	532	388

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The following table presents the components of the net investment in portfolio leases as of December 31:


($ in millions)(a)	2025		2024
Net investment in direct financing leases:
Lease payment receivable (present value)	$	489	631
Unguaranteed residual assets (present value)	113		121

Net investment in sales-type leases:
Lease payment receivable (present value)	2,313		2,102
Unguaranteed residual assets (present value)	111		86

*(a)*Excludes $243 and $248 of leveraged leases at December 31, 2025 and 2024, respectively.

Interest income recognized in the Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023 was $38 million, $40 million and $26 million, respectively, for direct financing leases and $107 million, $82 million and $63 million, respectively, for sales-type leases.

The following table presents undiscounted cash flows for both direct financing and sales-type portfolio leases for 2026 through 2030 and thereafter as well as a reconciliation of the undiscounted cash flows to the total lease receivables as follows:


As of December 31, 2025 ($ in millions)	Direct Financing Leases		Sales-Type Leases
2026	$	154	646
2027	152		599
2028	94		495
2029	64		342
2030	44		235
Thereafter	33		229
Total undiscounted cash flows	$	541	2,546
Less: Difference between undiscounted cash flows and discounted cash flows	52		233
Present value of lease payments (recognized as lease receivables)	$	489	2,313

The lease residual value represents the present value of the estimated fair value of the leased equipment at the end of the lease. The Bancorp performs quarterly reviews of residual values associated with its leasing portfolio considering factors such as the subject equipment, structure of the transaction, industry, prior experience with the lessee and other factors that impact the residual value to assess for impairment. The Bancorp maintained an allowance of $18 million and $16 million at December 31, 2025 and 2024, respectively, to cover the losses that are expected to be incurred over the remaining contractual terms of the related leases, including the potential losses related to the lease residual value. Refer to Note 6 for additional information on credit quality and the ALLL.

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6. Credit Quality and the Allowance for Loan and Lease Losses

The Bancorp disaggregates ALLL balances and transactions in the ALLL by portfolio segment. Credit quality related disclosures for loans and leases are further disaggregated by class.

Allowance for Loan and Lease Losses

The following tables summarize transactions in the ALLL by portfolio segment for the years ended December 31:


2025 ($ in millions)	Commercial		Residential Mortgage	Consumer	Total
Balance, beginning of period	$	1,154	146	1,052	2,352
Losses charged-off(a)	(507)		(1)	(417)	(925)
Recoveries of losses previously charged-off(a)	45		3	139	187
Provision for (benefit from) loan and lease losses	494		(39)	184	639
Balance, end of period	$	1,186	109	958	2,253

*(a)*The Bancorp recorded $18 in both losses charged-off and recoveries of losses previously charged-off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.


2024 ($ in millions)	Commercial		Residential Mortgage	Consumer	Total
Balance, beginning of period	$	1,130	145	1,047	2,322

Losses charged-off(a)	(267)		(2)	(417)	(686)
Recoveries of losses previously charged-off(a)	23		4	127	154
Provision for (benefit from) loan and lease losses	268		(1)	295	562
Balance, end of period	$	1,154	146	1,052	2,352

*(a)*The Bancorp recorded $28 in both losses charged-off and recoveries of losses previously charged-off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.


2023 ($ in millions)	Commercial		Residential Mortgage	Consumer	Total
Balance, beginning of period	$	1,127	245	822	2,194
Impact of adoption of ASU 2022-02	4		(36)	(17)	(49)
Losses charged-off(a)	(170)		(4)	(348)	(522)
Recoveries of losses previously charged-off(a)	17		4	113	134
Provision for (benefit from) loan and lease losses	152		(64)	477	565
Balance, end of period	$	1,130	145	1,047	2,322

*(a)*The Bancorp recorded $35 in both losses charged-off and recoveries of losses previously charged-off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.

The following tables provide a summary of the ALLL and related loans and leases classified by portfolio segment:


As of December 31, 2025 ($ in millions)	Commercial		Residential Mortgage	Consumer	Total
ALLL:(a)
Individually evaluated	$	178	—	15	193
Collectively evaluated	1,008		109	943	2,060
Total ALLL	$	1,186	109	958	2,253
Portfolio loans and leases:(b)
Individually evaluated	$	367	143	105	615
Collectively evaluated	73,195		17,403	31,332	121,930
Total portfolio loans and leases	$	73,562	17,546	31,437	122,545

*(a)*Includes $2 related to commercial leveraged leases at December 31, 2025.

*(b)*Excludes $106 of residential mortgage loans measured at fair value and includes $243 of commercial leveraged leases, net of unearned income, at December 31, 2025.

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As of December 31, 2024 ($ in millions)	Commercial		Residential Mortgage	Consumer	Total
ALLL:(a)
Individually evaluated	$	106	—	11	117
Collectively evaluated	1,048		146	1,041	2,235
Total ALLL	$	1,154	146	1,052	2,352
Portfolio loans and leases:(b)
Individually evaluated	$	395	131	96	622
Collectively evaluated	72,898		17,304	28,859	119,061
Total portfolio loans and leases	$	73,293	17,435	28,955	119,683

*(a)*Includes $1 related to commercial leveraged leases at December 31, 2024.

*(b)*Excludes $108 of residential mortgage loans measured at fair value and includes $248 of commercial leveraged leases, net of unearned income, at December 31, 2024.

CREDIT RISK PROFILE

Commercial Portfolio Segment

For purposes of monitoring the credit quality and risk characteristics of its commercial portfolio segment, the Bancorp disaggregates the segment into the following classes: commercial and industrial, commercial mortgage owner-occupied, commercial mortgage nonowner-occupied, commercial construction and commercial leases.

To facilitate the monitoring of credit quality within the commercial portfolio segment, the Bancorp utilizes the following categories of credit ratings: pass, special mention, substandard, doubtful and loss. The five categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated periodically thereafter.

Pass ratings, which are assigned to those borrowers that do not have identified potential or well-defined weaknesses and for which there is a high likelihood of orderly repayment, are updated at least annually based on the size and credit characteristics of the borrower. All other categories are updated on a quarterly basis during the month preceding the end of the calendar quarter.

The Bancorp assigns a special mention rating to loans and leases that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the loan or lease or the Bancorp’s credit position.

The Bancorp assigns a substandard rating to loans and leases that are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged. Substandard loans and leases have well-defined weaknesses or weaknesses that could jeopardize the orderly repayment of the debt. Loans and leases with this rating also are characterized by the distinct possibility that the Bancorp will sustain some loss if the deficiencies noted are not addressed and corrected.

The Bancorp assigns a doubtful rating to loans and leases that have all the attributes of a substandard rating with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonable specific pending factors that may work to the advantage of and strengthen the credit quality of the loan or lease, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors may include a proposed merger or acquisition, liquidation proceeding, capital injection, perfecting liens on additional collateral or refinancing plans.

Loans and leases classified as loss are considered uncollectible and are charged off in the period in which they are determined to be uncollectible. Because loans and leases in this category are fully charged-off, they are not included in the following tables.

For loans and leases that are collectively evaluated for an ACL, the Bancorp utilizes models to forecast expected credit losses over a reasonable and supportable forecast period based on the probability of a loan or lease defaulting, the expected balance at the estimated date of default and the expected loss percentage given a default. For the commercial portfolio segment, the estimates for probability of default are primarily based on internal ratings assigned to each commercial borrower on a 13-point scale and historical observations of how those ratings migrate to a default over time in the context of macroeconomic conditions. For loans with available credit, the estimate of the expected balance at the time of default considers expected utilization rates, which are primarily based on macroeconomic conditions and the utilization history of similar borrowers under those economic conditions. The estimates for loss severity are primarily based on collateral type and coverage levels and the susceptibility of those characteristics to changes in macroeconomic conditions. For more information about the Bancorp’s processes for developing these models, estimating credit losses for periods beyond the reasonable and supportable forecast period and for estimating credit losses for individually evaluated loans, refer to Note 1.

The Bancorp defines term loans and leases as those having a fixed duration, repayment schedule and defined interest rate. For purposes of disclosing term loans by origination year, the Bancorp generally determines the origination date for loans and leases within the commercial portfolio as the date of the most recent credit decision or extension. Revolving and other loans include loans with revolving privileges

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and certain complex lending arrangements involving commitments made by the Bancorp under predefined terms, including loans with both revolving and non-revolving components, loans with delayed draw features or loans with interchangeable interest rate and repayment options that extend beyond the time of origination.

The following tables present the amortized cost basis of the Bancorp’s commercial portfolio segment, by class and vintage, disaggregated by credit risk rating:


As of December 31, 2025 ($ in millions)	Term Loans and Leases by Origination Year							Revolving and Other Loans
2025	2024		2023	2022	2021	Prior	Total
Commercial and industrial loans:
Pass	$	3,359	2,040	861	1,829	832	553	40,015	49,489
Special mention	23		51	10	7	13	10	839	953
Substandard	57		89	92	138	42	28	1,743	2,189
Doubtful	—		1	—	—	6	—	111	118
Total commercial and industrial loans	$	3,439	2,181	963	1,974	893	591	42,708	52,749
Commercial mortgage owner-occupied loans:
Pass	$	1,136	615	572	648	537	406	1,712	5,626
Special mention	24		4	28	16	14	3	72	161
Substandard	69		44	38	33	27	12	132	355
Doubtful	—		—	—	—	—	—	—	—
Total commercial mortgage owner-occupied loans	$	1,229	663	638	697	578	421	1,916	6,142
Commercial mortgage nonowner-occupied loans:
Pass	$	824	542	486	638	109	419	2,628	5,646
Special mention	1		—	—	19	—	—	111	131
Substandard	20		63	16	42	—	24	144	309
Doubtful	—		—	—	—	—	—	—	—
Total commercial mortgage nonowner-occupied loans	$	845	605	502	699	109	443	2,883	6,086
Commercial construction loans:
Pass	$	44	—	—	—	27	—	4,404	4,475
Special mention	—		—	—	—	—	—	548	548
Substandard	—		—	—	—	—	—	293	293
Doubtful	—		—	—	—	—	—	—	—
Total commercial construction loans	$	44	—	—	—	27	—	5,245	5,316
Commercial leases:
Pass	$	1,255	858	266	198	173	472	—	3,222
Special mention	2		6	—	—	1	—	—	9
Substandard	1		15	11	3	5	3	—	38
Doubtful	—		—	—	—	—	—	—	—
Total commercial leases	$	1,258	879	277	201	179	475	—	3,269
Total commercial loans and leases:
Pass	$	6,618	4,055	2,185	3,313	1,678	1,850	48,759	68,458
Special mention	50		61	38	42	28	13	1,570	1,802
Substandard	147		211	157	216	74	67	2,312	3,184
Doubtful	—		1	—	—	6	—	111	118
Total commercial loans and leases	$	6,815	4,328	2,380	3,571	1,786	1,930	52,752	73,562

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As of December 31, 2024 ($ in millions)	Term Loans and Leases by Origination Year							Revolving and Other Loans
2024	2023		2022	2021	2020	Prior	Total
Commercial and industrial loans:
Pass	$	2,966	1,346	2,445	1,321	371	437	40,185	49,071
Special mention	15		13	22	1	3	9	1,055	1,118
Substandard	67		95	182	74	32	15	1,545	2,010
Doubtful	—		—	2	—	—	—	70	72
Total commercial and industrial loans	$	3,048	1,454	2,651	1,396	406	461	42,855	52,271
Commercial mortgage owner-occupied loans:
Pass	$	786	790	844	630	315	307	1,829	5,501
Special mention	8		9	23	7	—	3	31	81
Substandard	64		34	24	28	9	43	239	441
Doubtful	—		—	—	—	—	—	—	—
Total commercial mortgage owner-occupied loans	$	858	833	891	665	324	353	2,099	6,023
Commercial mortgage nonowner-occupied loans:
Pass	$	710	751	769	170	263	408	2,698	5,769
Special mention	54		—	50	5	—	—	150	259
Substandard	38		27	9	—	—	2	119	195
Doubtful	—		—	—	—	—	—	—	—
Total commercial mortgage nonowner-occupied loans	$	802	778	828	175	263	410	2,967	6,223
Commercial construction loans:
Pass	$	4	21	—	29	—	—	4,565	4,619
Special mention	—		—	—	—	—	—	756	756
Substandard	—		—	—	—	—	—	213	213
Doubtful	—		—	—	—	—	—	—	—
Total commercial construction loans	$	4	21	—	29	—	—	5,534	5,588
Commercial leases:
Pass	$	1,532	335	281	311	137	517	—	3,113
Special mention	4		4	2	3	2	4	—	19
Substandard	—		11	12	4	3	26	—	56
Doubtful	—		—	—	—	—	—	—	—
Total commercial leases	$	1,536	350	295	318	142	547	—	3,188
Total commercial loans and leases:
Pass	$	5,998	3,243	4,339	2,461	1,086	1,669	49,277	68,073
Special mention	81		26	97	16	5	16	1,992	2,233
Substandard	169		167	227	106	44	86	2,116	2,915
Doubtful	—		—	2	—	—	—	70	72
Total commercial loans and leases	$	6,248	3,436	4,665	2,583	1,135	1,771	53,455	73,293

The following tables summarize the Bancorp’s gross charge-offs within the commercial portfolio segment, by class and vintage during the years ended December 31:


2025 ($ in millions)	Term Loans and Leases by Origination Year							Revolving and Other Loans
2025	2024		2023	2022	2021	Prior	Total
Commercial loans and leases:
Commercial and industrial loans	$	2	9	25	6	4	2	431	479
Commercial mortgage owner-occupied loans	—		—	—	—	3	11	2	16
Commercial mortgage nonowner-occupied loans	—		—	—	—	—	—	6	6
Commercial construction loans	—		—	—	—	—	—	—	—
Commercial leases	—		—	1	1	—	4	—	6
Total commercial loans and leases	$	2	9	26	7	7	17	439	507

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2024 ($ in millions)	Term Loans and Leases by Origination Year							Revolving and Other Loans
2024	2023		2022	2021	2020	Prior	Total
Commercial loans and leases:
Commercial and industrial loans	$	1	6	17	1	1	—	238	264
Commercial mortgage owner-occupied loans	—		1	—	—	—	—	—	1
Commercial mortgage nonowner-occupied loans	—		—	—	—	—	—	—	—
Commercial construction loans	—		—	—	—	—	—	—	—
Commercial leases	—		—	—	—	—	2	—	2
Total commercial loans and leases	$	1	7	17	1	1	2	238	267


2023 ($ in millions)	Term Loans and Leases by Origination Year							Revolving and Other Loans
2023	2022		2021	2020	2019	Prior	Total
Commercial loans and leases:
Commercial and industrial loans	$	25	7	12	1	—	11	112	168
Commercial mortgage owner-occupied loans	—		—	—	—	—	—	1	1
Commercial mortgage nonowner-occupied loans	—		—	—	—	—	—	—	—
Commercial construction loans	—		—	—	—	—	—	1	1
Commercial leases	—		—	—	—	—	—	—	—
Total commercial loans and leases	$	25	7	12	1	—	11	114	170

Age Analysis of Past Due Commercial Loans and Leases

The following tables summarize the Bancorp’s amortized cost basis in portfolio commercial loans and leases, by age and class:


	Current Loans and Leases(a)		Past Due			Total Loans and Leases	90 Days Past Due and Still Accruing
As of December 31, 2025 ($ in millions)	30-89 Days(a)		90 Days or More(a)	Total Past Due
Commercial loans and leases:
Commercial and industrial loans	$	52,481	173	95	268	52,749	2
Commercial mortgage owner-occupied loans	6,127		3	12	15	6,142	—
Commercial mortgage nonowner-occupied loans	6,083		1	2	3	6,086	—
Commercial construction loans	5,315		—	1	1	5,316	1
Commercial leases	3,258		11	—	11	3,269	—
Total portfolio commercial loans and leases	$	73,264	188	110	298	73,562	3

*(a)*Includes accrual and nonaccrual loans and leases.


	Current Loans and Leases(a)		Past Due			Total Loans and Leases	90 Days Past Due and Still Accruing
As of December 31, 2024 ($ in millions)	30-89 Days(a)		90 Days or More(a)	Total Past Due
Commercial loans and leases:
Commercial and industrial loans	$	52,098	90	83	173	52,271	5
Commercial mortgage owner-occupied loans	5,980		40	3	43	6,023	—
Commercial mortgage nonowner-occupied loans	6,215		6	2	8	6,223	—
Commercial construction loans	5,587		1	—	1	5,588	—
Commercial leases	3,167		18	3	21	3,188	1
Total portfolio commercial loans and leases	$	73,047	155	91	246	73,293	6

*(a)*Includes accrual and nonaccrual loans and leases.

Residential Mortgage and Consumer Portfolio Segments

For purposes of monitoring the credit quality and risk characteristics of its consumer portfolio segment, the Bancorp disaggregates the segment into the following classes: home equity, indirect secured consumer loans, credit card, solar energy installation loans and other consumer loans. The Bancorp’s residential mortgage portfolio segment is also a separate class.

The Bancorp considers repayment performance as the best indicator of credit quality for residential mortgage and consumer loans, which includes both the delinquency status and performing versus nonperforming status of the loans.

For collectively evaluated loans in the consumer and residential mortgage portfolio segments, the Bancorp’s expected credit loss models primarily utilize the borrower’s FICO score and delinquency history in combination with macroeconomic conditions when estimating the

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probability of default. The estimates for loss severity are primarily based on collateral type and coverage levels and the susceptibility of those characteristics to changes in macroeconomic conditions. The expected balance at the estimated date of default is also especially impactful in the expected credit loss models for portfolio classes which generally have longer terms (such as residential mortgage loans and home equity) and portfolio classes containing a high concentration of loans with revolving privileges (such as home equity). The estimate of the expected balance at the time of default considers expected prepayment and utilization rates where applicable, which are primarily based on macroeconomic conditions and the utilization history of similar borrowers under those economic conditions. Refer to Note 1 for additional information about the Bancorp’s processes for developing these models and estimating credit losses for periods beyond the reasonable and supportable forecast period.

The following tables present the amortized cost basis of the Bancorp’s residential mortgage and consumer portfolio segments, by class and vintage, disaggregated by both delinquency and performing versus nonperforming status:

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As of December 31, 2025 ($ in millions)	Term Loans by Origination Year							Revolving Loans	Revolving Loans Converted to Term Loans
2025	2024		2023	2022	2021	Prior	Total
Residential mortgage loans:
Performing:
Current(a)	$	1,871	2,047	897	2,649	4,095	5,800	—	—	17,359
30-89 days past due	—		4	2	3	8	15	—	—	32
90 days or more past due	—		2	1	—	3	4	—	—	10

Nonperforming	—		3	7	14	17	104	—	—	145
Total residential mortgage loans(b)	$	1,871	2,056	907	2,666	4,123	5,923	—	—	17,546
Home equity:
Performing:
Current	$	194	137	50	27	1	76	4,182	83	4,750
30-89 days past due	—		—	—	—	—	1	23	1	25
90 days or more past due	—		—	—	—	—	—	—	—	—

Nonperforming	—		—	1	—	—	5	61	4	71
Total home equity	$	194	137	51	27	1	82	4,266	88	4,846
Indirect secured consumer loans:
Performing:
Current	$	7,854	4,387	1,881	2,004	1,213	435	—	—	17,774
30-89 days past due	23		26	24	31	17	8	—	—	129
90 days or more past due	—		—	—	—	—	—	—	—	—

Nonperforming	4		10	12	19	11	5	—	—	61
Total indirect secured consumer loans	$	7,881	4,423	1,917	2,054	1,241	448	—	—	17,964
Credit card:
Performing:
Current	$	—	—	—	—	—	—	1,683	—	1,683
30-89 days past due	—		—	—	—	—	—	18	—	18
90 days or more past due	—		—	—	—	—	—	17	—	17

Nonperforming	—		—	—	—	—	—	29	—	29
Total credit card	$	—	—	—	—	—	—	1,747	—	1,747
Solar energy installation loans:
Performing:
Current	$	814	724	1,914	1,030	1	29	—	—	4,512
30-89 days past due	1		4	14	7	—	—	—	—	26
90 days or more past due	—		—	—	—	—	—	—	—	—

Nonperforming	1		2	11	7	—	1	—	—	22
Total solar energy installation loans	$	816	730	1,939	1,044	1	30	—	—	4,560
Other consumer loans:
Performing:
Current	$	248	104	245	377	139	204	957	22	2,296
30-89 days past due	1		1	3	5	2	2	1	1	16
90 days or more past due	—		—	—	—	—	—	—	—	—

Nonperforming	—		—	2	3	—	—	2	1	8
Total other consumer loans	$	249	105	250	385	141	206	960	24	2,320
Total residential mortgage and consumer loans:
Performing:
Current	$	10,981	7,399	4,987	6,087	5,449	6,544	6,822	105	48,374
30-89 days past due	25		35	43	46	27	26	42	2	246
90 days or more past due	—		2	1	—	3	4	17	—	27

Nonperforming	5		15	33	43	28	115	92	5	336
Total residential mortgage and consumer loans(b)	$	11,011	7,451	5,064	6,176	5,507	6,689	6,973	112	48,983

*(a)*Information includes advances made pursuant to servicing agreements for GNMA mortgage pools whose repayments are insured by the FHA or guaranteed by the VA. As of December 31, 2025, $83 of these loans were 30-89 days past due and $195 were 90 days or more past due. The Bancorp recognized $1 of losses during the year ended December 31, 2025 due to claim denials and curtailments associated with these insured or guaranteed loans.

*(b)*Excludes $106 of residential mortgage loans measured at fair value at December 31, 2025, including $2 of 30-89 days past due loans and $4 of nonperforming loans.

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As of December 31, 2024 ($ in millions)	Term Loans by Origination Year							Revolving Loans	Revolving Loans Converted to Term Loans
2024	2023		2022	2021	2020	Prior	Total
Residential mortgage loans:
Performing:
Current(a)	$	1,961	998	2,961	4,606	2,491	4,245	—	—	17,262
30-89 days past due	1		3	4	9	4	12	—	—	33
90 days or more past due	1		—	1	1	—	2	—	—	5

Nonperforming	—		2	9	13	8	103	—	—	135
Total residential mortgage loans(b)	$	1,963	1,003	2,975	4,629	2,503	4,362	—	—	17,435
Home equity:
Performing:
Current	$	168	67	34	2	4	86	3,660	72	4,093
30-89 days past due	—		—	—	—	—	1	23	1	25
90 days or more past due	—		—	—	—	—	—	—	—	—

Nonperforming	—		—	1	—	—	7	56	6	70
Total home equity	$	168	67	35	2	4	94	3,739	79	4,188
Indirect secured consumer loans:
Performing:
Current	$	6,773	2,836	3,046	2,371	753	349	—	—	16,128
30-89 days past due	19		27	39	27	11	7	—	—	130
90 days or more past due	—		—	—	—	—	—	—	—	—

Nonperforming	4		10	19	13	5	4	—	—	55
Total indirect secured consumer loans	$	6,796	2,873	3,104	2,411	769	360	—	—	16,313
Credit card:
Performing:
Current	$	—	—	—	—	—	—	1,664	—	1,664
30-89 days past due	—		—	—	—	—	—	18	—	18
90 days or more past due	—		—	—	—	—	—	20	—	20

Nonperforming	—		—	—	—	—	—	32	—	32
Total credit card	$	—	—	—	—	—	—	1,734	—	1,734
Solar energy installation loans:
Performing:
Current	$	894	2,095	1,094	2	—	33	—	—	4,118
30-89 days past due	2		11	7	—	—	—	—	—	20
90 days or more past due	—		—	—	—	—	—	—	—	—

Nonperforming	1		34	28	—	—	1	—	—	64
Total solar energy installation loans	$	897	2,140	1,129	2	—	34	—	—	4,202
Other consumer loans:
Performing:
Current	$	201	351	507	219	171	142	860	34	2,485
30-89 days past due	1		5	10	3	1	2	1	1	24
90 days or more past due	—		—	—	—	—	—	—	—	—

Nonperforming	—		2	4	1	—	1	—	1	9
Total other consumer loans	$	202	358	521	223	172	145	861	36	2,518
Total residential mortgage and consumer loans:
Performing:
Current	$	9,997	6,347	7,642	7,200	3,419	4,855	6,184	106	45,750
30-89 days past due	23		46	60	39	16	22	42	2	250
90 days or more past due	1		—	1	1	—	2	20	—	25

Nonperforming	5		48	61	27	13	116	88	7	365
Total residential mortgage and consumer loans(b)	$	10,026	6,441	7,764	7,267	3,448	4,995	6,334	115	46,390

*(a)*Information includes advances made pursuant to servicing agreements for GNMA mortgage pools whose repayments are insured by the FHA or guaranteed by the VA. As of December 31, 2024, $90 of these loans were 30-89 days past due and $162 were 90 days or more past due. The Bancorp recognized $1 of losses during the year ended December 31, 2024 due to claim denials and curtailments associated with these insured or guaranteed loans.

*(b)*Excludes $108 of residential mortgage loans measured at fair value at December 31, 2024, including $1 of 30-89 days past due loans, $1 of 90 days or more past due loans and $2 of nonperforming loans.

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The following tables summarize the Bancorp’s gross charge-offs within the residential mortgage and consumer portfolio segments, by class and vintage during the years ended December 31:


2025 ($ in millions)	Term Loans by Origination Year							Revolving Loans	Revolving Loans Converted to Term Loans
2025	2024		2023	2022	2021	Prior	Total
Residential mortgage loans	$	—	—	—	—	—	1	—	—	1
Consumer loans:
Home equity	—		—	—	—	—	—	7	—	7
Indirect secured consumer loans	10		28	38	43	16	9	—	—	144
Credit card	—		—	—	—	—	—	83	—	83
Solar energy installation loans	1		12	48	24	—	1	—	—	86
Other consumer loans	1		4	15	22	7	10	36	2	97
Total residential mortgage and consumer loans	$	12	44	101	89	23	21	126	2	418


2024 ($ in millions)	Term Loans by Origination Year							Revolving Loans	Revolving Loans Converted to Term Loans
2024	2023		2022	2021	2020	Prior	Total
Residential mortgage loans	$	—	—	—	—	—	2	—	—	2
Consumer loans:
Home equity	—		—	—	—	—	1	5	—	6
Indirect secured consumer loans	7		35	53	25	9	10	—	—	139
Credit card	—		—	—	—	—	—	87	—	87
Solar energy installation loans	2		16	13	—	14	18	—	—	63
Other consumer loans	1		12	24	12	20	16	34	3	122
Total residential mortgage and consumer loans	$	10	63	90	37	43	47	126	3	419


2023 ($ in millions)	Term Loans by Origination Year							Revolving Loans	Revolving Loans Converted to Term Loans
2023	2022		2021	2020	2019	Prior	Total
Residential mortgage loans	$	—	—	—	—	—	4	—	—	4
Consumer loans:
Home equity	—		—	—	—	—	1	7	—	8
Indirect secured consumer loans	9		42	27	14	10	8	—	—	110
Credit card	—		—	—	—	—	—	82	—	82
Solar energy installation loans	8		16	1	—	—	2	—	—	27
Other consumer loans	7		37	14	12	7	8	34	2	121
Total residential mortgage and consumer loans	$	24	95	42	26	17	23	123	2	352

Collateral-Dependent Loans and Leases

The Bancorp considers a loan or lease to be collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. When a loan or lease is collateral-dependent, its fair value is generally based on the fair value less cost to sell of the underlying collateral.

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The following table presents the amortized cost basis of the Bancorp’s collateral-dependent loans and leases, by portfolio class, as of:


($ in millions)	December 31, 2025		December 31, 2024
Commercial loans and leases:
Commercial and industrial loans	$	322	325
Commercial mortgage owner-occupied loans	19		63
Commercial mortgage nonowner-occupied loans	5		4
Commercial construction loans	—		1
Commercial leases	—		2
Total commercial loans and leases	$	346	395
Residential mortgage loans	143		131
Consumer loans:
Home equity	70		66
Indirect secured consumer loans	35		30
Total consumer loans	$	105	96
Total portfolio loans and leases	$	594	622

Nonperforming Assets

Nonperforming assets include nonaccrual loans and leases for which ultimate collectability of the full amount of the principal and/or interest is uncertain and certain other assets, including OREO and other repossessed property.

The following table presents the amortized cost basis of the Bancorp’s nonaccrual loans and leases, by class, and OREO and other repossessed property, as of:


	December 31, 2025				December 31, 2024
($ in millions)	With an ALLL		No Related ALLL	Total	With an ALLL	No Related ALLL	Total
Commercial loans and leases:
Commercial and industrial loans	$	350	43	393	265	109	374
Commercial mortgage owner-occupied loans	16		13	29	52	23	75
Commercial mortgage nonowner-occupied loans	5		—	5	—	4	4
Commercial construction loans	—		—	—	—	1	1
Commercial leases	—		—	—	2	—	2
Total nonaccrual portfolio commercial loans and leases	$	371	56	427	319	137	456
Residential mortgage loans	69		80	149	57	80	137
Consumer loans:
Home equity	23		48	71	21	49	70
Indirect secured consumer loans	52		9	61	48	7	55
Credit card	29		—	29	32	—	32
Solar energy installation loans	22		—	22	64	—	64
Other consumer loans	8		—	8	9	—	9
Total nonaccrual portfolio consumer loans	$	134	57	191	174	56	230
Total nonaccrual portfolio loans and leases(a)(b)	$	574	193	767	550	273	823
OREO and other repossessed property	—		30	30	—	30	30
Total nonperforming portfolio assets(a)(b)	$	574	223	797	550	303	853

*(a)*Excludes $70 and $7 of nonaccrual loans held for sale as of December 31, 2025 and 2024, respectively.

*(b)*Includes $21 and $18 of nonaccrual government-insured commercial loans whose repayments are insured by the SBA as of December 31, 2025 and 2024, respectively.

The Bancorp recognized an immaterial amount of interest income on nonaccrual loans and leases for both the years ended December 31, 2025 and 2024.

The Bancorp’s amortized cost basis of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction was $110 million and $94 million as of December 31, 2025 and 2024, respectively.

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Modifications to Borrowers Experiencing Financial Difficulty

In the course of servicing its loans, the Bancorp works with borrowers who are experiencing financial difficulty to identify solutions that are mutually beneficial to both parties with the objective of mitigating the risk of losses on the loan. These efforts often result in modifications to the payment terms of the loan. The types of modifications offered to borrowers vary by type of loan and may include term extensions, interest rate reductions, payment delays (other than those that are insignificant) or combinations thereof. The Bancorp typically does not provide principal forgiveness except in circumstances where the loan has already been fully or partially charged off.

The Bancorp applies its expected credit loss models consistently to both modified and non-modified loans when estimating the ALLL. For loans which are modified for borrowers experiencing financial difficulty, there is generally not a significant change to the ALLL upon modification because the Bancorp’s ALLL estimation methodologies already consider those borrowers’ financial difficulties and the resulting effects of potential modifications when estimating expected credit losses.

Portfolio loans with an amortized cost basis of $717 million and $552 million were modified during the years ended December 31, 2025 and 2024, respectively, for borrowers experiencing financial difficulty, as further discussed in the following sections. These modifications for the years ended December 31, 2025 and 2024 represented 0.58% and 0.46%, respectively, of total portfolio loans and leases as of December 31, 2025 and 2024, respectively. These amounts excluded $51 million and $52 million for the years ended December 31, 2025 and 2024, respectively, of consumer and residential mortgage loans which have been granted a concession under provisions of the Federal Bankruptcy Act and are monitored separately from loans modified under the Bancorp’s loan modification programs. As of December 31, 2025 and 2024, the Bancorp had commitments of $69 million and $88 million, respectively, to lend additional funds to borrowers experiencing financial difficulty whose terms have been modified during the years ended December 31, 2025 and 2024, respectively.

Commercial portfolio segment

Commercial loan modifications are individually negotiated and may vary depending on the borrower’s financial situation, but the Bancorp most commonly utilizes term extensions for periods of three to twelve months. The Bancorp may also consider offering commercial borrowers interest rate reductions or payment delays, which may be combined with a term extension.

The following tables present the amortized cost basis as of December 31, 2025 and 2024 of the Bancorp’s commercial portfolio loans that were modified for borrowers experiencing financial difficulty, by portfolio class and type of modification, during the years ended:


December 31, 2025 ($ in millions)	Term Extension		Term Extension and Payment Delay	Payment Delay	Other	Total	% of Total Class
Commercial and industrial loans	$	267	2	61	1	331	0.63
Commercial mortgage owner-occupied loans	84		—	1	—	85	1.38
Commercial mortgage nonowner-occupied loans	82		—	—	3	85	1.40
Commercial construction loans	45		44	—	—	89	1.67
Total commercial portfolio loans	$	478	46	62	4	590	0.84


December 31, 2024 ($ in millions)	Term Extension		Term Extension and Payment Delay	Payment Delay	Other	Total	% of Total Class
Commercial and industrial loans	$	155	19	57	1	232	0.44
Commercial mortgage owner-occupied loans	46		14	1	—	61	1.01
Commercial mortgage nonowner-occupied loans	72		—	—	—	72	1.16
Commercial construction loans	58		—	—	1	59	1.06
Total commercial portfolio loans	$	331	33	58	2	424	0.60

Residential mortgage portfolio segment

The Bancorp has established residential mortgage loan modification programs which define the type of modifications available as well as the eligibility criteria for borrowers. The designs of the Bancorp’s modification programs for residential mortgage loans are similar to those utilized by the various GSEs. The Bancorp may offer a term extension for up to 480 months from the modification date, combined with a change in interest rate to a fixed rate (which may be an increase or decrease from the rate in the original loan). As part of these modifications, the Bancorp may capitalize delinquent amounts due at the time of the modification into the principal balance of the loan when determining its modified payment structure. For loans where the modification results in a new monthly payment amount, borrowers may be required to complete a trial period before the loan is permanently modified. The Bancorp also offers payment delay modifications to qualified borrowers which allow either the delay of repayment for delinquent amounts due until maturity or capitalization of delinquent amounts due into the principal balance of the loan. The number of monthly payments delayed varies by borrower but is most commonly within a range of six to twelve months.

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The following table presents the amortized cost basis as of December 31, 2025 and 2024 of the Bancorp’s residential mortgage portfolio loans that were modified for borrowers experiencing financial difficulty, by type of modification, during the years ended:


	December 31, 2025			December 31, 2024
($ in millions)	Total		% of Total Class	Total		% of Total Class

Payment delay	$	2	0.01	$	5	0.03
Term extension and payment delay	69		0.39	72		0.41

Term extension, interest rate reduction and payment delay	18		0.10	12		0.07
Total residential mortgage portfolio loans	$	89	0.50	$	89	0.51

The Bancorp had $22 million and $5 million of trial modifications to residential mortgage loans outstanding as of December 31, 2025 and 2024, respectively, which are excluded from the completed modification activity in the table above. These trial modifications will be reported as completed modifications once the borrower satisfies the applicable contingencies in the modification agreement and the loan is contractually modified to make the modified terms permanent.

Consumer portfolio segment

The Bancorp’s modification programs for consumer loans vary based on type of loan. The most common modification program for home equity is a term extension for up to 360 months combined with a delay in repayment of delinquent amounts due until maturity, which is typically combined with an interest rate reduction. Modification programs for credit card typically involve an interest rate reduction and an increase to the minimum monthly payment in order to repay a larger portion of outstanding balances. Modifications for indirect secured consumer loans, solar energy installation loans and other consumer loans are less commonly utilized as part of the Bancorp’s loss mitigation activities and programs vary by specific product type.

The following tables present the amortized cost basis as of December 31, 2025 and 2024 of the Bancorp’s consumer portfolio loans that were modified for borrowers experiencing financial difficulty, by portfolio class and type of modification, during the years ended:


December 31, 2025 ($ in millions)	Interest Rate Reduction		Payment Delay	Term Extension and Payment Delay	Term Extension, Interest Rate Reduction and Payment Delay	Total	% of Total Class
Home equity	$	2	—	1	12	15	0.31
Credit card	17		—	—	—	17	0.97
Solar energy installation loans	—		2	—	—	2	0.04
Other consumer loans	—		4	—	—	4	0.17
Total consumer portfolio loans	$	19	6	1	12	38	0.12


December 31, 2024 ($ in millions)	Interest Rate Reduction		Payment Delay	Term Extension and Payment Delay	Term Extension, Interest Rate Reduction and Payment Delay	Total	% of Total Class
Home equity	$	4	—	2	9	15	0.36
Credit card	20		—	—	—	20	1.15
Solar energy installation loans	—		1	—	—	1	0.02
Other consumer loans	—		3	—	—	3	0.12
Total consumer portfolio loans	$	24	4	2	9	39	0.13

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Financial effects of loan modifications

The following table presents the financial effects of the Bancorp’s significant types of portfolio loan modifications to borrowers experiencing financial difficulty, by portfolio class for the years ended December 31:


	Financial Effects	2025	2024
Commercial loans:
Commercial and industrial loans	Weighted-average length of term extensions	9 months	9 months
	Weighted-average length of payment delay	19 months	15 months
Commercial mortgage owner- occupied loans	Weighted-average length of term extensions	7 months	10 months
	Weighted-average length of payment delay	6 months	15 months
Commercial mortgage nonowner- occupied loans	Weighted-average length of term extensions	37 months	20 months
Commercial construction loans	Weighted-average length of term extensions	23 months	12 months
	Weighted-average length of payment delay	6 months	N/A
Residential mortgage loans	Weighted-average length of term extensions	9.8 years	10.4 years
	Weighted-average interest rate reduction	From 7.3% to 6.9%	From 7.5% to 6.8%
	Approximate amount of payment delays as a percentage of the related loan balances	11%	13%
Consumer loans:
Home equity	Weighted-average length of term extensions	21.3 years	22.8 years
	Weighted-average interest rate reduction	From 8.5% to 6.9%	From 9.2% to 7.2%
	Approximate amount of payment delays as a percentage of the related loan balances	6%	5%

Credit card	Weighted-average interest rate reduction	From 23.0% to 4.0%	From 23.9% to 4.1%

Credit quality of modified loans

The Bancorp closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following tables present the amortized cost basis as of December 31, 2025 and 2024 for the Bancorp’s portfolio loans that were modified during the years ended December 31, 2025 and 2024, respectively, for borrowers experiencing financial difficulty, by age and portfolio class:


December 31, 2025 ($ in millions)			Past Due
Current	30-89 Days		90 Days or More	Total
Commercial loans:
Commercial and industrial loans	$	263	1	67	331
Commercial mortgage owner-occupied loans	85		—	—	85
Commercial mortgage nonowner-occupied loans	85		—	—	85
Commercial construction loans	89		—	—	89
Residential mortgage loans	53		20	16	89
Consumer loans:
Home equity	13		2	—	15

Credit card(a)	13		2	2	17
Solar energy installation loans	2		—	—	2
Other consumer loans	4		—	—	4
Total portfolio loans	$	607	25	85	717

*(a)*Credit card loans continue to be reported as delinquent after modification as they are not returned to current status until the borrower demonstrates a willingness and ability to repay the loan according to its modified terms.

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December 31, 2024 ($ in millions)			Past Due
Current	30-89 Days		90 Days or More	Total
Commercial loans:
Commercial and industrial loans	$	182	22	28	232
Commercial mortgage owner-occupied loans	61		—	—	61
Commercial mortgage nonowner-occupied loans	72		—	—	72
Commercial construction loans	59		—	—	59
Residential mortgage loans	56		15	18	89
Consumer loans:
Home equity	13		1	1	15

Credit card(a)	15		3	2	20
Solar energy installation loans	1		—	—	1
Other consumer loans	3		—	—	3
Total portfolio loans	$	462	41	49	552

The Bancorp considers modifications to borrowers experiencing financial difficulty that subsequently become 90 days or more past due under the modified terms as subsequently defaulted. The following tables present the amortized cost basis as of December 31, 2025 and 2024 of the modifications for borrowers experiencing financial difficulty that subsequently defaulted during the years ended December 31, 2025 and 2024, respectively, and were within twelve months of the modification date:


December 31, 2025 ($ in millions)	Term Extension		Interest Rate Reduction	Payment Delay	Term Extension and Interest Rate Reduction	Term Extension and Payment Delay	Term Extension, Interest Rate Reduction and Payment Delay	Total
Commercial loans:
Commercial and industrial loans	$	4	1	27	—	1	—	33



Residential mortgage loans	—		—	—	—	30	11	41
Consumer loans:
Home equity	—		1	—	—	—	1	2

Credit card	—		7	—	—	—	—	7


Total portfolio loans	$	4	9	27	—	31	12	83


December 31, 2024 ($ in millions)	Term Extension		Interest Rate Reduction	Payment Delay	Term Extension and Interest Rate Reduction	Term Extension and Payment Delay	Term Extension, Interest Rate Reduction and Payment Delay	Total
Commercial loans:
Commercial and industrial loans	$	14	—	13	1	8	—	36



Residential mortgage loans	—		—	3	—	29	6	38
Consumer loans:
Home equity	—		1	—	—	1	1	3

Credit card	—		9	—	—	—	—	9


Total portfolio loans	$	14	10	16	1	38	7	86

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7. Bank Premises and Equipment

The following table provides a summary of bank premises and equipment as of December 31:


($ in millions)	Estimated Useful Life			2025		2024
Equipment	1	-	20 years	$	3,048	2,769
Buildings	1	-	30 years	1,834		1,784
Leasehold improvements	1	-	30 years	921		760
Land and improvements				626		623
Construction in progress				237		199
Bank premises and equipment held for sale:(a)
Land and improvements				8		10
Buildings				1		4
Accumulated depreciation and amortization				(3,941)		(3,674)
Total bank premises and equipment				$	2,734	2,475

*(a)*Included within the assets of General Corporate & Other in the Bancorp’s segment reporting.

Depreciation and amortization expense related to bank premises and equipment, including amortization of finance lease ROU assets, was $340 million, $306 million and $292 million for the years ended December 31, 2025, 2024 and 2023, respectively.

8. Operating Lease Equipment

Operating lease equipment was $374 million and $319 million at December 31, 2025 and 2024, respectively, net of accumulated depreciation of $244 million and $333 million at December 31, 2025 and 2024, respectively. The Bancorp recorded lease income of $80 million, $100 million and $135 million relating to lease payments for operating leases in commercial banking revenue in the Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023, respectively. Depreciation expense related to operating lease equipment is recorded in other noninterest expense in the Consolidated Statements of Income and was $65 million, $81 million and $110 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Bancorp received payments of $80 million, $101 million and $140 million related to operating leases during the years ended December 31, 2025, 2024 and 2023, respectively.

The following table presents future lease payments receivable from operating leases for 2026 through 2030 and thereafter:


As of December 31, 2025 ($ in millions)	Undiscounted Cash Flows
2026	$	71
2027	55
2028	39
2029	31
2030	21
Thereafter	22
Total operating lease payments	$	239

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9. Lease Obligations - Lessee

The Bancorp leases certain banking centers, ATM sites, land for owned buildings and equipment. The Bancorp’s lease agreements typically do not contain any residual value guarantees or any material restrictive covenants.

The following table provides a summary of lease assets and lease liabilities as of December 31:


($ in millions)	Consolidated Balance Sheets Caption	2025		2024
Assets
Operating lease ROU assets	Other assets	$	629	526
Finance lease ROU assets	Bank premises and equipment	156		146
Total ROU assets(a)		$	785	672
Liabilities
Operating lease liabilities	Accrued taxes, interest and expenses	$	711	606
Finance lease liabilities	Long-term debt	174		161
Total lease liabilities		$	885	767

*(a)*Operating and finance lease ROU assets are recorded net of accumulated amortization of $378 and $75, respectively, as of December 31, 2025, and $328 and $54, respectively, as of December 31, 2024.

The following table presents the components of lease costs for the years ended December 31:


($ in millions)	Consolidated Statements of Income Caption	2025		2024	2023
Lease costs:
Amortization of ROU assets	Net occupancy and equipment expense	$	22	21	19
Interest on lease liabilities	Interest on long-term debt	6		6	5
Total finance lease costs		$	28	27	24
Operating lease cost	Net occupancy expense	$	99	89	87
Short-term lease cost	Net occupancy expense	1		1	2
Variable lease cost	Net occupancy expense	26		30	29
Sublease income	Net occupancy expense	(3)		(3)	(2)
Total operating lease costs		$	123	117	116
Total lease costs		$	151	144	140

The following table presents undiscounted cash flows for both operating leases and finance leases for 2026 through 2030 and thereafter as well as a reconciliation of the undiscounted cash flows to the total lease liabilities:


As of December 31, 2025 ($ in millions)	Operating Leases		Finance Leases	Total
2026	$	101	28	129
2027	95		28	123
2028	87		28	115
2029	78		17	95
2030	69		11	80
Thereafter	546		101	647
Total undiscounted cash flows	$	976	213	1,189
Less: Difference between undiscounted cash flows and discounted cash flows	265		39	304
Present value of lease liabilities	$	711	174	885

The following table presents the weighted-average remaining lease term and weighted-average discount rate as of December 31:


	2025		2024
Weighted-average remaining lease term (years):
Operating leases	12.84		11.57
Finance leases	11.25		12.66
Weighted-average discount rate:
Operating leases	4.45	%	4.08
Finance leases	3.78		3.80

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The following table presents information related to lease transactions for the years ended December 31:


($ in millions)	2025		2024	2023
Cash paid for amounts included in the measurement of lease liabilities:(a)
Operating cash flows from operating leases	$	97	95	91
Operating cash flows from finance leases	6		6	5
Financing cash flows from finance leases	19		18	16

Gains on sale-leaseback transactions	—		—	2

*(a)*The cash flows related to short-term and variable lease payments are not included in the amounts presented as they were not included in the measurement of lease liabilities.

10. Goodwill

Business combinations entered into by the Bancorp typically result in the recognition of goodwill. Acquisition activity includes acquisitions in the respective period in addition to purchase accounting adjustments related to previous acquisitions. During the first quarter of 2025, the Bancorp realigned its reporting structure and moved certain business banking customer relationships and relationship management personnel to the Consumer and Small Business Banking segment from the Commercial Banking segment, which are also reporting units. In conjunction with this realignment, the Bancorp reallocated a portion of its goodwill from Commercial Banking to Consumer and Small Business Banking using a relative fair value approach for the portions of the business which were transferred between reporting units.

The Bancorp completed its annual goodwill impairment test as of October 1, 2025 by performing a qualitative assessment of goodwill at the reporting unit level to determine whether any indicators of impairment existed. In performing this qualitative assessment, the Bancorp evaluated events and circumstances since the last impairment analysis, macroeconomic conditions, banking industry and market conditions and key financial metrics of the Bancorp as well as reporting unit and overall Bancorp financial performance. After assessing the totality of the events and circumstances, the Bancorp determined that it was not more likely than not that the fair values of the Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management reporting units were less than their respective carrying amounts and, therefore, the quantitative goodwill impairment test was deemed unnecessary.

Changes in the net carrying amount of goodwill, by reporting unit, for the years ended December 31, 2025 and 2024 were as follows:


($ in millions)	Commercial Banking		Consumer and Small Business Banking	Wealth and Asset Management	General Corporate and Other	Total
Goodwill	$	3,074	2,584	226	—	5,884
Accumulated impairment losses	(750)		(215)	—	—	(965)
Net carrying value as of December 31, 2023	2,324		2,369	226	—	4,919

Sale of business	—		—	(1)	—	(1)
Net carrying value as of December 31, 2024	2,324		2,369	225	—	4,918
Acquisition activity	29		—	—	—	29
Reallocation of goodwill	(73)		73	—	—	—

Net carrying value as of December 31, 2025	$	2,280	2,442	225	—	4,947

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11. Intangible Assets

Intangible assets consist of core deposit intangibles, developed technology, customer relationships, and other intangible assets which include trade names, backlog, and non-compete agreements. Intangible assets are amortized on either a straight-line or an accelerated basis over their estimated useful lives and the amortization expense is typically recorded in other noninterest expense in the Consolidated Statements of Income.

The details of the Bancorp’s intangible assets are shown in the following table:


($ in millions)	Gross Carrying Amount		Accumulated Amortization	Net Carrying Amount
As of December 31, 2025
Core deposit intangibles	$	206	(203)	3
Developed technology	114		(67)	47
Customer relationships	28		(12)	16
Other	13		(10)	3
Total intangible assets	$	361	(292)	69
As of December 31, 2024
Core deposit intangibles	$	206	(196)	10
Developed technology	106		(50)	56
Customer relationships	28		(9)	19
Other	13		(8)	5
Total intangible assets	$	353	(263)	90

As of December 31, 2025, all of the Bancorp’s intangible assets were being amortized. Amortization expense recognized on intangible assets was $29 million, $35 million and $43 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Bancorp’s projections of amortization expense shown in the following table are based on existing asset balances as of December 31, 2025. Future amortization expense may vary from these projections. Estimated amortization expense for 2026 through 2030 is as follows:


($ in millions)	Total
2026	$	24
2027	16
2028	11
2029	8
2030	2

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12. Variable Interest Entities

The Bancorp, in the normal course of business, engages in a variety of activities that involve VIEs, which are legal entities that lack sufficient equity at risk to finance their activities without additional subordinated financial support or the equity investors of the entities as a group lack any of the characteristics of a controlling interest. The Bancorp evaluates its interest in certain entities to determine if these entities meet the definition of a VIE and whether the Bancorp is the primary beneficiary and should consolidate the entity based on the variable interests it held both at inception and when there is a change in circumstances that requires a reconsideration. If the Bancorp is determined to be the primary beneficiary of a VIE, it must account for the VIE as a consolidated subsidiary. If the Bancorp is determined not to be the primary beneficiary of a VIE but holds a variable interest in the entity, such variable interests are accounted for under the equity method of accounting or other accounting standards as appropriate.

Consolidated VIEs

The Bancorp has consolidated VIEs related to an automobile loan securitization and a solar loan securitization where it has determined that it is the primary beneficiary. The following table provides a summary of assets and liabilities recorded on the Consolidated Balance Sheets for these consolidated VIEs as of:


($ in millions)	December 31, 2025		December 31, 2024
Assets:
Other short-term investments	$	38	51
Indirect secured consumer loans	526		967
Solar energy installation loans	28		33
ALLL	(9)		(19)
Other assets	3		5
Total assets	$	586	1,037
Liabilities:
Other liabilities	$	11	12
Long-term debt	473		889
Total liabilities	$	484	901

The Bancorp previously completed a securitization transaction in which the Bancorp transferred certain consumer automobile loans to a bankruptcy remote trust which was deemed to be a VIE. Additionally, as a result of a previous business acquisition, the Bancorp acquired interests in a completed securitization transaction in which solar energy installation loans were transferred to a bankruptcy remote trust which was deemed to be a VIE.

In each of these securitization transactions, the primary purposes of the VIEs were to issue asset-backed securities with varying levels of credit subordination and payment priority, as well as residual interests, and to provide access to liquidity for originated loans. The Bancorp retained residual interests in the VIEs and, therefore, has an obligation to absorb losses and a right to receive benefits from the VIEs that could potentially be significant to the VIEs. In addition, the Bancorp retained servicing rights for the underlying loans and, therefore, holds the power to direct the activities of the VIEs that most significantly impact the economic performance of the VIEs. As a result, the Bancorp concluded that it is the primary beneficiary of the VIEs and has consolidated these VIEs. The assets of the VIEs are restricted to the settlement of the asset-backed securities and other obligations of the VIEs. The third-party holders of the asset-backed notes do not have recourse to the general assets of the Bancorp.

The economic performance of the VIEs is most significantly impacted by the performance of the underlying loans. The principal risks to which the VIEs are exposed include credit risk and prepayment risk. The credit and prepayment risks are managed through credit enhancements in the form of reserve accounts, over-collateralization, excess interest on the loans and the subordination of certain classes of asset-backed securities to other classes.

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Non-consolidated VIEs

The following tables provide a summary of assets and liabilities carried on the Consolidated Balance Sheets related to non-consolidated VIEs for which the Bancorp holds an interest, but is not the primary beneficiary of the VIE, as well as the Bancorp’s maximum exposure to losses associated with its interests in the entities as of:


December 31, 2025 ($ in millions)	Total Assets		Total Liabilities	Maximum Exposure
CDC investments	$	2,293	714	2,345
Private equity investments	330		—	640
Loans provided to VIEs	4,340		—	7,738
Lease pool entities	20		—	20
Solar loan securitizations	7		—	7

December 31, 2024 ($ in millions)	Total Assets		Total Liabilities	Maximum Exposure
CDC investments	$	2,179	741	2,224
Private equity investments	268		—	487
Loans provided to VIEs	4,711		—	7,529
Lease pool entities	30		—	30
Solar loan securitizations	8		—	8

CDC investments

CDC invests in projects to create affordable housing and revitalize business and residential areas. CDC generally co-invests with other unrelated companies and/or individuals and typically makes investments in a separate legal entity that owns the property under development. The entities are usually formed as limited partnerships and LLCs and CDC typically invests as a limited partner/investor member in the form of equity contributions. The economic performance of the VIEs is driven by the performance of their underlying investment projects as well as the VIEs’ ability to operate in compliance with the rules and regulations necessary for the qualification of tax credits generated by equity investments. The Bancorp has determined that it is not the primary beneficiary of these VIEs because it lacks the power to direct the activities that most significantly impact the economic performance of the underlying project or the VIEs’ ability to operate in compliance with the rules and regulations necessary for the qualification of tax credits generated by equity investments. This power is held by the managing members who exercise full and exclusive control of the operations of the VIEs. For information regarding the Bancorp’s accounting for these investments, refer to Note 1.

The Bancorp’s funding requirements are limited to its invested capital and any additional unfunded commitments for future equity contributions. The Bancorp’s maximum exposure to loss as a result of its involvement with the VIEs is limited to the carrying amounts of the investments, including the unfunded commitments. The carrying amounts of these investments, which are included in other assets in the Consolidated Balance Sheets, and the liabilities related to the unfunded commitments, which are included in other liabilities in the Consolidated Balance Sheets, are included in the previous tables for all periods presented. Certain CDC investments include undrawn liquidity and lending commitments which are included in the maximum exposure amount but not included in the Consolidated Balance Sheets. The Bancorp has no other liquidity arrangements or obligations to purchase assets of the VIEs that would expose the Bancorp to a loss. In certain arrangements, the general partner/managing member of the VIE has guaranteed a level of projected tax credits to be received by the limited partners/investor members, thereby minimizing a portion of the Bancorp’s risk.

The Bancorp utilizes the proportional amortization method to account for its qualifying investments in projects that are related to certain income tax credit programs. Effective with the adoption of ASU 2023-02 on January 1, 2024, these tax credit programs include the LIHTC program established under Section 42 of the IRC, the New Markets Tax Credit program established under Section 45D of the IRC and the Rehabilitation Investment Tax Credit program established under Section 47 of the IRC. Prior to the adoption of ASU 2023-02 on January 1, 2024, the Bancorp utilized the proportional amortization method for its LIHTC investments but other tax credit program investments were accounted for under the equity method.

At December 31, 2025 and 2024, the Bancorp’s CDC investments included $2.1 billion and $2.0 billion, respectively, of tax credit program investments for which the Bancorp elected the proportional amortization method. The unfunded commitments related to these investments were $714 million and $741 million at December 31, 2025 and 2024, respectively. The unfunded commitments as of December 31, 2025 are expected to be funded from 2026 to 2042.

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The following table summarizes the impacts to the Consolidated Statements of Income related to the Bancorp’s tax credit program investments for the years ended December 31:


($ in millions)	Consolidated Statements of Income Caption(a)	2025		2024	2023
Proportional amortization	Applicable income tax expense	$	220	200	200
Tax credits and other benefits(b)(c)	Applicable income tax expense	(265)		(248)	(230)
Changes in carrying amounts of equity method investments(c)	Other noninterest expense	9		8	—

*(a)*The Bancorp did not recognize impairment losses resulting from the forfeiture or ineligibility of tax credits or other circumstances during the years ended December 31, 2025, 2024 and 2023.

*(b)*The related cash flows are classified as operating activities in the Consolidated Statements of Cash Flows primarily in net change in other assets.

*(c)*Includes amounts for tax credit program investments which were accounted for under the equity method as they did not meet the qualification criteria for the proportional amortization method, effective with the adoption of ASU 2023-02.

Private equity investments

The Bancorp invests as a limited partner in private equity investment funds which provide the Bancorp an opportunity to obtain higher rates of return on invested capital, while also providing strategic opportunities in certain cases. Each of the limited partnerships has an unrelated third-party general partner responsible for appointing the fund manager. The Bancorp has not been appointed fund manager for any of these private equity investments. The funds finance primarily all of their activities from the partners’ capital contributions and investment returns. The Bancorp has determined that it is not the primary beneficiary of the funds because it does not have the obligation to absorb the funds’ expected losses or the right to receive the funds’ expected residual returns that could potentially be significant to the funds and lacks the power to direct the activities that most significantly impact the economic performance of the funds. The Bancorp, as a limited partner, does not have substantive participating or substantive kick-out rights over the general partner. Therefore, the Bancorp accounts for its investments in these limited partnerships under the equity method of accounting.

The Bancorp is exposed to losses arising from the negative performance of the underlying investments in the private equity investment funds. As a limited partner, the Bancorp’s maximum exposure to loss is limited to the carrying amounts of the investments plus unfunded commitments. The carrying amounts of these investments, which are included in other assets in the Consolidated Balance Sheets, are presented in previous tables. Also, at December 31, 2025 and 2024, the Bancorp’s unfunded commitment amounts to the private equity funds were $310 million and $219 million, respectively. As part of previous commitments, the Bancorp made capital contributions to private equity investments of $63 million and $49 million during the years ended December 31, 2025 and 2024, respectively.

Loans provided to VIEs

The Bancorp has provided funding to certain unconsolidated VIEs sponsored by third parties. These VIEs are generally established to finance certain consumer and business loans originated by third parties. The entities are primarily funded through the issuance of a loan from the Bancorp or a syndication through which the Bancorp is involved. The sponsor/administrator of the entities is responsible for servicing the underlying assets in the VIEs. Because the sponsor/administrator, not the Bancorp, holds the servicing responsibilities, which include the establishment and employment of default mitigation policies and procedures, the Bancorp does not hold the power to direct the activities that most significantly impact the economic performance of the entity and, therefore, is not the primary beneficiary.

The principal risk to which these entities are exposed is credit risk related to the underlying assets. The Bancorp’s maximum exposure to loss is equal to the carrying amounts of the loans and unfunded commitments to the VIEs. The Bancorp’s outstanding loans to these VIEs are included in commercial loans in Note 5. As of December 31, 2025 and 2024, the Bancorp’s unfunded commitments to these entities were $3.4 billion and $2.8 billion, respectively. The loans and unfunded commitments to these VIEs are included in the Bancorp’s overall analysis of the ALLL and reserve for unfunded commitments, respectively. The Bancorp does not provide any implicit or explicit liquidity guarantees or principal value guarantees to these VIEs.

Lease pool entities

The Bancorp is a co-investor with other unrelated leasing companies in three LLCs designed for the purpose of purchasing pools of residual interests in leases which have been originated or purchased by the other investing member. For each LLC, the leasing company is the managing member and has full authority over the day-to-day operations of the entity. While the Bancorp holds more than 50% of the equity interests in each LLC, the operating agreements require both members to consent to significant corporate actions, such as liquidating the entity or removing the manager. In addition, the Bancorp has a preference with regard to distributions such that all of the Bancorp’s equity contribution for each pool must be distributed, plus a pre-defined rate of return, before the other member may receive distributions. The leasing company is also entitled to the return of its investment plus a pre-defined rate of return before any residual profits are distributed to the members.

The lease pool entities are primarily subject to risk of losses on the lease residuals purchased. The Bancorp’s maximum exposure to loss is equal to the carrying amount of the investments. The Bancorp has determined that it is not the primary beneficiary of these VIEs because it does not have the power to direct the activities that most significantly impact the economic performance of the entities. This power is held by the leasing company who, as managing member, controls the servicing of the leases and collection of the proceeds on the residual interests.

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Solar loan securitizations

As a result of a previous business acquisition, the Bancorp acquired interests in completed securitization transactions in which solar energy installation loans were transferred to bankruptcy remote trusts which were deemed to be VIEs. In each of these securitization transactions, the primary purposes of the VIEs were to issue asset-backed securities with varying levels of credit subordination and payment priority, as well as residual interests, and to provide access to liquidity for originated loans. The Bancorp retained certain risk retention interests in the classes of securities issued by the VIEs and retained servicing rights for the underlying loans. The Bancorp’s maximum exposure to loss is equal to the carrying amount of the investments. The Bancorp has determined that it is not the primary beneficiary of the VIEs because it does not have the obligation to absorb the VIEs expected losses or the right to receive the VIEs expected residual returns that could potentially be significant to the VIEs. The risk retention interests held by the Bancorp were included in available-for-sale debt and other securities in the Consolidated Balance Sheets.

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13. Sales of Receivables and Servicing Rights

Residential Mortgage Loan Sales

The Bancorp sold residential mortgage loans during the years ended December 31, 2025, 2024 and 2023. In those sales, the Bancorp obtained servicing responsibilities and provided certain standard representations and warranties; however, the investors have no recourse to the Bancorp’s other assets for failure of debtors to pay when due. The Bancorp receives servicing fees based on a percentage of the outstanding balance. The Bancorp identifies classes of servicing assets based on financial asset type and interest rates.

Information related to residential mortgage loan sales and the Bancorp’s mortgage banking activity, which is included in mortgage banking net revenue in the Consolidated Statements of Income, for the years ended December 31 is as follows:


($ in millions)	2025		2024	2023
Residential mortgage loan sales(a)	$	5,032	3,954	4,888

Origination fees and gains on loan sales	78		67	79
Gross mortgage servicing fees	292		309	319

*(a)*Represents the unpaid principal balance at the time of the sale.

Servicing Rights

The Bancorp measures all of its mortgage servicing rights at fair value with changes in fair value reported in mortgage banking net revenue in the Consolidated Statements of Income.

The following table presents changes in the servicing rights related to residential mortgage loans for the years ended December 31:


($ in millions)	2025		2024
Balance, beginning of period	$	1,704	1,737
Servicing rights originated	63		49

Servicing rights sold	—		(5)
Changes in fair value:
Due to changes in inputs or assumptions(a)	(12)		74
Other changes in fair value(b)	(157)		(151)
Balance, end of period	$	1,598	1,704

*(a)*Primarily reflects changes in prepayment speed and OAS assumptions which are updated based on market interest rates.

*(b)*Primarily reflects changes due to realized cash flows and the passage of time.

The Bancorp maintains a non-qualifying hedging strategy to manage a portion of the risk associated with changes in the value of the MSR portfolio which may include the use of investment securities or derivative instruments. Refer to Note 14 for additional information on derivative instruments used for this purpose.

The key economic assumptions used in measuring the servicing rights related to residential mortgage loans that continued to be held by the Bancorp at the date of sale, securitization or purchase resulting from transactions completed during the years ended December 31 were as follows:


	2025				2024
	Weighted- Average Life (in years)	Prepayment Speed (annual)		OAS (bps)	Weighted-Average Life (in years)	Prepayment Speed (annual)		OAS (bps)
Fixed-rate	6.5	12.4	%	556	6.6	12.7	%	488

At December 31, 2025 and 2024, the Bancorp serviced $87.8 billion and $94.2 billion, respectively, of residential mortgage loans for other investors. The value of MSRs that continue to be held by the Bancorp is subject to credit, prepayment and interest rate risks on the sold financial assets. The weighted-average coupon of the MSR portfolio was 3.86% and 3.79% at December 31, 2025 and 2024, respectively.

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At December 31, 2025, the sensitivity of the current fair value of residual cash flows to immediate 10%, 20% and 50% adverse changes in prepayment speed assumptions and immediate 10% and 20% adverse changes in OAS for servicing rights related to residential mortgage loans are as follows:


($ in millions)(a)	Fair Value		Weighted- Average Life (in years)	Prepayment Speed Assumption						OAS Assumption
	Impact of Adverse Change on Fair Value					OAS (bps)		Impact of Adverse Change on Fair Value
Rate	10%		20%	50%		10%		20%
Fixed-rate	$	1,595	7.9	7.2	%	$	(38)	(73)	(171)	441	$	(33)	(65)
Adjustable-rate	3		4.5	19.5		—		(1)	(2)	719	—		(1)

*(a)*The impact of the weighted-average default rate on the current fair value of residual cash flows for all scenarios is immaterial.

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on these variations in the assumptions typically cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. The Bancorp believes that variations of these levels are reasonably possible; however, there is the potential that adverse changes in key assumptions could be even greater. Also, in the previous table, the effect of a variation in a particular assumption on the fair value of the interests that continue to be held by the Bancorp is calculated without changing any other assumption; in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which might magnify or counteract these sensitivities.

14. Derivative Financial Instruments

The Bancorp maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce certain risks related to interest rate, prepayment and foreign currency volatility. Additionally, the Bancorp holds derivative instruments for the benefit of its commercial customers and for other business purposes. The Bancorp does not enter into unhedged speculative derivative positions.

The Bancorp’s interest rate risk management strategy involves modifying the repricing characteristics of certain financial instruments so that changes in interest rates do not adversely affect the Bancorp’s net interest margin and cash flows. Derivative instruments that the Bancorp may use as part of its interest rate risk management strategy include interest rate swaps, interest rate floors, interest rate caps, forward contracts, forward starting interest rate swaps, options, swaptions and TBA securities. Interest rate swap contracts are exchanges of interest payments, such as fixed-rate payments for floating-rate payments, based on a stated notional amount and maturity date. Interest rate floors protect against declining rates, while interest rate caps protect against rising interest rates. Forward contracts are contracts in which the buyer agrees to purchase, and the seller agrees to make delivery of, a specific financial instrument at a predetermined price or yield. Options provide the purchaser with the right, but not the obligation, to purchase or sell a contracted item during a specified period at an agreed upon price. Swaptions are financial instruments granting the owner the right, but not the obligation, to enter into or cancel a swap.

Prepayment volatility arises mostly from changes in fair value of the largely fixed-rate MSR portfolio, mortgage loans and mortgage-backed securities. The Bancorp may enter into various free-standing derivatives (principal-only swaps, interest rate swaptions, interest rate floors, mortgage options, TBA securities and interest rate swaps) to economically hedge prepayment volatility. Principal-only swaps are total return swaps based on changes in the value of the underlying mortgage principal-only trust. TBA securities are a forward purchase agreement for a mortgage-backed securities trade whereby the terms of the security are undefined at the time the trade is made.

Foreign currency volatility occurs as the Bancorp enters into certain loans denominated in foreign currencies. Derivative instruments that the Bancorp may use to economically hedge these foreign denominated loans include foreign exchange swaps and forward contracts.

The Bancorp also enters into derivative contracts (including foreign exchange contracts, commodity contracts and interest rate contracts) for the benefit of commercial customers and other business purposes. The Bancorp economically hedges significant exposures related to these free-standing derivatives by entering into offsetting third-party contracts with approved, reputable and independent counterparties with substantially matching terms and currencies. Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. The Bancorp’s exposure is limited to the replacement value of the contracts rather than the notional, principal or contract amounts. Credit risk is minimized through credit approvals, limits, counterparty collateral and monitoring procedures.

The Bancorp’s derivative contracts include certain contractual features in which either the Bancorp or the counterparties may be required to provide collateral, typically in the form of cash or securities, as initial margin and to offset changes in the fair value of the derivatives, including changes in the fair value due to credit risk, either of the Bancorp or the counterparty. In measuring the fair value of its derivative contracts, the Bancorp considers its own credit risk, taking into consideration collateral maintenance requirements of certain derivative counterparties and the duration of instruments with counterparties that do not require collateral maintenance.

As of December 31, 2025 and 2024, the balance of collateral held by the Bancorp for derivative assets was $576 million and $947 million, respectively. For derivative contracts cleared through certain central clearing parties whose rules treat variation margin payments as settlements of the derivative contract, the payments for variation margin of $270 million and $403 million as of December 31, 2025 and 2024, respectively, were applied to reduce the respective derivative contracts and were also not included in the total amount of collateral held. As of

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December 31, 2025 and 2024, the credit component negatively impacting the fair value of derivative assets associated with customer accommodation contracts was $6 million and $4 million, respectively.

As of December 31, 2025 and 2024, the balance of collateral posted by the Bancorp, as either initial margin or due to changes in fair value of the related derivative contracts, was $868 million and $1.1 billion, respectively. Additionally, as of December 31, 2025 and 2024, $415 million and $1.2 billion, respectively, of variation margin payments were applied to the respective derivative contracts to reduce the Bancorp’s derivative liabilities and were also not included in the total amount of collateral posted. Certain of the Bancorp’s derivative liabilities contain credit risk-related contingent features that could result in the requirement to post additional collateral upon the occurrence of specified events. As of December 31, 2025 and 2024, the fair value of the additional collateral that could be required to be posted as a result of the credit risk-related contingent features being triggered was immaterial to the Bancorp’s Consolidated Financial Statements. The posting of collateral has been determined to remove the need for further consideration of credit risk. As a result, the Bancorp determined that the impact of the Bancorp’s credit risk to the valuation of its derivative liabilities was immaterial to the Bancorp’s Consolidated Financial Statements.

The Bancorp holds certain derivative instruments that qualify for hedge accounting treatment and are designated as either fair value hedges or cash flow hedges. Derivative instruments that do not qualify for hedge accounting treatment, or for which hedge accounting is not established, are held as free-standing derivatives. All customer accommodation derivatives are held as free-standing derivatives.

For more information on the Bancorp’s accounting for derivative financial instruments, refer to Note 1.

The following tables reflect the notional amounts and fair values for all derivative instruments included in the Consolidated Balance Sheets as of:


			Fair Value
December 31, 2025 ($ in millions)	Notional Amount		Derivative Assets		Derivative Liabilities
Derivatives Designated as Qualifying Hedging Instruments:
Fair value hedges:
Interest rate swaps related to long-term debt	$	4,205	1		—
Total fair value hedges			1		—
Cash flow hedges:

Interest rate swaps related to C&I loans	6,850		5		—

Interest rate swaps related to commercial mortgage and commercial construction loans	4,000		2		—

Total cash flow hedges			7		—
Total derivatives designated as qualifying hedging instruments			8		—
Derivatives Not Designated as Qualifying Hedging Instruments:
Free-standing derivatives - risk management and other business purposes:
Interest rate contracts related to MSR portfolio	4,275		6		1
Forward contracts related to residential mortgage loans measured at fair value(a)	1,072		1		3
Swap associated with the sale of Visa, Inc. Class B Shares	2,678		—		124
Foreign exchange contracts	150		—		2



Other	82		—		—
Total free-standing derivatives - risk management and other business purposes			7		130
Free-standing derivatives - customer accommodation:
Interest rate contracts(b)	82,901		443		540
Interest rate lock commitments	317		5		—
Commodity contracts	16,945		746		738
TBA securities	31		—		—
Foreign exchange contracts	26,166		659		626
Total free-standing derivatives - customer accommodation			1,853		1,904
Total derivatives not designated as qualifying hedging instruments			1,860		2,034
Total			$	1,868	2,034

*(a)*Includes forward sale and forward purchase contracts which are utilized to manage market risk on residential mortgage loans held for sale and the related interest rate lock commitments in addition to certain portfolio residential mortgage loans measured at fair value.

*(b)*Derivative assets and liabilities are presented net of variation margin of $120 and $29, respectively.

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			Fair Value
December 31, 2024 ($ in millions)	Notional Amount		Derivative Assets		Derivative Liabilities
Derivatives Designated as Qualifying Hedging Instruments:
Fair value hedges:
Interest rate swaps related to long-term debt	$	4,955	1		12

Total fair value hedges			1		12
Cash flow hedges:

Interest rate swaps related to C&I loans	11,000		2		4
Interest rate swaps related to C&I loans - forward starting(a)	1,000		1		—

Interest rate swaps related to commercial mortgage and commercial construction loans - forward starting(a)	4,000		3		—
Total cash flow hedges			6		4
Total derivatives designated as qualifying hedging instruments			7		16
Derivatives Not Designated as Qualifying Hedging Instruments:
Free-standing derivatives - risk management and other business purposes:
Interest rate contracts related to MSR portfolio	3,135		4		4
Forward contracts related to residential mortgage loans measured at fair value(b)	881		8		—
Swap associated with the sale of Visa, Inc. Class B Shares	2,465		—		170
Foreign exchange contracts	104		2		—

Interest rate contracts for collateral management	1,000		1		—

Other	670		—		—
Total free-standing derivatives - risk management and other business purposes			15		174
Free-standing derivatives - customer accommodation:
Interest rate contracts(c)	87,928		708		924
Interest rate lock commitments	264		2		—
Commodity contracts	16,889		575		564
TBA securities	44		—		—
Foreign exchange contracts	38,640		1,165		1,120
Total free-standing derivatives - customer accommodation			2,450		2,608
Total derivatives not designated as qualifying hedging instruments			2,465		2,782
Total			$	2,472	2,798

*(a)*Forward starting swaps became effective in January and February 2025.

*(b)*Includes forward sale and forward purchase contracts which are utilized to manage market risk on residential mortgage loans held for sale and the related interest rate lock commitments in addition to certain portfolio residential mortgage loans measured at fair value.

*(c)*Derivative assets and liabilities are presented net of variation margin of $257 and $45, respectively.

Fair Value Hedges

The Bancorp may enter into interest rate swaps to convert its fixed-rate funding to floating-rate or to hedge the exposure to changes in fair value of a recognized asset attributable to changes in the benchmark interest rate. Decisions to enter into these interest rate swaps are made primarily through consideration of the asset/liability mix of the Bancorp, the desired asset/liability sensitivity and interest rate levels. As of December 31, 2025, certain interest rate swaps met the criteria required to qualify for the shortcut method of accounting that permits the assumption of perfect offset. For all designated fair value hedges of interest rate risk as of December 31, 2025 that were not accounted for under the shortcut method of accounting, the Bancorp performed an assessment of hedge effectiveness using regression analysis with changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability attributable to the hedged risk recorded in the same income statement line in current period net income.

The following table reflects the changes in fair value of interest rate contracts, designated as fair value hedges and the changes in fair value of the related hedged items attributable to the risk being hedged, as well as the line items in the Consolidated Statements of Income in which the corresponding gains or losses are recorded:


For the years ended December 31 ($ in millions)	Consolidated Statements of Income Caption	2025		2024	2023
Long-term debt:
Change in fair value of interest rate swaps hedging long-term debt	Interest on long-term debt	$	113	(66)	29
Change in fair value of hedged long-term debt attributable to the risk being hedged	Interest on long-term debt	(113)		65	(26)

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The following amounts were recorded in the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges as of December 31:


($ in millions)	Consolidated Balance Sheets Caption	2025		2024
Long-term debt:
Carrying amount of the hedged items	Long-term debt	$	4,204	4,838
Cumulative amount of fair value hedging adjustments included in the carrying amount of the hedged items	Long-term debt	10		(103)
Available-for-sale debt and other securities:


Cumulative amount of fair value hedging adjustments remaining for hedged items for which hedge accounting has been discontinued	Available-for-sale debt and other securities	(7)		(9)

Cash Flow Hedges

The Bancorp may enter into interest rate swaps to convert floating-rate assets and liabilities to fixed rates or to hedge certain forecasted transactions for the variability in cash flows attributable to the contractually specified interest rate. The assets or liabilities may be grouped in circumstances where they share the same risk exposure that the Bancorp desires to hedge. The Bancorp may also enter into interest rate caps and floors to limit cash flow variability of floating-rate assets and liabilities. As of December 31, 2025, all hedges designated as cash flow hedges were assessed for effectiveness using regression analysis. The entire change in the fair value of the interest rate swap included in the assessment of hedge effectiveness is recorded in AOCI and reclassified from AOCI to current period earnings when the hedged item affects earnings. As of December 31, 2025, the maximum length of time over which the Bancorp is hedging its exposure to the variability in future cash flows is 73 months.

Reclassified gains and losses on interest rate contracts related to commercial loans are recorded within interest income in the Consolidated Statements of Income. As of December 31, 2025 and 2024, respectively, $275 million and $654 million of net deferred losses, net of tax, on cash flow hedges were recorded in AOCI in the Consolidated Balance Sheets. As of December 31, 2025, $54 million in net unrealized losses, net of tax, recorded in AOCI are expected to be reclassified into earnings during the next 12 months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge designations or the addition of other hedges subsequent to December 31, 2025.

During both the years ended December 31, 2025 and 2024, there were no gains or losses reclassified from AOCI into earnings associated with the discontinuance of cash flow hedges because it was probable that the original forecasted transaction would no longer occur by the end of the originally specified time period or within the additional period of time as defined by U.S. GAAP.

The following table presents the pre-tax net gains (losses) recorded in the Consolidated Statements of Income and in the Consolidated Statements of Comprehensive Income relating to derivative instruments designated as cash flow hedges:


For the years ended December 31 ($ in millions)	2025		2024	2023
Amount of pre-tax net gains (losses) recognized in OCI	$	317	(724)	(171)
Amount of pre-tax net losses reclassified from OCI into net income	(181)		(351)	(334)

Free-Standing Derivative Instruments – Risk Management and Other Business Purposes

As part of its overall risk management strategy relative to its mortgage banking activity, the Bancorp may enter into various free-standing derivatives (principal-only swaps, interest rate swaptions, interest rate floors, mortgage options, TBA securities and interest rate swaps) to economically hedge changes in fair value of its largely fixed-rate MSR portfolio. Principal-only swaps hedge the spread between mortgage rates and benchmark rates because these swaps appreciate in value as a result of tightening spreads. Principal-only swaps also provide prepayment protection by increasing in value when prepayment speeds increase, as opposed to MSRs that lose value in a faster prepayment environment. Receive-fixed/pay-floating interest rate swaps and swaptions increase in value when interest rates do not increase as quickly as expected.

The Bancorp enters into forward contracts and mortgage options to economically hedge the changes in fair value of certain residential mortgage loans held for sale and certain residential mortgage portfolio loans measured at fair value which are due to changes in interest rates. These contracts generally settle within one year or less. IRLCs issued on residential mortgage loan commitments that will be held for sale are also considered free-standing derivative instruments and the interest rate exposure on these commitments is economically hedged primarily with forward contracts. Revaluation gains and losses from free-standing derivatives related to mortgage banking activity are recorded as a component of mortgage banking net revenue in the Consolidated Statements of Income.

In conjunction with the sale of Visa, Inc. Class B Shares in 2009, the Bancorp entered into a total return swap in which the Bancorp will make or receive payments based on subsequent changes in the conversion rate of the Class B Shares into Class A Shares. This total return swap is accounted for as a free-standing derivative. Refer to Note 28 for more information about significant inputs and assumptions used in the valuation of this instrument.

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The Bancorp entered into certain interest rate swap contracts for the purpose of managing its collateral positions across two central clearing parties. These interest rate swaps were perfectly offsetting positions that allowed the Bancorp to lower the cash posted as required initial margin at the clearing parties, which reduced its credit exposure to the clearing parties. Given that all relevant terms for these interest rate swaps are offsetting, these trades create no additional market risk for the Bancorp.

The net (losses) gains recorded in the Consolidated Statements of Income relating to free-standing derivative instruments used for risk management and other business purposes are summarized in the following table:


For the years ended December 31 ($ in millions)	Consolidated Statements of Income Caption	2025		2024	2023
Interest rate contracts:
Interest rate contracts related to MSR portfolio	Mortgage banking net revenue	$	26	(88)	(43)
Forward contracts related to residential mortgage loans measured at fair value	Mortgage banking net revenue	(22)		13	(7)
Interest-only strips	Other noninterest income	—		(1)	(3)
Foreign exchange contracts:
Foreign exchange contracts for risk management purposes	Other noninterest income	(4)		14	(3)
Equity contracts:
Swap associated with sale of Visa, Inc. Class B Shares	Other noninterest income	(45)		(138)	(94)

Free-Standing Derivative Instruments – Customer Accommodation

The majority of the free-standing derivative instruments the Bancorp enters into are for the benefit of its commercial customers. These derivative contracts are not designated against specific assets or liabilities on the Consolidated Balance Sheets or to forecasted transactions and, therefore, do not qualify for hedge accounting. These instruments include foreign exchange derivative contracts entered into for the benefit of commercial customers involved in international trade to hedge their exposure to foreign currency fluctuations, commodity contracts to hedge such items as natural gas and various other derivative contracts. The Bancorp may economically hedge significant exposures related to these derivative contracts entered into for the benefit of customers by entering into offsetting contracts with approved, reputable, independent counterparties with substantially matching terms. The Bancorp hedges its interest rate exposure on commercial customer transactions by executing offsetting swap agreements with primary dealers. Revaluation gains and losses on interest rate, foreign exchange, commodity and other commercial customer derivative contracts are recorded as a component of capital markets fees or other noninterest income in the Consolidated Statements of Income.

The Bancorp enters into risk participation agreements, under which the Bancorp assumes credit exposure relating to certain underlying interest rate derivative contracts. The Bancorp typically only enters into these risk participation agreements in instances in which the Bancorp has participated in the loan that the underlying interest rate derivative contract was designed to hedge. The Bancorp will make payments under these agreements if a customer defaults on its obligation to perform under the terms of the underlying interest rate derivative contract. The total notional amount of the risk participation agreements was $3.2 billion as of both December 31, 2025 and 2024, and the fair value was a liability of $4 million and $5 million as of December 31, 2025 and 2024, respectively, which is included in other liabilities in the Consolidated Balance Sheets. As of December 31, 2025, the risk participation agreements had a weighted-average remaining life of 2.0 years.

The Bancorp’s maximum exposure in the risk participation agreements is contingent on the fair value of the underlying interest rate derivative contracts in an asset position at the time of default. The Bancorp monitors the credit risk associated with the underlying customers in the risk participation agreements through the same risk rating system currently utilized for establishing loss reserves in its loan and lease portfolio.

Risk ratings of the notional amount of risk participation agreements under this risk rating system are summarized in the following table as of December 31:


($ in millions)	2025		2024
Pass	$	3,108	3,138
Special mention	—		9
Substandard	63		100
Total	$	3,171	3,247

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The net gains (losses) recorded in the Consolidated Statements of Income relating to free-standing derivative instruments used for customer accommodation are summarized in the following table:


For the years ended December 31 ($ in millions)	Consolidated Statements of Income Caption	2025		2024	2023
Interest rate contracts:
Interest rate contracts for customers (contract revenue)	Capital markets fees	$	31	29	35
Interest rate contracts for customers (credit portion of fair value adjustment)	Other noninterest expense	(3)		4	(2)
Interest rate lock commitments	Mortgage banking net revenue	62		41	52
Commodity contracts:
Commodity contracts for customers (contract revenue)	Capital markets fees	17		18	36

Commodity contracts for customers (credit portion of fair value adjustment)	Other noninterest expense	—		1	—
Foreign exchange contracts:
Foreign exchange contracts for customers (contract revenue)	Capital markets fees	75		74	89
Foreign exchange contracts for customers (contract revenue)	Other noninterest income	(31)		6	(14)
Foreign exchange contracts for customers (credit portion of fair value adjustment)	Other noninterest expense	—		—	4

Offsetting Derivative Financial Instruments

The Bancorp’s derivative transactions are generally governed by ISDA Master Agreements and similar arrangements, which include provisions governing the setoff of assets and liabilities between the parties. When the Bancorp has more than one outstanding derivative transaction with a single counterparty, the setoff provisions contained within these agreements generally allow the non-defaulting party the right to reduce its liability to the defaulting party by amounts eligible for setoff, including the collateral received as well as eligible offsetting transactions with that counterparty, irrespective of the currency, place of payment or booking office. The Bancorp’s policy is to present its derivative assets and derivative liabilities on the Consolidated Balance Sheets on a gross basis, even when provisions allowing for setoff are in place. However, for derivative contracts cleared through certain central clearing parties who have modified their rules to treat variation margin payments as settlements, the fair value of the respective derivative contracts is reported net of the variation margin payments.

Collateral amounts included in the tables below consist primarily of cash and highly rated government-backed securities and do not include variation margin payments for derivative contracts with legal rights of setoff for both periods shown.

The following table provides a summary of offsetting derivative financial instruments:


	Gross Amount Recognized in the Consolidated Balance Sheets(a)			Gross Amounts Not Offset in the Consolidated Balance Sheets
			Derivatives		Collateral(b)		Net Amount
As of December 31, 2025
Derivative assets	$	1,863		(959)		(261)		643
Derivative liabilities	2,034			(959)		(142)		933
As of December 31, 2024
Derivative assets	$	2,470		(1,378)		(573)		519
Derivative liabilities	2,798			(1,378)		(193)		1,227

*(a)*Amount does not include IRLCs because these instruments are not subject to master netting or similar arrangements.

*(b)*Amount of collateral received as an offset to asset positions or pledged as an offset to liability positions. Collateral values in excess of related derivative amounts recognized in the Consolidated Balance Sheets were excluded from this table.

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15. Other Assets

The following table provides the components of other assets included in the Consolidated Balance Sheets as of December 31:


($ in millions)	2025		2024
Partnership investments	$	2,743	2,520
Accounts receivable and drafts-in-process	2,496		2,381
Bank owned life insurance	2,171		2,135
Derivative instruments	1,868		2,472
Deferred tax assets	865		1,429
Accrued interest and fees receivable	742		796
Operating lease right-of-use assets	629		526
Prepaid expenses	166		142
Income tax receivable	163		174
OREO and other repossessed property	31		32
Other	237		250
Total other assets	$	12,111	12,857

16. Short-Term Borrowings

Borrowings with original maturities of one year or less are classified as short-term and include federal funds purchased and other short-term borrowings. Federal funds purchased are excess balances in reserve accounts held at the FRB that the Bancorp purchased from other member banks on an overnight basis. Other short-term borrowings may include FHLB advances, securities sold under repurchase agreements, derivative collateral and other borrowings with original maturities of one year or less.

The following table summarizes short-term borrowings and weighted-average rates:


	2025				2024
($ in millions)	Amount		Rate		Amount		Rate
As of December 31:
Federal funds purchased	$	226	3.61	%	$	204	4.30	%
Other short-term borrowings	700		2.87		4,450		4.39
Average for the years ended December 31:
Federal funds purchased	$	200	4.26	%	$	207	5.21	%
Other short-term borrowings	4,730		4.35		3,024		5.18
Maximum month-end balance for the years ended December 31:
Federal funds purchased	$	227			$	247
Other short-term borrowings	6,310				5,070

The following table presents a summary of the Bancorp’s other short-term borrowings as of December 31:


($ in millions)	2025		2024
FHLB advances	$	300	4,100
Securities sold under repurchase agreements	311		273
Derivative collateral	19		19
Other borrowed money	70		58
Total other short-term borrowings	$	700	4,450

The Bancorp’s securities sold under repurchase agreements are accounted for as secured borrowings and may be collateralized by securities included in available-for-sale debt and other securities or held-to-maturity securities in the Consolidated Balance Sheets. These securities are subject to changes in market value and, therefore, the Bancorp may increase or decrease the level of securities pledged as collateral based upon these movements in market value. As of both December 31, 2025 and 2024, all securities sold under repurchase agreements were secured by agency mortgage-backed securities and the repurchase agreements had an overnight remaining contractual maturity.

At both December 31, 2025 and 2024, the Bancorp’s other borrowed money primarily included obligations recognized by the Bancorp under ASC Topic 860 related to certain loans sold to GNMA and serviced by the Bancorp. Under ASC Topic 860, once the Bancorp has the unilateral right to repurchase the GNMA loans due to the borrower missing three consecutive payments, the Bancorp is considered to have regained effective control over the loan. As such, the Bancorp is required to recognize both the loan and the repurchase liability, regardless of the intent to repurchase the loans.

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17. Long-Term Debt

The following table is a summary of the Bancorp’s long-term borrowings at December 31:


($ in millions)	Maturity			Interest Rate			2025		2024
Parent Company
Senior:
Fixed-rate notes	2025			2.375%			$	—	750
Fixed-rate notes	2027			2.55%			749		748
Fixed-rate/floating-rate notes(c)	2027			1.707%			489		472
Fixed-rate notes	2028			3.95%			649		648
Fixed-rate/floating-rate notes(c)	2028			4.055%			396		387
Fixed-rate/floating-rate notes(c)	2028			6.361%			1,012		999
Fixed-rate/floating-rate notes(c)	2029			6.339%			1,247		1,246
Fixed-rate/floating-rate notes(c)	2030			4.772%			971		933
Fixed-rate/floating-rate notes(c)	2030			4.895%			747		747
Fixed-rate/floating-rate notes(c)	2032			5.631%			996		996
Fixed-rate/floating-rate notes(c)	2033			4.337%			567		544
Subordinated:(a)
Fixed-rate notes	2038			8.25%			1,063		1,051
Subsidiaries
Senior:
Fixed-rate notes	2025			3.95%			—		747
Fixed-rate notes	2027			2.25%			600		599
Fixed-rate/floating-rate notes(c)	2028			4.967%			699		—
Floating-rate notes(a)(b)	2028			4.753%			299		—
Subordinated:(a)
Fixed-rate notes	2026			3.85%			750		750

Junior subordinated:
Floating-rate debentures(a)(b)	2035			5.40%	-	5.67%	55		54
FHLB advances(d)	2026	-	2047	4.91%			1,505		1,508
Notes associated with consolidated VIEs:
Automobile loan securitization	2028	-	2031	5.52%	-	5.53%	425		816
Solar loan securitization, fixed-rate notes	2038			4.05%	-	7.00%	25		30
Other	2026	-	2052	Varies			345		312
Total							$	13,589	14,337

(a)In aggregate, $1.1 billion a**nd $1.3 billion qualifies as Tier 2 capital for regulatory capital purposes for the years ended December 31, 2025 and 2024, respectively.

*(b)*These rates reflect the floating rates as of December 31, 2025.

*(c)*This rate reflects the fixed rate in effect as of December 31, 2025.

*(d)*This rate reflects the weighted-average rate as of December 31, 2025.

The Bancorp pays down long-term debt in accordance with contractual terms over maturity periods summarized in the previous table. The aggregate annual maturities of long-term debt obligations (based on final maturity dates) as of December 31, 2025 are presented in the following table:


($ in millions)	Parent Company		Subsidiaries	Total
2026	$	—	2,261	2,261
2027	1,238		611	1,849
2028	2,057		1,364	3,421
2029	1,247		68	1,315
2030	1,718		68	1,786
Thereafter	2,626		331	2,957
Total	$	8,886	4,703	13,589

At December 31, 2025, the Bancorp’s long-term borrowings consisted of outstanding principal balances of $13.6 billion, net discounts of $11 million, debt issuance costs of $25 million and additions for mark-to-market adjustments on its hedged debt of $10 million. At December 31, 2024, the Bancorp’s long-term borrowings consisted of outstanding principal balances of $14.5 billion, net discounts of $13 million, debt issuance costs of $31 million and reductions for mark-to-market adjustments on its hedged debt of $103 million. The Bancorp was in compliance with all debt covenants at December 31, 2025 and 2024.

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For further information on a subsequent event related to long-term debt, refer to Note 33.

Parent Company Long-Term Borrowings

Senior notes

On March 14, 2018, the Bancorp issued and sold $650 million of senior notes to third-party investors. The senior notes bear a fixed-rate of interest of 3.95% per annum. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amounts of the notes is due upon maturity on March 14, 2028. These fixed-rate senior notes will be redeemable by the Bancorp, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

On May 5, 2020, the Bancorp issued and sold $750 million of 2.55% senior fixed-rate notes, with a maturity of seven years, due on May 5, 2027. The notes will be redeemable on or after April 5, 2027, in whole or in part, at any time and from time to time, at the Bancorp’s option at a redemption price equal to 100% of the aggregate principal amount of the senior fixed-rate notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. Additionally, the notes will be redeemable at the Bancorp’s option, in whole or in part, at any time or from time to time, on or after November 2, 2020, and prior to April 5, 2027, in each case at a redemption price, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, equal to the greater of: (a) 100% of the aggregate principal amount of the senior fixed-rate notes being redeemed on that redemption date; and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the senior fixed-rate notes being redeemed that would be due if the senior fixed-rate notes to be redeemed matured on April 5, 2027 (not including any portion of such payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 35 bps.

On November 1, 2021, the Bancorp issued and sold $500 million of fixed-rate/floating-rate senior notes which will mature on November 1, 2027. The senior notes bear a fixed rate of interest of 1.707% per annum to, but excluding, November 1, 2026. From, and including, November 1, 2026 until, but excluding, November 1, 2027, the senior notes will have an interest rate of compounded SOFR plus 0.685%. The Bancorp entered into an interest rate swap designated as a fair value hedge to convert the fixed-rate period of the notes to a floating rate of compounded SOFR plus 69 bps, and the Bancorp paid a rate of 4.68% at December 31, 2025. The notes will be redeemable in whole, but not in part, by the Bancorp on November 1, 2026, the date that is one year prior to the maturity date, at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. In addition, the notes will be redeemable, in whole or in part, by the Bancorp on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

On April 25, 2022, the Bancorp issued and sold $1 billion of fixed-rate/floating-rate senior notes. $400 million of the notes will bear interest at a rate of 4.055% per annum to, but excluding, April 25, 2027, followed by an interest rate of compounded SOFR plus 1.355% until maturity on April 25, 2028. The remaining $600 million of the notes will bear interest at a rate of 4.337% per annum to, but excluding, April 25, 2032, followed by an interest rate of compounded SOFR plus 1.660% until maturity on April 25, 2033. The Bancorp entered into interest rate swaps designated as fair value hedges to convert the fixed-rate periods of the notes to a floating rate of compounded SOFR plus 1.357% and a floating rate of compounded SOFR plus 1.666% for the notes due April 25, 2028 and the notes due April 25, 2033, respectively. The Bancorp paid rates on these swaps of 5.21% and 5.52%, respectively, at December 31, 2025. Each tranche of notes is redeemable in whole at par plus accrued and unpaid interest one year prior to its maturity date, or may be wholly or partially redeemed 30 days or 90 days prior to maturity for the 2028 notes and the 2033 notes, respectively.

On July 28, 2022, the Bancorp issued and sold $1 billion of fixed-rate/floating-rate senior notes which will mature on July 28, 2030. The senior notes bear interest at a rate of 4.772% per annum to, but excluding, July 28, 2029. From, and including July 28, 2029 until, but excluding July 28, 2030, the senior notes will bear interest at a rate of compounded SOFR plus 2.127%. The Bancorp entered into interest rate swaps designated as fair value hedges to convert the fixed-rate period of the notes to a floating rate of compounded SOFR plus 2.132%, and the Bancorp paid a rate of 5.95% at December 31, 2025. The senior notes are redeemable in whole at par plus accrued and unpaid interest one year prior to their maturity date, or may be wholly or partially redeemed 60 days prior to maturity.

On October 27, 2022, the Bancorp issued and sold $1 billion of fixed-rate/floating-rate senior notes which will mature on October 27, 2028. The senior notes will bear interest at a rate of 6.361% per annum to, but excluding, October 27, 2027. From, and including October 27, 2027 until, but excluding October 27, 2028, the senior notes will bear interest at a rate of compounded SOFR plus 2.192%. The Bancorp entered into an interest rate swap designated as a fair value hedge to convert the fixed-rate period of the notes to a floating rate of compounded SOFR plus 2.193%, and the Bancorp paid a rate of 6.02% at December 31, 2025. The senior notes are redeemable in whole at par plus accrued and unpaid interest one year prior to their maturity date, or may be wholly or partially redeemed on or after 30 days prior to maturity. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to October 27, 2027, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, or (b) the discounted present value of the remaining scheduled payments of principal and interest that would be due if the senior notes being redeemed matured on October 27, 2027.

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On July 27, 2023, the Bancorp issued and sold $1.25 billion of fixed-rate/floating-rate senior notes which will mature on July 27, 2029. The senior notes bear interest at a rate of 6.339% per annum to, but excluding, July 27, 2028. From, and including, July 27, 2028 until, but excluding, July 27, 2029, the senior notes will bear interest at a rate of compounded SOFR plus 2.340%. The senior notes are redeemable in whole at par plus accrued and unpaid interest one year prior to their maturity date, or may be wholly or partially redeemed on or after 30 days prior to maturity. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to July 27, 2028, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, or (b) the discounted present value of the remaining scheduled payments of principal and interest that would be due if the senior notes being redeemed matured on July 27, 2028.

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. The senior notes will bear interest at a rate of 5.631% per annum to, but excluding, January 29, 2031. From, and including, January 29, 2031 until, but excluding January 29, 2032, the senior notes will bear interest at a rate of compounded SOFR plus 1.840%. The senior notes are redeemable in whole one year prior to their maturity date, or in whole or in part beginning 60 days prior to maturity, at par plus accrued and unpaid interest. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to January 29, 2031, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, plus accrued and unpaid interest, or (b) the present value of the remaining scheduled payments of principal and interest.

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 to, but excluding, September 6, 2029. From, and including, September 6, 2029 until, but excluding, September 6, 2030, the senior notes will bear interest at a rate of compounded SOFR plus 1.486%. The senior notes are redeemable in whole one year prior to their maturity date, or in whole or in part beginning 30 days prior to maturity, at par plus accrued and unpaid interest. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to September 6, 2029, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, plus accrued and unpaid interest, or (b) the present value of the remaining scheduled payments of principal and interest.

Subordinated debt

The Bancorp has entered into interest rate swaps to convert part of its subordinated fixed-rate notes due in 2038 to a floating rate. Of the $1.0 billion in 8.25% subordinated fixed-rate notes due in 2038, the Bancorp entered into an interest rate swap designated as a fair value hedge to convert $705 million of the notes to a floating rate of compounded SOFR plus 3.31%, and the Bancorp paid a rate of 7.49% on the hedged portion of these notes at December 31, 2025.

Subsidiary Long-Term Borrowings

Senior and subordinated debt

Medium-term senior notes and subordinated bank notes with maturities ranging from one year to 30 years can be issued by the Bancorp’s banking subsidiary. Under the Bancorp’s banking subsidiary’s global bank note program, the Bank’s capacity to issue its senior and subordinated unsecured bank notes is $25.0 billion. As of December 31, 2025, $20.2 billion was available for future issuance under the global bank note program.

On March 15, 2016, the Bank issued and sold, under its bank notes program, $750 million of 3.85% subordinated fixed-rate notes due on March 15, 2026. These bank notes will be redeemable by the Bank, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date. The notes were outstanding at December 31, 2025 and subsequently redeemed on February 13, 2026.

On January 31, 2020, the Bank issued and sold, under its bank notes program, $600 million of 2.25% senior fixed-rate notes due on February 1, 2027. The notes will be redeemable at the Bank’s option, in whole or in part, at any time or from time to time, on or after July 31, 2020, and prior to January 4, 2027, at a redemption price, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, equal to the greater of: (a) 100% of the aggregate principal amount of the notes being redeemed on that redemption date; and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed that would be due if the notes to be redeemed matured on January 4, 2027. Additionally, the notes will also be redeemable by the Bank, in whole or in part, on or after January 4, 2027, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption 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. The senior notes will bear interest at a rate of 4.967% per annum to, but excluding, January 28, 2027. From, and including, January 28, 2027, to, but excluding, the maturity date, the senior notes will bear interest at a rate of compounded SOFR plus 0.81%. The senior notes are redeemable at the Bank’s option, in whole, but not in part, one year prior to their maturity date, or in whole or in part beginning 30 days prior to maturity, at par plus accrued and unpaid interest. Additionally, the senior notes are redeemable at the Bank’s option, in whole or in part, beginning 180 days after the issue date and prior to January 28, 2027, at the greater of: (a) the aggregate principal

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amount of the senior notes being redeemed, plus accrued and unpaid interest, or (b) the sum of the present value of the remaining scheduled payments of principal and interest.

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. The senior notes will bear interest at a rate of compounded SOFR plus 0.81%. These senior notes are redeemable at the Bank’s option, in whole, but not in part, one year prior to their maturity date, or in whole or in part beginning 30 days prior to maturity, at par plus accrued and unpaid interest.

Junior subordinated debt

The junior subordinated floating-rate debentures due in 2035 were assumed by the Bancorp’s direct nonbank subsidiary holding company as part of the acquisition of First Charter in June 2008. The obligation was issued to First Charter Capital Trust I and II. The floating-rate capital securities of First Charter Capital Trust I and II pay a floating rate at three-month CME Term SOFR plus 1.69% and 1.42%, respectively, plus the tenor spread adjustment of 0.26161%. The Bancorp’s nonbank subsidiary holding company has fully and unconditionally guaranteed all obligations under the acquired trust preferred securities issued by First Charter Capital Trust I and II.

FHLB advances

At December 31, 2025, FHLB advances have a weighted-average rate of 4.91%, with interest payable monthly. The Bancorp has pledged $35.2 billion of loans and securities to secure its borrowing capacity at the FHLB which is partially utilized to fund $1.5 billion in FHLB advances that are outstanding. The FHLB advances mature as follows: $1.5 billion in 2026 and $5 million after 2030.

Notes associated with consolidated VIEs

As discussed in Note 12, the Bancorp was determined to be the primary beneficiary of various VIEs associated with certain automobile and solar loan securitizations. Third-party holders of this debt do not have recourse to the general assets of the Bancorp. Approximately $450 million of outstanding notes related to these VIEs were included in long-term debt in the Consolidated Balance Sheets as of December 31, 2025. The notes mature as follows: $327 million in 2028 and $123 million after 2030.

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18. Commitments, Contingent Liabilities and Guarantees

The Bancorp, in the normal course of business, enters into financial instruments and various agreements to meet the financing needs of its customers. The Bancorp also enters into certain transactions and agreements to manage its interest rate and prepayment risks, provide funding, equipment and locations for its operations and invest in its communities. These instruments and agreements involve, to varying degrees, elements of credit risk, counterparty risk and market risk in excess of the amounts recognized in the Consolidated Balance Sheets. The creditworthiness of counterparties for all instruments and agreements is evaluated on a case-by-case basis in accordance with the Bancorp’s credit policies. The Bancorp’s significant commitments, contingent liabilities and guarantees in excess of the amounts recognized in the Consolidated Balance Sheets are discussed in the following sections.

Commitments

The Bancorp has certain commitments to make future payments under contracts. The following table reflects a summary of significant commitments as of December 31:


($ in millions)	2025		2024
Commitments to extend credit	$	84,405	80,680
Letters of credit	2,095		1,952
Forward contracts related to residential mortgage loans measured at fair value	1,072		881
Capital commitments for private equity investments	310		219
Capital expenditures	147		80
Purchase obligations	—		27

Commitments to extend credit

Commitments to extend credit are agreements to lend, typically having fixed expiration dates or other termination clauses that may require payment of a fee. Since many of the commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. The Bancorp is exposed to credit risk in the event of nonperformance by the counterparty for the amount of the contract. Fixed-rate commitments are also subject to market risk resulting from fluctuations in interest rates and the Bancorp’s exposure is limited to the replacement value of those commitments. As of December 31, 2025 and 2024, the Bancorp had a reserve for unfunded commitments, including letters of credit, totaling $157 million and $134 million, respectively, included in other liabilities in the Consolidated Balance Sheets. The Bancorp monitors the credit risk associated with commitments to extend credit using the same standard regulatory risk rating systems utilized for its loan and lease portfolio.

Risk ratings of outstanding commitments to extend credit under this risk rating system are summarized in the following table as of December 31:


($ in millions)	2025		2024
Pass	$	82,536	78,734
Special mention	834		850
Substandard	991		1,095
Doubtful	44		1
Total commitments to extend credit	$	84,405	80,680

Letters of credit

Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party and expire as summarized in the following table as of December 31, 2025:


($ in millions)
Less than 1 year(a)	$	1,122
1 - 5 years(a)	973

Total letters of credit	$	2,095

*(a)*Includes $1 and $3 issued on behalf of commercial customers to facilitate trade payments in U.S. dollars and foreign currencies which expire in less than 1 year and between 1 - 5 years, respectively.

Standby letters of credit accounted for approximately 99% of total letters of credit at both December 31, 2025 and 2024 and are considered guarantees in accordance with U.S. GAAP. Approximately 77% and 76% of the total standby letters of credit were collateralized as of December 31, 2025 and 2024, respectively. In the event of nonperformance by the customers, the Bancorp has rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities. The reserve related to these standby letters of credit, which was included in the total reserve for unfunded commitments, was $9 million and $12 million at December 31, 2025 and 2024, respectively. The Bancorp monitors the credit risk associated with letters of credit using the same standard regulatory risk rating systems utilized for its loan and lease portfolio.

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Risk ratings of outstanding letters of credit under this risk rating system are summarized in the following table as of December 31:


($ in millions)	2025		2024
Pass	$	1,923	1,779
Special mention	55		60
Substandard	113		110
Doubtful	4		3
Total letters of credit	$	2,095	1,952

Forward contracts related to residential mortgage loans measured at fair value

The Bancorp enters into forward contracts and mortgage options to economically hedge the change in fair value of certain residential mortgage loans held for sale, and certain residential mortgage portfolio loans measured at fair value, due to changes in interest rates. The outstanding notional amounts of these forward contracts are included in the summary of significant commitments table for all periods presented.

Other commitments

The Bancorp has entered into a limited number of agreements for work related to banking center construction and to purchase goods or services.

Contingent Liabilities

Legal claims

There are legal claims pending against the Bancorp and its subsidiaries that have arisen in the normal course of business. Refer to Note 19 for additional information regarding these proceedings.

Guarantees

The Bancorp has performance obligations upon the occurrence of certain events under financial guarantees provided in certain contractual arrangements as discussed in the following sections.

Residential mortgage loans sold with representation and warranty provisions

Conforming residential mortgage loans sold to unrelated third parties are generally sold with representation and warranty provisions. A contractual liability arises only in the event of a breach of these representations and warranties and, in general, only when a loss results from the breach. The Bancorp may be required to repurchase any previously sold loan, or indemnify or make whole the investor or insurer for which the representation or warranty of the Bancorp proves to be inaccurate, incomplete or misleading. For more information on how the Bancorp establishes the residential mortgage repurchase reserve, refer to Note 1.

As of December 31, 2025 and 2024, the Bancorp maintained reserves related to loans sold with representation and warranty provisions totaling $4 million and $5 million, respectively, included in other liabilities in the Consolidated Balance Sheets.

The Bancorp uses the best information available when estimating its mortgage representation and warranty reserve; however, the estimation process is inherently uncertain and imprecise and, accordingly, losses in excess of the amounts reserved as of December 31, 2025 are reasonably possible. The Bancorp currently estimates that it is reasonably possible that it could incur losses related to mortgage representation and warranty provisions in an amount up to approximately $8 million in excess of amounts reserved. This estimate was derived by modifying the key assumptions to reflect management’s judgment regarding reasonably possible adverse changes to those assumptions. The actual repurchase losses could vary significantly from the recorded mortgage representation and warranty reserve or this estimate of reasonably possible losses, depending on the outcome of various factors, including those previously discussed.

During both the years ended December 31, 2025 and 2024, the Bancorp paid an immaterial amount in the form of make-whole payments and repurchased $18 million and $20 million, respectively, in outstanding principal of loans to satisfy investor demands. Total repurchase demand requests during the years ended December 31, 2025 and 2024 were $36 million and $44 million, respectively. Total outstanding repurchase demand inventory was $5 million and $7 million at December 31, 2025 and 2024, respectively.

Margin accounts

FTS, an indirect wholly-owned subsidiary of the Bancorp, guarantees the collection of all margin account balances held by its brokerage clearing agent for the benefit of its customers. FTS is responsible for payment to its brokerage clearing agent for any loss, liability, damage, cost or expense incurred as a result of customers failing to comply with margin or margin maintenance calls on all margin accounts. The margin account balances held by the brokerage clearing agent were $13 million and $16 million at December 31, 2025 and 2024, respectively. In the event of customer default, FTS has rights to the underlying collateral provided. Given the existence of the underlying collateral provided and negligible historical credit losses, the Bancorp does not maintain a loss reserve related to the margin accounts.

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Long-term borrowing obligations

The Bancorp had certain fully and unconditionally guaranteed long-term borrowing obligations issued by wholly-owned issuing trust entities of $62 million at both December 31, 2025 and 2024.

Visa litigation

The Bancorp, as a member bank of Visa prior to Visa’s reorganization and IPO (the “IPO”) of its Class A common shares (the “Class A Shares”) in 2008, had certain indemnification obligations pursuant to Visa’s certificate of incorporation and bylaws and in accordance with its membership agreements. In accordance with Visa’s bylaws prior to the IPO, the Bancorp could have been required to indemnify Visa for the Bancorp’s proportional share of losses based on the pre-IPO membership interests. As part of its reorganization and IPO, the Bancorp’s indemnification obligation was modified to include only certain known or anticipated litigation (the “Covered Litigation”) as of the date of the restructuring. This modification triggered a requirement for the Bancorp to recognize a liability equal to the fair value of the indemnification liability.

In conjunction with the IPO, the Bancorp received 10.1 million of Visa’s Class B common shares (the “Class B Shares”) based on the Bancorp’s membership percentage in Visa prior to the IPO. The Class B Shares were not transferable (other than to another member bank) until the later of the third anniversary of the IPO closing or the date on which the Covered Litigation has been resolved; therefore, the Bancorp’s Class B Shares were classified in other assets and accounted for at their carryover basis of $0. Visa deposited $3 billion of the proceeds from the IPO into a litigation escrow account, established for the purpose of funding judgments in, or settlements of, the Covered Litigation. Since then, when Visa’s litigation committee determined that the escrow account was insufficient, Visa issued additional Class A Shares and deposited the proceeds from the sale of the Class A Shares into the litigation escrow account. When Visa funded the litigation escrow account, the Class B Shares were subjected to dilution through an adjustment in the conversion rate of Class B Shares into Class A Shares. On January 23, 2024, Visa announced shareholder approval of changes to its articles of incorporation that would release certain transfer restrictions on portions of Class B Shares. The program allows holders of Class B Shares to liquidate some of their shares subject to assurances that other Visa stockholders will retain existing protection from exposure to the Covered Litigation.

In 2009, the Bancorp completed the sale of Visa, Inc. Class B Shares and entered into a total return swap in which the Bancorp will make or receive payments based on subsequent changes in the conversion rate of the Class B Shares into Class A Shares. The swap terminates on the later of the third anniversary of Visa’s IPO or the date on which the Covered Litigation is settled. Refer to Note 28 for additional information on the valuation of the swap. The counterparty to the swap as a result of its ownership of the Class B Shares will be impacted by dilutive adjustments to the conversion rate of the Class B Shares into Class A Shares caused by any Covered Litigation losses in excess of the litigation escrow account. If actual judgments in, or settlements of, the Covered Litigation significantly exceed current expectations, then additional funding by Visa of the litigation escrow account and the resulting dilution of the Class B Shares could result in a scenario where the Bancorp’s ultimate exposure associated with the Covered Litigation (the “Visa Litigation Exposure”) exceeds the value of the Class B Shares owned by the swap counterparty (the “Class B Value”). In the event the Bancorp concludes that it is probable that the Visa Litigation Exposure exceeds the Class B Value, the Bancorp would record a litigation reserve liability and a corresponding amount of other noninterest expense for the amount of the excess. Any such litigation reserve liability would be separate and distinct from the fair value derivative liability associated with the total return swap.

As of the date of the Bancorp’s sale of the Visa Class B Shares and through December 31, 2025, the Bancorp has concluded that it is not probable that the Visa Litigation Exposure will exceed the Class B Value. Based on this determination, upon the sale of Class B Shares, the Bancorp reversed its net Visa litigation reserve liability and recognized a free-standing derivative liability associated with the total return swap. The fair value of the swap liability was $124 million and $170 million at December 31, 2025 and 2024, respectively. Refer to Note 14 and Note 28 for further information.

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After the Bancorp’s sale of the Class B Shares, Visa has funded additional amounts into the litigation escrow account which have resulted in further dilutive adjustments to the conversion of Class B Shares into Class A Shares, and along with other terms of the total return swap, required the Bancorp to make cash payments in varying amounts to the swap counterparty as follows:


Period ($ in millions)	Visa Funding Amount		Bancorp Cash Payment Amount
Q2 2010	$	500	20
Q4 2010	800		35
Q2 2011	400		19
Q1 2012	1,565		75
Q3 2012	150		6
Q3 2014	450		18
Q2 2018	600		26
Q3 2019	300		12
Q4 2021	250		11
Q2 2022	600		25
Q4 2022	350		15
Q2 2023	500		21
Q3 2023	150		6
Q3 2024	1,500		65
Q1 2025	375		15
Q3 2025	500		21
Q4 2025	500		(a)

*(a)*The Bancorp made a cash payment of $21 million to the swap counterparty on January 8, 2026 as a result of the Visa escrow funding in the fourth quarter of 2025.

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19. Legal and Regulatory Proceedings

Litigation

Visa/MasterCard Merchant Interchange Litigation

In April 2006, the Bancorp was added as a defendant in a consolidated antitrust class action lawsuit originally filed against Visa®, MasterCard® and several other major financial institutions in the United States District Court for the Eastern District of New York (In re: Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, Case No. 5-MD-1720). The plaintiffs, merchants operating commercial businesses throughout the U.S. and trade associations, claimed that the interchange fees charged by card-issuing banks were unreasonable and sought injunctive relief and unspecified damages. In addition to being a named defendant, the Bancorp is currently also subject to a possible indemnification obligation of Visa as discussed in Note 18 and has also entered into judgment and loss sharing agreements with Visa, MasterCard and certain other named defendants. More than 500 of the merchants who requested exclusion from the class filed separate federal lawsuits against Visa, MasterCard and certain other defendants alleging similar antitrust violations. These individual federal lawsuits were transferred to the United States District Court for the Eastern District of New York, and the Bancorp may have obligations in these matters pursuant to indemnification arrangements and/or the judgment or loss sharing agreements noted above. On September 17, 2018, the defendants in the consolidated class action signed a settlement agreement resolving the claims seeking monetary damages by the proposed plaintiffs’ class (the “Plaintiff Damages Class”). The settlement agreement provided for a total payment by all defendants of approximately $6.24 billion. On December 13, 2019, the Court entered an order granting final approval for the settlement, and on March 15, 2023, the Second Circuit affirmed that order. The settlement does not resolve the claims of the separate proposed plaintiffs’ class seeking injunctive relief or the claims of merchants who have opted out of the proposed class settlement and are pursuing, or may in the future decide to pursue, private lawsuits. Several of the remaining opt-out cases have now been set for a trial scheduled to commence on April 20, 2026 in the matter of Target Corp. et al. v. Visa Inc. et al., Case No. 13 Civ. 3477 (AKH) (S.D.N.Y.). On September 27, 2021, the Court overseeing the class litigation entered an order certifying a class of merchants pursuing claims for injunctive relief. In June 2024, the Court denied preliminary approval of a proposed settlement of the injunctive relief claims. On November 10, 2025, defendants submitted to the Court a revised proposed settlement of the claims for injunctive relief. The ultimate outcome in this matter, including the timing of resolution, remains uncertain. Refer to Note 18 for further information.

Klopfenstein v. Fifth Third Bank

On August 3, 2012, William Klopfenstein and Adam McKinney filed a lawsuit against Fifth Third Bank in the United States District Court for the Northern District of Ohio (Klopfenstein et al. v. Fifth Third Bank), alleging that the 120% APR that Fifth Third disclosed on its Early Access program was misleading. In 2013, four similar putative class action lawsuits were filed against Fifth Third Bank in federal courts throughout the country. Those four lawsuits were transferred to the Southern District of Ohio and consolidated with the original lawsuit as In re: Fifth Third Early Access Cash Advance Litigation (Case No. 1:12-CV-851). On behalf of a putative class, the plaintiffs sought unspecified monetary and statutory damages, injunctive relief, punitive damages, attorneys’ fees, and pre- and post-judgment interest. The plaintiffs’ claimed damages for the alleged breach of contract claim exceed $440 million, plus prejudgment interest. On March 26, 2021, the trial court granted plaintiffs’ motion for class certification. On March 29, 2023, the trial court issued an order granting summary judgment on plaintiffs’ TILA claim, with statutory damages capped at $2 million plus costs and attorney fees. Plaintiffs’ claim for breach of contract proceeded to trial and on April 27, 2023 the jury returned a verdict in favor of the Bank, finding a breach of contract, but that the voluntary payment doctrine is a complete defense to the breach of contract claim. On September 30, 2024, the trial court issued a decision denying post-trial motions related to the jury verdict. On October 30, 2024, plaintiffs filed a notice of appeal, and on November 7, 2024, Fifth Third filed a notice of cross appeal.

Howards v. Fifth Third Bank

On March 8, 2018, Plaintiff Troy Howards filed a putative class action against Fifth Third Bank in the United States District Court for the Central District of California (Case No. 1:18-CV-869, S.D. OH 2018), alleging that Fifth Third improperly charged certain fees related to insufficient funds, customer overdrafts, and out-of-network ATM use. Venue was subsequently transferred to the United States District Court for the Southern District of Ohio. Plaintiff filed claims for breach of contract, breach of the implied covenant of good faith and fair dealing, for violation of the California Unfair Competition Law (Ca. Bus. & Prof. Code sec. 17200, et seq.), and the California Consumer Legal Remedies Act (Cal. Civ. Code sec. 1750 et seq.). Plaintiff seeks to represent putative nationwide classes and California classes of consumers allegedly charged improper repeated insufficient funds fees, improper overdraft fees, and fees for out-of-network ATM use from the beginning of the applicable statute of limitations to present. Plaintiff seeks damages of restitution and disgorgement in the amount of the allegedly unlawfully charged fees and damages proved at trial together with interest as allowed by applicable law. On February 6, 2023, the trial court issued an order dismissing the Plaintiff’s breach of contract claim with respect to out-of-network ATM fees and dismissing the two claims for violations of California consumer protection statutes. The Court denied Fifth Third’s motion to dismiss as it relates to the claims for breach of contract and breach of the implied covenant of good faith and fair dealing for certain customer overdrafts and insufficient funds fees. The case is in discovery, and no trial date has been set.

Other litigation

The Bancorp and its subsidiaries are not parties to any other material litigation at this time. However, there are other litigation matters that arise in the normal course of business, which include, or may include, claims related to product features, pricing and other lending practices. For example, Fifth Third Bank, National Association is a defendant in a number of civil lawsuits related to consumer solar lending practices and solar installer sales practices issues. These include a Multidistrict Litigation (“MDL”) consolidated by the Judicial Panel on Multidistrict

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Litigation on October 3, 2024 in the U.S. District Court for the District of Minnesota (MDL No. 3128). While it is impossible to ascertain the ultimate resolution or range of financial liability with respect to these contingent matters, management believes that the resulting liability, if any, from these other actions would not have a material effect upon the Bancorp’s consolidated financial position, results of operations or cash flows. However, it is possible that the ultimate resolution of a matter, if unfavorable, may be material to the Bancorp’s consolidated financial position, results of operations or cash flows.

Governmental Investigations and Proceedings

The Bancorp and/or its affiliates are or may become involved in information-gathering requests, reviews, investigations and proceedings (both formal and informal) by various governmental regulatory agencies and law enforcement authorities, including but not limited to the FRB, OCC, CFPB, FDIC, SEC, FINRA, U.S. Department of Justice, etc., as well as state and other governmental authorities and self-regulatory bodies regarding their respective businesses. For example, Fifth Third has been cooperating with investigations by a number of state attorneys general regarding consumer solar lending and solar installer sales practices. Additional matters will likely arise from time to time. Any of these matters may result in material adverse consequences or reputational harm to the Bancorp, its affiliates and/or their respective directors, officers and other personnel, including adverse judgments, findings, settlements, fines, penalties, orders, injunctions or other actions, amendments and/or restatements of the Bancorp’s SEC filings and/or financial statements, as applicable, and/or determinations of material weaknesses in our disclosure controls and procedures. Investigations by regulatory authorities may from time to time result in civil or criminal referrals to law enforcement. Additionally, in some cases, regulatory authorities may take supervisory actions that are considered to be confidential supervisory information which may not be publicly disclosed.

Reasonably Possible Losses in Excess of Accruals

The Bancorp and its subsidiaries are parties to numerous claims and lawsuits as well as threatened or potential actions or claims concerning matters arising from the conduct of its business activities. The outcome of claims or litigation and the timing of ultimate resolution are inherently difficult to predict. The following factors, among others, contribute to this lack of predictability: claims often include significant legal uncertainties, damages alleged by plaintiffs are often unspecified or overstated, discovery may not have started or may not be complete and material facts may be disputed or unsubstantiated. As a result of these factors, the Bancorp is not always able to provide an estimate of the range of reasonably possible outcomes for each claim. An accrual for a potential litigation loss is established when information related to the loss contingency indicates both that a loss is probable and that the amount of loss can be reasonably estimated. Any such accrual is adjusted from time to time thereafter as appropriate to reflect changes in circumstances. The Bancorp also determines, when possible (due to the uncertainties described above), estimates of reasonably possible losses or ranges of reasonably possible losses, in excess of amounts accrued. Under U.S. GAAP, an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely” and an event is “remote” if “the chance of the future event or events occurring is slight.” Thus, references to the upper end of the range of reasonably possible loss for cases in which the Bancorp is able to estimate a range of reasonably possible loss mean the upper end of the range of loss for cases for which the Bancorp believes the risk of loss is more than slight. For matters where the Bancorp is able to estimate such possible losses or ranges of possible losses, the Bancorp currently estimates that it is reasonably possible that it could incur losses related to legal and regulatory proceedings in an aggregate amount up to approximately $76 million in excess of amounts accrued, with it also being reasonably possible that no losses will be incurred in these matters. The estimates included in this amount are based on the Bancorp’s analysis of currently available information, and as new information is obtained the Bancorp may change its estimates.

For these matters and others where an unfavorable outcome is reasonably possible but not probable, there may be a range of possible losses in excess of the established accrual that cannot be estimated. Based on information currently available, advice of counsel, available insurance coverage and established accruals, the Bancorp believes that the eventual outcome of the actions against the Bancorp and/or its subsidiaries, including the matters described above, will not, individually or in the aggregate, have a material adverse effect on the Bancorp’s consolidated financial position. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material to the Bancorp’s results of operations for any particular period, depending, in part, upon the size of the loss or liability imposed and the operating results for the applicable period.

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20. Related Party Transactions

The Bancorp maintains written policies and procedures covering related party transactions with principal shareholders, directors and executives of the Bancorp. These policies and procedures cover transactions such as employee-stock purchase loans, personal lines of credit, residential secured loans, overdrafts, letters of credit and increases in indebtedness. Such transactions are subject to the Bancorp’s normal underwriting and approval procedures. Prior to approving a loan to a related party, Compliance Risk Management must review and determine whether the transaction requires approval from or a post notification to the Bancorp’s Board of Directors. At December 31, 2025 and 2024, certain directors, executive officers, principal holders of Bancorp common stock and their related interests were indebted, including undrawn commitments to lend, to the Bancorp’s banking subsidiary.

The following table summarizes the Bancorp’s lending activities with its principal shareholders, directors, executives and their related interests at December 31:


($ in millions)	2025		2024
Commitments to lend, net of participations:
Directors and their affiliated companies	$	202	162
Executive officers	3		3
Total	$	205	165

Outstanding balance on loans, net of participations and undrawn commitments	$	132	56

The commitments to lend are in the form of loans and guarantees for various business and personal interests. This indebtedness was incurred in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties. This indebtedness does not involve more than the normal risk of repayment or present other features unfavorable to the Bancorp.

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21. Income Taxes

The Bancorp and its subsidiaries file a consolidated federal income tax return. The following is a summary of income before income taxes included in the Consolidated Statements of Income for the years ended December 31:


($ in millions)	2025		2024	2023
Domestic income before income taxes	$	3,211	2,919	2,943
Foreign income (loss) before income taxes	—		(3)	45
Income before income taxes	$	3,211	2,916	2,988

The following is a summary of applicable income taxes included in the Consolidated Statements of Income for the years ended December 31:


($ in millions)	2025		2024	2023
Current income tax expense:
U.S. Federal income taxes	$	476	452	647
State and local income taxes	76		75	96
Foreign income taxes	(3)		3	2
Total current income tax expense	549		530	745
Deferred income tax expense (benefit):
U.S. Federal income taxes	129		84	(81)
State and local income taxes	12		(13)	(23)
Foreign income taxes	(1)		1	(2)
Total deferred income tax expense (benefit)	140		72	(106)
Applicable income tax expense	$	689	602	639

The current U.S. Federal income taxes above include proportional amortization of qualifying CDC investments of $220 million for the year ended December 31, 2025 and $200 million for both the years ended December 31, 2024 and 2023.

The following is a reconciliation between the statutory U.S. Federal income tax rate and the Bancorp’s effective tax rate for the years ended December 31:


	2025(a)				2024(b)				2023(c)
($ in millions)	Amount		Percent		Amount		Percent		Amount		Percent
Statutory tax rate	$	674	21.0	%	$	612	21.0	%	$	627	21.0	%
Increase (decrease) resulting from:
State and local income taxes, net of federal benefit	84		2.6		58		2.0		71		2.4
Foreign tax effects	(2)		(0.1)		(4)		(0.2)		(1)		—


Tax credits:
Tax credits and other tax benefits from CDC investments, net of proportional amortization	(39)		(1.2)		(43)		(1.5)		(31)		(1.0)
Other tax credits	(9)		(0.3)		(7)		(0.3)		(21)		(0.7)

Nontaxable or nondeductible items:
Tax-exempt income	(26)		(0.8)		(27)		(0.9)		(25)		(0.8)
Other	21		0.7		24		0.8		28		0.9
Changes in unrecognized tax benefits	(15)		(0.5)		(10)		(0.3)		(10)		(0.4)
Other adjustments	1		—		(1)		—		1		—
Effective tax rate	$	689	21.4	%	$	602	20.6	%	$	639	21.4	%

*(a)*State taxes in California, Illinois, New York and Florida made up greater than 50% of state and local income taxes.

*(b)*State taxes in California, New York, Illinois and Florida made up greater than 50% of state and local income taxes.

*(c)*State taxes in Illinois, California, New York, Florida and New Jersey made up greater than 50% of state and local income taxes.

The Bancorp adopted ASU 2023-02 on January 1, 2024 which expanded the permitted usage of the proportional amortization method to include additional tax credit programs beyond qualifying LIHTC structures if certain conditions are met. As a result, tax credits and other tax benefits from CDC investments, net of proportional amortization in the rate reconciliation table for the years ended December 31, 2025 and 2024 include Low-Income Housing, New Markets and Rehabilitation Investment tax credits and other related tax benefits, net of proportional amortization from those investments. For the year ended December 31, 2023, prior to the adoption of ASU 2023-02, tax credits and other tax benefits from CDC investments, net of proportional amortization only include the tax credits and other related tax benefits pertaining to investments in the Low-Income Housing tax credit program, with the credits arising from the Bancorp’s investments in the New Markets and Rehabilitation Investment tax credit programs presented as a component of other tax credits. Other tax credits in the rate reconciliation table

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also include the Increasing Research Activities and Qualified Zone Academy Bond tax credits. Tax-exempt income in the rate reconciliation table includes interest on municipal bonds, interest on tax-exempt lending, and income on life insurance policies held by the Bancorp.

The following is a summary of the Bancorp’s income taxes paid, net of refunds received, for the years ended December 31:


($ in millions)	2025(a)		2024(b)	2023
U.S. Federal income taxes	$	100	131	529
State and local income taxes	87		61	111
Foreign income taxes	(2)		1	15
Total income taxes paid, net of refunds received	$	185	193	655

*(a)*Includes $16, $11 and $11 of income taxes paid, net of refunds received, to the states of Illinois, California and New York, respectively.

*(b)*Includes $12 of income taxes paid, net of refunds received, to the state of New York.

The following table provides a reconciliation of the beginning and ending amounts of the Bancorp’s unrecognized tax benefits:


($ in millions)	2025		2024	2023
Unrecognized tax benefits at January 1	$	101	97	94
Gross increases for tax positions taken during prior period	2		12	14
Gross decreases for tax positions taken during prior period	(11)		(7)	(5)
Gross increases for tax positions taken during current period	7		21	15
Settlements with taxing authorities	(1)		(1)	(1)
Lapse of applicable statute of limitations	(11)		(21)	(20)
Unrecognized tax benefits at December 31(a)	$	87	101	97

*(a)*All amounts represent unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

The Bancorp’s unrecognized tax benefits as of December 31, 2025, 2024 and 2023 primarily related to state income tax exposures from taking tax positions where the Bancorp believes it is likely that, upon examination, a state would take a position contrary to the position taken by the Bancorp.

Deferred income taxes are comprised of the following items at December 31:


($ in millions)	2025		2024
Deferred tax assets:
Other comprehensive income	$	973	1,459
Allowance for loan and lease losses	473		494
Loan origination fees and costs	188		199
Deferred compensation	117		115
Reserves	33		38
Reserves for unfunded commitments	33		28
State deferred taxes	25		35
State net operating loss carryforwards	10		6
Federal net operating loss carryforwards	1		7
Other	103		138
Total deferred tax assets	$	1,956	2,519
Deferred tax liabilities:
Lease financing	$	660	583
MSRs and related economic hedges	161		153
Bank premises and equipment	111		76
Goodwill and intangible assets	61		64

Other	101		216
Total deferred tax liabilities	$	1,094	1,092
Total net deferred tax asset	$	862	1,427

At December 31, 2025 and 2024, the Bancorp recorded deferred tax assets of $10 million and $6 million, respectively, related to state net operating loss carryforwards. The deferred tax assets relating to state net operating losses are presented net of specific valuation allowances of $6 million and $7 million at December 31, 2025 and 2024, respectively. If these carryforwards are not utilized, they will expire in varying amounts through 2044.

The Bancorp has determined that a valuation allowance is not needed against the remaining deferred tax assets as of December 31, 2025 or 2024. The Bancorp considered all of the positive and negative evidence available to determine whether it is more likely than not that the deferred tax assets will ultimately be realized and, based upon that evidence, the Bancorp believes it is more likely than not that the deferred

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tax assets recorded at December 31, 2025 and 2024 will ultimately be realized. The Bancorp reached this conclusion as it is expected that the Bancorp’s remaining deferred tax assets will be realized through the reversal of its existing taxable temporary differences, its projected future taxable income and tax-planning strategies.

The statute of limitations for the Bancorp’s federal income tax returns remains open for tax years 2020 through 2025. On occasion, as various state and local taxing jurisdictions examine the returns of the Bancorp and its subsidiaries, the Bancorp may agree to extend the statute of limitations for a reasonable period of time. Otherwise, the statutes of limitations for state income tax returns remain open only for tax years in accordance with each state’s statutes.

Any interest and penalties incurred in connection with income taxes are recorded as a component of applicable income tax expense in the Consolidated Financial Statements. During the years ended December 31, 2025, 2024 and 2023, the Bancorp recognized $2 million, $1 million and $2 million, respectively, of interest expense in connection with income taxes. At December 31, 2025 and 2024, the Bancorp had accrued interest liabilities, net of the related tax benefits, of $13 million and $11 million, respectively. No material liabilities were recorded for penalties related to income taxes.

Retained earnings at both December 31, 2025 and 2024 included $157 million in allocations of earnings for bad debt deductions of former thrift subsidiaries for which no income tax has been provided. Under current tax law, if certain of the Bancorp’s subsidiaries use these bad debt reserves for purposes other than to absorb bad debt losses, they will be subject to federal income tax at the current corporate tax rate.

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22. Retirement and Benefit Plans

The Bancorp’s qualified defined benefit plan’s benefits were frozen in 1998, except for grandfathered employees. The Bancorp’s other defined benefit retirement plans consist of non-qualified plans which are frozen and funded on an as-needed basis. A majority of these plans were obtained in acquisitions and are included with the qualified defined benefit plan in the following tables (“the Plan”). The Bancorp recognizes the overfunded or underfunded status of the Plan in other assets and accrued taxes, interest and expenses, respectively, in the Consolidated Balance Sheets.

The following table summarizes the defined benefit retirement plans as of and for the years ended December 31:


($ in millions)	2025		2024
Fair value of plan assets at January 1	$	87	102
Actual return on assets	6		(3)
Contributions	1		1
Settlement	(7)		(7)
Benefits paid	(6)		(6)
Fair value of plan assets at December 31	$	81	87
Projected benefit obligation at January 1	$	100	113
Interest cost	5		5
Settlement	(7)		(7)
Actuarial loss (gain)	3		(5)
Benefits paid	(6)		(6)
Projected benefit obligation at December 31	$	95	100
Underfunded projected benefit obligation at December 31	$	(14)	(13)
Accumulated benefit obligation at December 31(a)	$	95	100

*(a)*Since the Plan’s benefits are frozen, the rate of compensation increase is no longer an assumption used to calculate the accumulated benefit obligation. Therefore, the accumulated benefit obligation was the same as the projected benefit obligation at both December 31, 2025 and 2024.

The following table summarizes net periodic benefit cost and other changes in the Plan’s assets and benefit obligations recognized in OCI for the years ended December 31:


($ in millions)	2025		2024	2023
Components of net periodic benefit cost:
Interest cost	$	5	5	6
Expected return on assets	(5)		(5)	(5)
Amortization of net actuarial loss	2		2	2
Settlement	2		2	2
Net periodic benefit cost	$	4	4	5
Other changes in plan assets and benefit obligations recognized in OCI:
Net actuarial loss	$	2	2	1
Amortization of net actuarial loss	(2)		(2)	(2)
Settlement	(1)		(1)	(2)
Total recognized in other comprehensive income	(1)		(1)	(3)
Total recognized in net periodic benefit cost and OCI	$	3	3	2

Fair Value Measurements of Plan Assets

The following tables summarize plan assets measured at fair value on a recurring basis as of December 31:


	Fair Value Measurements Using(a)
2025 ($ in millions)	Level 1		Level 2	Level 3	Total Fair Value
Cash equivalents	$	2	—	—	2

Debt securities:
U.S. Treasury and federal agencies securities	46		3	—	49


Asset-backed securities and other debt securities(b)	—		30	—	30
Total debt securities	$	46	33	—	79
Total plan assets	$	48	33	—	81

*(a)*For further information on fair value hierarchy levels, refer to Note 1.

*(b)*Includes corporate bonds.

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	Fair Value Measurements Using(a)
2024 ($ in millions)	Level 1		Level 2	Level 3	Total Fair Value
Cash equivalents	$	3	—	—	3

Debt securities:
U.S. Treasury and federal agencies securities	48		3	—	51


Asset-backed securities and other debt securities(b)	—		33	—	33
Total debt securities	$	48	36	—	84
Total plan assets	$	51	36	—	87

*(a)*For further information on fair value hierarchy levels, refer to Note 1.

*(b)*Includes corporate bonds.

The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Cash equivalents

Cash equivalents are comprised of money market mutual funds that invest in short-term money market instruments that are issued and payable in U.S. dollars. The Plan measures its cash equivalent funds that are exchange-traded using the fund’s quoted price, which is in an active market. Therefore, these investments are classified within Level 1 of the valuation hierarchy.

Debt securities

Plan Assumptions

The Plan’s assumptions are evaluated annually and are updated as necessary. The discount rate assumption reflects the yield on a portfolio of high quality fixed-income instruments that have a similar duration to the Plan’s liabilities. The expected long-term rate of return assumption reflects the average return expected on the assets invested to provide for the Plan’s liabilities. In determining the expected long-term rate of return, the Bancorp evaluated actuarial and economic inputs, including long-term inflation rate assumptions and broad equity and bond indices long-term return projections, as well as actual long-term historical plan performance.

The following table summarizes the weighted-average plan assumptions for the years ended December 31:


	2025		2024	2023
For measuring benefit obligations at year end:
Discount rate	5.31	%	5.58	5.04
For measuring net periodic benefit cost:
Discount rate	5.52		5.08	5.50
Expected return on plan assets	5.51		5.09	5.52

Lowering both the expected rate of return on the plan assets and the discount rate by 0.25% would have increased the 2025 pension expense by an immaterial amount.

Based on the actuarial assumptions, the Bancorp expects to contribute $1 million to the Plan in 2026. Estimated pension benefit payments are $12 million for 2026, $11 million for 2027, $10 million for 2028, $10 million for 2029 and $9 million for 2030. The total estimated payments for the years 2031 through 2035 is $36 million.

Investment Policies and Strategies

The Bancorp’s policy for the investment of Plan assets is to employ investment strategies that achieve a range of weighted-average target asset allocations relating to equity securities, fixed-income securities (including U.S. Treasury and federal agencies securities, mortgage-backed securities, asset-backed securities, corporate bonds and municipal bonds), alternative strategies (including traditional mutual funds, precious metals and commodities) and cash or cash equivalents.

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The following table provides the Bancorp’s targeted and actual weighted-average asset allocations by asset category, with mutual and exchange-traded funds incorporated according to their underlying investments, for the years ended December 31:


	Targeted Range(a)	2025		2024

Fixed-income securities	50-100 %	97		95

Cash or cash equivalents	0-100	3		5
Total		100	%	100

*(a)*These reflect the targeted ranges for the year ended December 31, 2025.

Plan management’s objective is to achieve and maintain a fully-funded status of the qualified defined benefit plan while also minimizing the risk of excess assets. As a result, the portfolio assets of the qualified defined benefit plan will continue to increase the weighting of long duration fixed income, or liability matching assets, as the funded status increases. There were no significant concentrations of risk associated with the investments of the Plan at December 31, 2025.

Permitted asset classes of the Plan include cash and cash equivalents, fixed-income (domestic and non-U.S. bonds), equities (U.S., non-U.S., emerging markets and real estate investment trusts), equipment leasing and mortgages. The Plan utilizes derivative instruments including puts, calls, straddles or other option strategies, as approved by management.

Fifth Third Bank, National Association, (the “Trustee”), is expected to manage Plan assets in a manner consistent with the Plan agreement and other regulatory, federal and state laws. The Fifth Third Bank Pension, 401(k) and Medical Plan Committee (the “Committee”) is the plan administrator. The Trustee is required to provide to the Committee monthly and quarterly reports covering a list of Plan assets, portfolio performance, transactions and asset allocation. The Trustee is also required to keep the Committee apprised of any material changes in the Trustee’s outlook and recommended investment policy. There were no fees paid by the Plan for investment management, accounting or administrative services provided by the Trustee for the years ended December 31, 2025, 2024 and 2023.

Other Information on Retirement and Benefit Plans

The Bancorp has a qualified defined contribution savings plan that allows participants to make voluntary 401(k) contributions on a pre-tax or Roth basis, subject to statutory limitations. Expenses recognized for matching contributions to the Bancorp’s qualified defined contribution savings plan were $119 million, $115 million and $114 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Bancorp did not make profit sharing contributions during the years ended December 31, 2025, 2024 and 2023. In addition, the Bancorp has a non-qualified defined contribution plan that allows certain employees to make voluntary contributions into a deferred compensation plan. Expenses recognized by the Bancorp for its non-qualified defined contribution plan were $6 million, $5 million and $5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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23. Accumulated Other Comprehensive Income

The tables below present the activity of the components of OCI and AOCI for the years ended December 31:


	Total OCI				Total AOCI
2025 ($ in millions)	Pre-tax Activity		Tax Effect	Net Activity	Beginning Balance	Net Activity	Ending Balance
Unrealized holding gains on available-for-sale debt securities arising during the year	$	1,383	(334)	1,049
Reclassification adjustment for net gains on available-for-sale debt securities included in net income	—		—	—
Net unrealized losses on available-for-sale debt securities	1,383		(334)	1,049	(3,280)	1,049	(2,231)

Amortization of unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities included in net income	123		(26)	97
Net unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities	123		(26)	97	(684)	97	(587)

Unrealized holding gains on cash flow hedge derivatives arising during the year	317		(76)	241
Reclassification adjustment for net losses on cash flow hedge derivatives included in net income	181		(43)	138
Net unrealized losses on cash flow hedge derivatives	498		(119)	379	(654)	379	(275)

Net actuarial loss arising during the year	(2)		—	(2)
Reclassification of amounts to net periodic benefit costs	3		—	3
Defined benefit pension plans, net	1		—	1	(16)	1	(15)

Other	—		—	—	(2)	—	(2)
Total	$	2,005	(479)	1,526	(4,636)	1,526	(3,110)


	Total OCI				Total AOCI
2024 ($ in millions)	Pre-tax Activity		Tax Effect	Net Activity	Beginning Balance	Net Activity	Ending Balance
Unrealized holding gains on available-for-sale debt securities arising during the year	$	27	(12)	15
Unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities	994		(209)	785
Reclassification adjustment for net losses on available-for-sale debt securities included in net income	18		(4)	14
Net unrealized losses on available-for-sale debt securities	1,039		(225)	814	(4,094)	814	(3,280)

Unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities	(994)		209	(785)
Amortization of unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities included in net income	129		(28)	101
Net unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities	(865)		181	(684)	—	(684)	(684)

Unrealized holding losses on cash flow hedge derivatives arising during the year	(724)		172	(552)
Reclassification adjustment for net losses on cash flow hedge derivatives included in net income	351		(81)	270
Net unrealized losses on cash flow hedge derivatives	(373)		91	(282)	(372)	(282)	(654)

Net actuarial loss arising during the year	(2)		—	(2)
Reclassification of amounts to net periodic benefit costs	3		—	3
Defined benefit pension plans, net	1		—	1	(17)	1	(16)

Other	2		—	2	(4)	2	(2)
Total	$	(196)	47	(149)	(4,487)	(149)	(4,636)

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	Total OCI				Total AOCI
2023 ($ in millions)	Pre-tax Activity		Tax Effect	Net Activity	Beginning Balance	Net Activity	Ending Balance
Unrealized holding gains on available-for-sale debt securities arising during the year	$	656	(162)	494
Reclassification adjustment for net losses on available-for-sale debt securities included in net income	1		—	1
Net unrealized losses on available-for-sale debt securities	657		(162)	495	(4,589)	495	(4,094)

Unrealized holding losses on cash flow hedge derivatives arising during the year	(171)		40	(131)
Reclassification adjustment for net losses on cash flow hedge derivatives included in net income	334		(77)	257
Net unrealized losses on cash flow hedge derivatives	163		(37)	126	(498)	126	(372)

Net actuarial loss arising during the year	(1)		—	(1)
Reclassification of amounts to net periodic benefit costs	4		(1)	3
Defined benefit pension plans, net	3		(1)	2	(19)	2	(17)

Other	—		—	—	(4)	—	(4)
Total	$	823	(200)	623	(5,110)	623	(4,487)

The table below presents reclassifications out of AOCI for the years ended December 31:


($ in millions)	Consolidated Statements of Income Caption	2025		2024	2023
Net unrealized losses on available-for-sale debt securities:(a)
Net losses included in net income	Securities gains, net	$	—	(18)	(1)
	Income before income taxes	—		(18)	(1)
	Applicable income tax expense	—		4	—
	Net income	—		(14)	(1)
Net unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities:(a)
Net losses included in net income	Interest on securities	(123)		(129)	—
	Income before income taxes	(123)		(129)	—
	Applicable income tax expense	26		28	—
	Net income	(97)		(101)	—
Net unrealized losses on cash flow hedge derivatives:(a)
Interest rate contracts related to C&I, commercial mortgage and commercial construction loans	Interest and fees on loans and leases	(181)		(351)	(334)
	Income before income taxes	(181)		(351)	(334)
	Applicable income tax expense	43		81	77
	Net income	(138)		(270)	(257)
Net periodic benefit costs:(a)
Amortization of net actuarial loss	Compensation and benefits(b)	(2)		(2)	(2)
Settlements	Compensation and benefits(b)	(1)		(1)	(2)
	Income before income taxes	(3)		(3)	(4)
	Applicable income tax expense	—		—	1
	Net income	(3)		(3)	(3)
Other:(a)
Net losses included in net income	Other noninterest expense	—		(2)	—
	Income before income taxes	—		(2)	—
	Applicable income tax expense	—		—	—
	Net income	—		(2)	—

Total reclassifications for the period	Net income	$	(238)	(390)	(261)

*(a)*Amounts in parentheses indicate reductions to net income.

*(b)*This AOCI component is included in the computation of net periodic benefit cost. Refer to Note 22 for further information.

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24. Common, Preferred and Treasury Stock

The table below presents a summary of the share activity within common, preferred and treasury stock for the years ended:


	Common Stock			Preferred Stock			Treasury Stock
($ in millions, except share data)	Value		Shares	Value		Shares	Value		Shares
December 31, 2022	$	2,051	923,892,581	$	2,116	278,000	$	(7,103)	240,506,701
Shares acquired for treasury	—		—	—		—	(201)		5,589,996
Impact of stock transactions under stock compensation plans, net	—		—	—		—	42		(3,328,926)

December 31, 2023	$	2,051	923,892,581	$	2,116	278,000	$	(7,262)	242,767,771
Shares acquired for treasury	—		—	—		—	(630)		15,043,170
Impact of stock transactions under stock compensation plans, net	—		—	—		—	52		(3,772,190)

December 31, 2024	$	2,051	923,892,581	$	2,116	278,000	$	(7,840)	254,038,751
Redemption of preferred stock, Series L	—		—	(346)		(14,000)	—		—
Shares acquired for treasury	—		—	—		—	(529)		12,171,734
Impact of stock transactions under stock compensation plans, net	—		—	—		—	63		(3,515,691)

December 31, 2025	$	2,051	923,892,581	$	1,770	264,000	$	(8,306)	262,694,794

Preferred Stock—Series L

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%. The redemption of the Series L preferred stock resulted in a reduction to net income available to common shareholders of $4 million, which was recognized as incremental dividends on preferred stock in the Bancorp’s Consolidated Statements of Income.

Preferred Stock—Series K

On September 17, 2019, the Bancorp issued, in a registered public offering 10,000,000 depositary shares, representing 10,000 shares of 4.95% non-cumulative Series K perpetual preferred stock, for net proceeds of approximately $242 million. Each preferred share has a $25,000 liquidation preference. Subject to any required regulatory approval, the Bancorp may redeem the Series K preferred shares at its option in whole or in part, on any dividend payment date on or after September 30, 2024 and may redeem in whole, but not in part, at any time following a regulatory capital event. The Series K preferred shares are not convertible into Bancorp common shares or any other securities.

Preferred Stock—Class B, Series A

On August 26, 2019, the Bancorp issued 200,000 shares of 6.00% non-cumulative perpetual Class B preferred stock, Series A. Each preferred share has a $1,000 liquidation preference. These shares were issued to the holders of MB Financial, Inc.’s 6.00% non-cumulative perpetual preferred stock, Series C, in conjunction with the merger of MB Financial, Inc. with and into Fifth Third Bancorp. The newly issued shares of Class B preferred stock, Series A were recognized by the Bancorp at the carrying value previously assigned to the MB Financial, Inc. Series C preferred stock prior to the transaction. Subject to any required regulatory approval, the Bancorp may redeem the shares of Class B preferred stock, Series A at its option, in whole or in part, at any time on any dividend payment due date and may redeem, in whole but not in part, within 90 days following a regulatory capital treatment event.

Preferred Stock—Series J

On June 5, 2014, the Bancorp issued, in a registered public offering, 300,000 depositary shares, representing 12,000 shares of 4.90% fixed to floating-rate non-cumulative Series J perpetual preferred stock, for net proceeds of $297 million. Each preferred share has a $25,000 liquidation preference. The preferred stock accrued dividends, on a non-cumulative semi-annual basis, at an annual rate of 4.90% through but excluding September 30, 2019, at which time it converted to a quarterly floating-rate dividend of three-month LIBOR plus 3.129%. Pursuant to LIBOR transition, it later converted from a reference rate of three-month LIBOR to a reference rate of three-month CME Term SOFR on September 30, 2023. Following this conversion, the quarterly floating-rate dividend is three-month CME Term SOFR plus 3.129% plus the tenor spread adjustment of 0.26161%. Subject to any required regulatory approval, the Bancorp may redeem the Series J preferred shares at its option, in whole or in part, at any time. The Series J preferred shares are not convertible into Bancorp common shares or any other securities.

Preferred Stock—Series I

On December 9, 2013, the Bancorp issued, in a registered public offering, 18,000,000 depositary shares, representing 18,000 shares of 6.625% fixed to floating-rate non-cumulative Series I perpetual preferred stock, for net proceeds of $441 million. Each preferred share has a $25,000 liquidation preference. The preferred stock accrued dividends, on a non-cumulative quarterly basis, at an annual rate of 6.625% through but excluding December 31, 2023, at which time it converted to a quarterly floating-rate dividend of three-month CME Term SOFR

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plus 3.71% plus the tenor spread adjustment of 0.26161%. Subject to any required regulatory approval, the Bancorp may redeem the Series I preferred shares at its option in whole or in part, at any time. The Series I preferred shares are not convertible into Bancorp common shares or any other securities.

Preferred Stock—Series H

On May 16, 2013, the Bancorp issued, in a registered public offering, 600,000 depositary shares, representing 24,000 shares of 5.10% fixed to floating-rate non-cumulative Series H perpetual preferred stock, for net proceeds of $593 million. Each preferred share has a $25,000 liquidation preference. The preferred stock accrued dividends, on a non-cumulative semi-annual basis, at an annual rate of 5.10% through but excluding June 30, 2023, at which time it converted to a quarterly floating-rate dividend of three-month LIBOR plus 3.033%. Pursuant to LIBOR transition, it later converted from a reference rate of three-month LIBOR to a reference rate of three-month CME Term SOFR on September 30, 2023. Following this conversion, the quarterly floating-rate dividend is three-month CME Term SOFR plus 3.033% plus the tenor spread adjustment of 0.26161%. Subject to any required regulatory approval, the Bancorp may redeem the Series H preferred shares at its option in whole or in part, at any time. The Series H preferred shares are not convertible into Bancorp common shares or any other securities.

Treasury Stock

On June 13, 2025, the Bancorp’s Board of Directors authorized management to repurchase up to 100 million common shares in the open market or in privately negotiated transactions and to utilize any derivative or similar instrument to effect share repurchase transactions.

The Bancorp entered into and settled accelerated share repurchase transactions during the years ended December 31, 2025 and 2024. As part of these transactions, the Bancorp entered into forward contracts in which the final number of shares delivered at settlement was based on a discount to the average daily volume-weighted average price of the Bancorp’s common stock during the respective terms of each repurchase agreement. Each accelerated share repurchase was treated as two separate transactions: (i) the repurchase of treasury shares on the repurchase date and (ii) a forward contract indexed to the Bancorp’s common stock.

The following table presents a summary of the Bancorp’s accelerated share repurchase transactions that were entered into and settled during the years ended December 31, 2025 and 2024:


Repurchase Date	Amount ($ in millions)		Shares Repurchased on Repurchase Date	Shares Received from Forward Contract Settlement	Total Shares Repurchased	Final Settlement Date
June 12, 2024	$	125	3,011,621	496,767	3,508,388	June 27, 2024
July 23, 2024	200		4,160,548	713,340	4,873,888	August 5, 2024
October 22, 2024	300		5,879,640	781,254	6,660,894	December 18, 2024
January 23, 2025	225		4,353,517	888,865	5,242,382	March 5, 2025
July 21, 2025(a)	300		5,926,098	1,003,254	6,929,352	September 29, 2025

*(a)*This accelerated share repurchase transaction consisted of two supplemental confirmations, each with a notional amount of $150 million.

The Bancorp increased the cost basis of shares repurchased during the years ended December 31, 2025 and 2024 by $4 million and $5 million, respectively, as a result of the excise tax on share repurchases.

Refer to Note 32 for further information on a subsequent event related to common stock and preferred stock.

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25. Stock-Based Compensation

Stock-based awards are eligible for issuance under the Bancorp’s Incentive Compensation Plan to executives, directors and key employees of the Bancorp and its subsidiaries. The 2024 Incentive Compensation Plan, which was approved by shareholders on April 16, 2024 and amended by the Human Capital and Compensation Committee on June 9, 2025, authorized the issuance of up to 55 million shares as equity compensation. The plan authorizes the issuance of RSUs, SARs, stock options, performance share or unit awards, restricted stock awards, dividend or dividend equivalent rights and stock awards. SARs have not been issued since 2024 and stock options have not been issued since 2008 as employee compensation under the Bancorp’s Incentive Compensation Plan. All outstanding stock options are as a result of replacement awards from acquisitions. As of December 31, 2025, there were 45.6 million shares available for future issuance. Based on total stock-based awards outstanding (including RSUs, SARs, stock options and PSAs) and shares remaining for future grants under the 2024 Incentive Compensation Plan, the potential dilution to which the Bancorp’s common shareholders are exposed due to the potential that stock-based compensation will be awarded to executives, directors or key employees of the Bancorp and its subsidiaries is 9%. RSUs, SARs, stock options and PSAs outstanding represent 2% of the Bancorp’s issued shares at December 31, 2025.

All of the Bancorp’s stock-based awards are to be settled with stock. The Bancorp has historically used treasury stock to settle stock-based awards, when available. RSUs are typically released after three or four years or ratably over three or four years of continued employment and receive dividend equivalents. Dividend equivalents are accrued and paid in cash when the underlying shares are distributed, except for certain RSUs which have the rights to receive dividend equivalents paid in cash at each dividend payment date. SARs, issued at fair value based on the closing price of the Bancorp’s common stock on the date of grant, have terms up to ten years and vest and typically become exercisable ratably over a three year period of continued employment or as set forth in the grant agreement. The Bancorp does not grant discounted SARs or stock options, re-price previously granted SARs or stock options or grant reload stock options. Stock options were previously issued at fair value based on the closing price of the Bancorp’s common stock on the date of grant, had up to ten year terms and vested and became fully exercisable ratably over a three or four-year period of continued employment. For PSAs that are eligible to receive dividend equivalents, the accrued cash dividends are adjusted by the payout percentage achieved on the underlying awards. PSAs have three-year cliff vesting terms with performance conditions as defined by the plan. All of the Bancorp’s executive stock-based awards contain an annual performance hurdle of 2% return on tangible common equity. If this threshold is not met in any one of the three years during the performance period, one-third of PSAs are forfeited. Additionally, if this threshold is not met, all RSUs and SARs that would vest in the next year may also be forfeited at the discretion of the Human Capital and Compensation Committee of the Board of Directors. The Bancorp met this threshold as of December 31, 2025.

Stock-based compensation expense was $163 million, $164 million and $169 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in compensation and benefits expense in the Consolidated Statements of Income. The total related income tax benefit recognized was $34 million, $34 million and $35 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Restricted Stock Units

The total grant-date fair value of RSUs that were released during the years ended December 31, 2025, 2024 and 2023 was $154 million, $141 million and $130 million, respectively. At December 31, 2025, there was $153 million of stock-based compensation expense related to outstanding RSUs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2025 of 2.2 years.

The following table summarizes RSUs activity for the years ended December 31:


	2025			2024			2023
RSUs (in thousands, except per unit data)	Units	Weighted-Average Grant-Date Fair Value Per Unit		Units	Weighted-Average Grant-Date Fair Value Per Unit		Units	Weighted-Average Grant-Date Fair Value Per Unit
Outstanding at January 1	10,764	$	36.12	10,365	$	37.63	9,906	$	38.04
Granted	3,437	43.66		4,546	33.87		4,763	34.94
Released	(4,133)	37.27		(3,751)	37.54		(3,696)	35.04
Forfeited	(411)	37.43		(396)	36.37		(608)	38.75
Outstanding at December 31	9,657	$	38.23	10,764	$	36.12	10,365	$	37.63

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The following table summarizes outstanding RSUs by grant-date fair value per unit at December 31, 2025:


	Outstanding RSUs
RSUs (in thousands)	Units	Weighted-Average Remaining Contractual Life (in years)
Under $25.00	304	0.1
$25.01-$30.00	321	0.3
$30.01-$35.00	3,188	1.1
$35.01-$40.00	2,017	0.7
$40.01-$45.00	3,114	1.6
$45.01 and over	713	0.2
All RSUs	9,657	1.1

Stock Appreciation Rights

There were no SARs granted during the year ended December 31, 2025. For the years ended December 31, 2024 and 2023, the Bancorp used assumptions, which were evaluated and revised as necessary, in estimating the grant-date fair value of each SAR grant.

The weighted-average assumptions were as follows for the years ended December 31:


	2024		2023
Expected life (in years)	7		7
Expected volatility	33	%	31
Expected dividend yield	4.2		3.6
Risk-free interest rate	4.1		3.8

The expected life was generally derived from historical exercise patterns and represented the amount of time that SARs granted were expected to be outstanding. The expected volatility was based on a combination of historical and implied volatilities of the Bancorp’s common stock. The expected dividend yield was based on annual dividends divided by the Bancorp’s stock price. Annual dividends were based on projected dividends, estimated using an expected long-term dividend payout ratio, over the estimated life of the awards. The risk-free interest rate for periods within the contractual life of the SARs was based on the U.S. Treasury yield curve in effect at the time of grant.

The grant-date fair value of SARs was measured using the Black-Scholes option-pricing model. The weighted-average grant-date fair value of SARs granted was $9.71 and $10.49 per share for the years ended December 31, 2024 and 2023, respectively. The total grant-date fair value of SARs that vested during each of the years ended December 31, 2025, 2024 and 2023 was $3 million.

At December 31, 2025, there was $1 million of stock-based compensation expense related to outstanding SARs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2025 of 1.1 years.

The following table summarizes SARs activity for the years ended December 31:


	2025			2024			2023
SARs (in thousands, except per share data)	Number of SARs	Weighted- Average Grant Price Per Share		Number of SARs	Weighted- Average Grant Price Per Share		Number of SARs	Weighted- Average Grant Price Per Share
Outstanding at January 1	4,636	$	26.80	7,331	$	23.72	9,112	$	22.22
Granted	—	—		316	33.51		253	37.19
Exercised	(1,372)	21.64		(3,010)	20.01		(2,011)	18.42
Forfeited or expired	—	—		(1)	19.01		(23)	40.36
Outstanding at December 31	3,264	$	28.96	4,636	$	26.80	7,331	$	23.72
Exercisable at December 31	2,973	$	28.42	4,063	$	25.39	6,796	$	22.44

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The following table summarizes outstanding and exercisable SARs by grant price per share at December 31, 2025:


	Outstanding SARs				Exercisable SARs
SARs (in thousands, except per share data)	Number of SARs	Weighted-Average Grant Price Per Share		Weighted- Average Remaining Contractual Life (in years)	Number of SARs	Weighted-Average Grant Price Per Share		Weighted- Average Remaining Contractual Life (in years)
$10.01-$20.00	759	$	17.89	0.3	759	$	17.89	0.3
$20.01-$30.00	1,177	26.97		1.8	1,177	26.97		1.8
$30.01-$40.00	1,085	34.28		6.0	794	34.19		5.4
Over $40.00	243	49.51		6.1	243	49.51		6.1
All SARs	3,264	$	28.96	3.2	2,973	$	28.42	2.7

Stock Options

There were no stock options granted during the years ended December 31, 2025, 2024 and 2023. The Bancorp generally utilizes the Black-Scholes option pricing model to measure the fair value of stock option grants.

The total intrinsic value of stock options exercised was $1 million, $2 million and $1 million for the years ended December 31, 2025, 2024 and 2023, respectively. Cash received from stock options exercised was $1 million, $2 million and $1 million for the years ended December 31, 2025, 2024 and 2023, respectively. No stock options vested during the years ended December 31, 2025, 2024 and 2023. As of December 31, 2025, the aggregate intrinsic value of both outstanding stock options and exercisable stock options was $1 million.

The following table summarizes stock options activity for the years ended December 31:


	2025			2024			2023
Stock Options (in thousands, except per share data)	Number of Options	Weighted-Average Exercise Price Per Share		Number of Options	Weighted-Average Exercise Price Per Share		Number of Options	Weighted-Average Exercise Price Per Share
Outstanding at January 1	95	$	22.03	224	$	21.45	312	$	21.65
Exercised	(34)	20.28		(129)	21.03		(86)	21.97
Forfeited or expired	—	—		—	—		(2)	27.71
Outstanding at December 31	61	$	23.01	95	$	22.03	224	$	21.45
Exercisable at December 31	61	$	23.01	95	$	22.03	224	$	21.45

The following table summarizes outstanding and exercisable stock options by exercise price per share at December 31, 2025:


	Outstanding Stock Options				Exercisable Stock Options
Stock Options (in thousands, except per share data)	Number of Options	Weighted-Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)	Number of Options	Weighted-Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)
$10.01-$20.00	23	$	18.41	0.2	23	$	18.41	0.2
$20.01-$30.00	38	25.88		1.7	38	25.88		1.7
All stock options	61	$	23.01	1.1	61	$	23.01	1.1

Other Stock-Based Compensation

PSAs are payable contingent upon the Bancorp achieving certain predefined performance targets over a three-year measurement period. Depending on performance, between zero and 1.3 million shares may be released to settle the PSAs outstanding at December 31, 2025 once the applicable performance periods are completed. Awards granted during the years ended December 31, 2025, 2024 and 2023 will be entirely settled in stock. The performance targets are based on the Bancorp’s performance relative to a defined peer group. PSAs use a performance-based metric based on return on average common equity in relation to peers. During the years ended December 31, 2025, 2024 and 2023, approximately 305 thousand, 295 thousand and 256 thousand PSAs, respectively, were granted by the Bancorp. These awards were granted at a weighted-average grant-date fair value of $44.35, $33.51 and $37.19 per unit during the years ended December 31, 2025, 2024 and 2023, respectively. During the years ended December 31, 2025, 2024 and 2023, approximately 409 thousand, 355 thousand and 395 thousand PSAs, respectively, were distributed to participants. These awards were distributed with a total grant date fair value of $19 million, $12 million and $12 million during the years ended December 31, 2025, 2024 and 2023, respectively.

The Bancorp sponsors an employee stock purchase plan that allows qualifying employees to purchase shares of the Bancorp’s common stock with a 15% match. During the years ended December 31, 2025, 2024 and 2023, there were approximately 471 thousand, 487 thousand and 768 thousand shares, respectively, purchased by participants. The Bancorp recognized expense of $3 million in the year ended December 31, 2025 and $2 million in both the years ended December 31, 2024 and 2023 related to this plan. This expense is included in compensation and

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benefits expense in the Consolidated Statements of Income. As of December 31, 2025, there were approximately 14.2 million shares available for future issuance, which represents the remaining shares of Fifth Third common stock under the Bancorp’s 2024 Employee Stock Purchase Plan.

26. Other Noninterest Income and Other Noninterest Expense

The following table presents the major components of other noninterest income and other noninterest expense for the years ended December 31:


($ in millions)	2025		2024	2023
Other noninterest income:
BOLI income	$	74	66	61
Equity method investment income	31		18	52
Private equity investment income	26		35	44
Income from the TRA associated with Worldpay, Inc.	—		11	22
Loss on swap associated with the sale of Visa, Inc. Class B Shares	(45)		(138)	(94)
Other, net	40		20	6
Total other noninterest income	$	126	12	91
Other noninterest expense:
FDIC insurance and other taxes	$	114	181	385
Data processing	82		81	87
Leasing business expense	73		92	121
Losses and adjustments	68		86	91
Dues and subscriptions	66		61	61
Travel	63		60	56
Donations	63		28	30
Securities recordkeeping	57		55	50
Professional service fees	53		49	53
Postal and courier	49		48	46
Other, net	227		232	245
Total other noninterest expense	$	915	973	1,225

27. Earnings Per Share

The following table provides the calculation of earnings per share and the reconciliation of earnings per share and earnings per diluted share for the years ended December 31:


($ in millions, except per share data)	2025		2024	2023

Net income available to common shareholders	$	2,376	2,155	2,212



Average common shares outstanding - basic	668		682	684
Effect of dilutive stock-based awards	5		5	4
Average common shares outstanding - diluted	673		687	688

Earnings per share - basic	$	3.56	3.16	3.23
Earnings per share - diluted	3.53		3.14	3.22

Anti-dilutive stock-based awards excluded from diluted shares	1		1	6

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28. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables summarize assets and liabilities measured at fair value on a recurring basis as of:


	Fair Value Measurements Using
December 31, 2025 ($ in millions)	Level 1		Level 2	Level 3	Total Fair Value
Assets:
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities	$	1,575	—	—	1,575

Mortgage-backed securities:
Agency residential mortgage-backed securities	—		8,623	—	8,623
Agency commercial mortgage-backed securities	—		20,187	—	20,187
Non-agency commercial mortgage-backed securities	—		2,833	—	2,833
Asset-backed securities and other debt securities	—		2,267	—	2,267
Available-for-sale debt and other securities(a)	1,575		33,910	—	35,485
Trading debt securities:
U.S. Treasury and federal agencies securities	482		12	—	494
Obligations of states and political subdivisions securities	—		63	—	63
Agency residential mortgage-backed securities	—		49	—	49
Asset-backed securities and other debt securities	—		451	—	451
Trading debt securities	482		575	—	1,057
Equity securities	436		17	—	453
Residential mortgage loans held for sale	—		658	—	658
Residential mortgage loans(b)	—		—	106	106
Servicing rights	—		—	1,598	1,598
Derivative assets:
Interest rate contracts	1		457	5	463
Foreign exchange contracts	—		659	—	659
Commodity contracts	224		522	—	746
Derivative assets(c)	225		1,638	5	1,868
Total assets	$	2,718	36,798	1,709	41,225
Liabilities:
Derivative liabilities:
Interest rate contracts	$	3	537	4	544
Foreign exchange contracts	—		628	—	628
Equity contracts	—		—	124	124
Commodity contracts	35		703	—	738
Derivative liabilities(d)	38		1,868	128	2,034
Short positions:
U.S. Treasury and federal agencies securities	82		3	—	85
Asset-backed securities and other debt securities	—		218	—	218
Equity securities	48		—	—	48
Short positions(d)	130		221	—	351
Total liabilities	$	168	2,089	128	2,385

*(a)*Excludes FHLB, FRB and DTCC restricted stock holdings totaling $167, $505 and $2, respectively, at December 31, 2025.

*(b)*Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.

*(c)*Included in other assets in the Consolidated Balance Sheets.

*(d)*Included in other liabilities in the Consolidated Balance Sheets.

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	Fair Value Measurements Using
December 31, 2024 ($ in millions)	Level 1		Level 2	Level 3	Total Fair Value
Assets:
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities	$	4,360	—	—	4,360

Mortgage-backed securities:
Agency residential mortgage-backed securities	—		5,681	—	5,681
Agency commercial mortgage-backed securities	—		20,832	—	20,832
Non-agency commercial mortgage-backed securities	—		4,167	—	4,167
Asset-backed securities and other debt securities	—		3,729	—	3,729
Available-for-sale debt and other securities(a)	4,360		34,409	—	38,769
Trading debt securities:
U.S. Treasury and federal agencies securities	591		35	—	626
Obligations of states and political subdivisions securities	—		120	—	120
Agency residential mortgage-backed securities	—		10	—	10
Asset-backed securities and other debt securities	—		429	—	429
Trading debt securities	591		594	—	1,185
Equity securities	307		34	—	341
Residential mortgage loans held for sale	—		574	—	574
Residential mortgage loans(b)	—		—	108	108
Servicing rights	—		—	1,704	1,704
Derivative assets:
Interest rate contracts	7		721	2	730
Foreign exchange contracts	—		1,167	—	1,167
Commodity contracts	75		500	—	575
Derivative assets(c)	82		2,388	2	2,472
Total assets	$	5,340	37,999	1,814	45,153
Liabilities:
Derivative liabilities:
Interest rate contracts	$	—	939	5	944
Foreign exchange contracts	—		1,120	—	1,120
Equity contracts	—		—	170	170
Commodity contracts	57		507	—	564
Derivative liabilities(d)	57		2,566	175	2,798
Short positions:
U.S. Treasury and federal agencies securities	139		—	—	139
Asset-backed securities and other debt securities	—		156	—	156
Equity securities	21		—	—	21
Short positions(d)	160		156	—	316
Total liabilities	$	217	2,722	175	3,114

*(a)*Excludes FHLB, FRB and DTCC restricted stock holdings totaling $276, $500 and $2, respectively, at December 31, 2024.

*(b)*Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.

*(c)*Included in other assets in the Consolidated Balance Sheets.

*(d)*Included in other liabilities in the Consolidated Balance Sheets.

The following is a description of the valuation methodologies used for significant instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Available-for-sale debt and other securities, trading debt securities and equity securities

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasury securities and equity securities. If quoted market prices are not available, then fair values are estimated using pricing models which primarily utilize quoted prices of securities with similar characteristics. Level 2 securities may include federal agencies securities, obligations of states and political subdivisions securities, agency residential mortgage-backed securities, agency and non-agency commercial mortgage-backed securities, asset-backed securities and other debt securities and equity securities. These securities are generally valued using a market approach based on observable prices of securities with similar characteristics.

Residential mortgage loans held for sale

For residential mortgage loans held for sale for which the fair value election has been made, fair value is estimated based upon mortgage-backed securities prices and spreads to those prices or, for certain ARM loans, DCF models that may incorporate the anticipated portfolio

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composition, credit spreads of asset-backed securities with similar collateral and market conditions. The anticipated portfolio composition includes the effect of interest rate spreads and discount rates due to loan characteristics such as the state in which the loan was originated, the loan amount and the ARM margin. Residential mortgage loans held for sale that are valued based on mortgage-backed securities prices are classified within Level 2 of the valuation hierarchy as the valuation is based on external pricing for similar instruments. ARM loans classified as held for sale are also classified within Level 2 of the valuation hierarchy due to the use of observable inputs in the DCF model. These observable inputs include interest rate spreads from agency mortgage-backed securities market rates and observable discount rates.

Residential mortgage loans

For residential mortgage loans for which the fair value election has been made, and that are reclassified from held for sale to held for investment, the fair value estimation is based on mortgage-backed securities prices, interest rate risk and an internally developed credit component. Therefore, these loans are transferred from Level 2 to Level 3 of the valuation hierarchy. An adverse change in the loss rate or severity assumption would result in a decrease in fair value of the related loans.

Servicing rights

MSRs do not trade in an active, open market with readily observable prices. While sales of MSRs do occur, the precise terms and conditions typically are not readily available. Accordingly, the Bancorp estimates the fair value of MSRs using internal OAS models with certain unobservable inputs, primarily prepayment speed assumptions, OAS and weighted-average lives, resulting in a classification within Level 3 of the valuation hierarchy. Refer to Note 13 for further information on the assumptions used in the valuation of the Bancorp’s MSRs.

Derivatives

Exchange-traded derivatives valued using quoted prices and certain over-the-counter derivatives valued using active bids are classified within Level 1 of the valuation hierarchy. Most of the Bancorp’s derivative contracts are valued using DCF or other models that incorporate current market interest rates, credit spreads assigned to the derivative counterparties and other market parameters and, therefore, are classified within Level 2 of the valuation hierarchy. Such derivatives include basic and structured interest rate, foreign exchange and commodity swaps and options. Derivatives that are valued based upon models with significant unobservable market parameters are classified within Level 3 of the valuation hierarchy. At December 31, 2025 and 2024, derivatives classified as Level 3, which are valued using models containing unobservable inputs, consisted primarily of a total return swap associated with the Bancorp’s sale of Visa, Inc. Class B Shares as well as IRLCs, which utilize internally generated loan closing rate assumptions as a significant unobservable input in the valuation process.

Under the terms of the total return swap, the Bancorp will make or receive payments based on subsequent changes in the conversion rate of the Visa, Inc. Class B Shares into Class A Shares. Additionally, the Bancorp will make a quarterly payment based on Visa’s stock price and the conversion rate of the Visa, Inc. Class B Shares into Class A Shares until the date on which the Covered Litigation is settled. The fair value of the total return swap was calculated using a DCF model based on unobservable inputs consisting of management’s estimate of the probability of certain litigation scenarios, the timing of the resolution of the Covered Litigation and Visa litigation loss estimates in excess, or shortfall, of the Bancorp’s proportional share of escrow funds.

An increase in the loss estimate or a delay in the resolution of the Covered Litigation would result in an increase in the fair value of the derivative liability; conversely, a decrease in the loss estimate or an acceleration of the resolution of the Covered Litigation would result in a decrease in the fair value of the derivative liability. Refer to Note 18 for additional information on the Covered Litigation.

Short positions

Where quoted prices are available in an active market, short positions are classified within Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasury securities and equity securities. If quoted market prices are not available, then fair values are estimated using pricing models which primarily utilize quoted prices of securities with similar characteristics and therefore are classified within Level 2 of the valuation hierarchy. Level 2 securities include federal agencies securities and asset-backed securities and other debt securities.

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The following tables are a reconciliation of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
For the year ended December 31, 2025 ($ in millions)	Residential Mortgage Loans		Servicing Rights	Interest Rate Derivatives, Net(a)	Equity Derivatives	Total Fair Value
Balance, beginning of period	$	108	1,704	(3)	(170)	1,639
Total (losses) gains (realized/unrealized):(b)
Included in earnings	6		(169)	65	(45)	(143)
Purchases/originations	—		63	(2)	—	61

Settlements	(12)		—	(59)	91	20
Transfers into Level 3(c)	4		—	—	—	4
Balance, end of period	$	106	1,598	1	(124)	1,581
The amount of total (losses) gains for the period included in earnings attributable to the change in unrealized gains or losses relating to instruments still held at December 31, 2025	$	6	(78)	8	(45)	(109)

*(a)*Net interest rate derivatives include derivative assets and liabilities of $5 and $4, respectively, as of December 31, 2025.

*(b)*There were no unrealized gains or losses for the period included in other comprehensive income for instruments still held at December 31, 2025.

*(c)*Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
For the year ended December 31, 2024 ($ in millions)	Residential Mortgage Loans		Servicing Rights	Interest Rate Derivatives, Net(a)	Equity Derivatives	Total Fair Value
Balance, beginning of period	$	116	1,737	—	(168)	1,685
Total (losses) gains (realized/unrealized):(b)
Included in earnings	(1)		(77)	41	(138)	(175)
Purchases/originations	—		49	(1)	—	48
Sales	—		(5)	—	—	(5)
Settlements	(11)		—	(43)	136	82
Transfers into Level 3(c)	4		—	—	—	4
Balance, end of period	$	108	1,704	(3)	(170)	1,639
The amount of total (losses) gains for the period included in earnings attributable to the change in unrealized gains or losses relating to instruments still held at December 31, 2024	$	(1)	14	6	(138)	(119)

*(a)*Net interest rate derivatives include derivative assets and liabilities of $2 and $5, respectively, as of December 31, 2024.

*(b)*There were no unrealized gains or losses for the period included in other comprehensive income for instruments still held at December 31, 2024.

*(c)*Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
For the year ended December 31, 2023 ($ in millions)	Residential Mortgage Loans		Servicing Rights	Interest Rate Derivatives, Net(a)	Equity Derivatives	Total Fair Value
Balance, beginning of period	$	123	1,746	(1)	(195)	1,673
Total (losses) gains (realized/unrealized):(b)
Included in earnings	2		(105)	53	(94)	(144)
Purchases/originations	—		96	(3)	—	93
Settlements	(15)		—	(49)	121	57
Transfers into Level 3(c)	6		—	—	—	6
Balance, end of period	$	116	1,737	—	(168)	1,685
The amount of total (losses) gains for the period included in earnings attributable to the change in unrealized gains or losses relating to instruments still held at December 31, 2023	$	2	(28)	5	(94)	(115)

*(a)*Net interest rate derivatives include $6 for both derivative assets and liabilities as of December 31, 2023.

*(b)*There were no unrealized gains or losses for the period included in other comprehensive income for instruments still held at December 31, 2023.

*(c)*Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.

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The total losses and gains included in earnings for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) were recorded in the Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023 as follows:


($ in millions)	2025		2024	2023
Mortgage banking net revenue	$	(101)	(38)	(54)
Capital markets fees	3		2	4
Other noninterest income	(45)		(139)	(94)
Total losses	$	(143)	(175)	(144)

The total losses and gains included in earnings attributable to changes in unrealized gains and losses related to Level 3 assets and liabilities still held at December 31, 2025, 2024 and 2023 were recorded in the Consolidated Statements of Income as follows:


($ in millions)	2025		2024	2023
Mortgage banking net revenue	$	(67)	18	(25)
Capital markets fees	3		2	4
Other noninterest income	(45)		(139)	(94)
Total losses	$	(109)	(119)	(115)

The following tables present information as of December 31, 2025 and 2024 about significant unobservable inputs related to the Bancorp’s material categories of Level 3 financial assets and liabilities measured at fair value on a recurring basis:


As of December 31, 2025 ($ in millions)
Financial Instrument	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range of Inputs			Weighted-Average
Residential mortgage loans	$	106	Loss rate model	Interest rate risk factor	(52.0)	-	6.6%		(9.4)	%	(a)
				Credit risk factor	—	-	0.8%		0.1	%	(a)
Servicing rights	1,598		DCF	Prepayment speed	—	-	80.0%	(Fixed)	7.2	%	(b)
								(Adjustable)	19.5	%	(b)
				OAS (bps)	335	-	1,827	(Fixed)	441		(b)
								(Adjustable)	719		(b)
IRLCs, net	5		DCF	Loan closing rates	19.9	-	96.0%		84.0	%	(c)
Swap associated with the sale of Visa, Inc. Class B Shares	(124)		DCF	Timing of the resolution of the Covered Litigation	Q4 2027	-	Q2 2029		Q2 2028		(d)

*(a)*Unobservable inputs were weighted by the relative carrying value of the instruments.

*(b)*Unobservable inputs were weighted by the relative unpaid principal balance of the instruments.

*(c)*Unobservable inputs were weighted by the relative notional amount of the instruments.

*(d)*Unobservable inputs were weighted by the probability of the final funding date of the instruments.


As of December 31, 2024 ($ in millions)
Financial Instrument	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range of Inputs			Weighted-Average
Residential mortgage loans	$	108	Loss rate model	Interest rate risk factor	(51.9)	-	4.6%		(13.3)	%	(a)
				Credit risk factor	—	-	0.5%		0.2	%	(a)
Servicing rights	1,704		DCF	Prepayment speed	—	-	100.0%	(Fixed)	5.8	%	(b)
								(Adjustable)	16.9	%	(b)
				OAS (bps)	420	-	1,823	(Fixed)	459		(b)
								(Adjustable)	731		(b)
IRLCs, net	2		DCF	Loan closing rates	20.8	-	96.0%		83.5	%	(c)
Swap associated with the sale of Visa, Inc. Class B Shares	(170)		DCF	Timing of the resolution of the Covered Litigation	Q2 2027	-	Q1 2028		Q4 2027		(d)

*(a)*Unobservable inputs were weighted by the relative carrying value of the instruments.

*(b)*Unobservable inputs were weighted by the relative unpaid principal balance of the instruments.

*(c)*Unobservable inputs were weighted by the relative notional amount of the instruments.

*(d)*Unobservable inputs were weighted by the probability of the final funding date of the instruments.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

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The following tables provide the fair value hierarchy and carrying amount of all assets that were held as of December 31, 2025 and 2024, and for which a nonrecurring fair value adjustment was recorded during the years ended December 31, 2025 and 2024, and the related gains and losses from fair value adjustments on assets sold during the period as well as assets still held as of the end of the period.


	Fair Value Measurements Using					Total (Losses) Gains
As of December 31, 2025 ($ in millions)	Level 1		Level 2	Level 3	Total	For the year ended December 31, 2025

Commercial loans and leases	$	—	—	146	146	(524)
Consumer and residential mortgage loans	—		—	235	235	(12)
OREO	—		—	4	4	8
Bank premises and equipment	—		—	1	1	(1)

Private equity investments	—		13	—	13	4
Total	$	—	13	386	399	(525)

	Fair Value Measurements Using					Total (Losses) Gains
As of December 31, 2024 ($ in millions)	Level 1		Level 2	Level 3	Total	For the year ended December 31, 2024
Commercial loans held for sale	$	—	—	6	6	(1)
Commercial loans and leases	—		—	168	168	(245)
Consumer and residential mortgage loans	—		—	215	215	(17)
OREO	—		—	2	2	(2)
Bank premises and equipment	—		—	7	7	(1)

Private equity investments	—		3	—	3	11
Total	$	—	3	398	401	(255)


As of December 31, 2025 ($ in millions)
Financial Instrument	Fair Value		Valuation Technique	Significant Unobservable Inputs	Ranges of Inputs	Weighted-Average

Commercial loans and leases	$	146	Appraised value	Collateral value	NM	NM
Consumer and residential mortgage loans	235		Appraised value	Collateral value	NM	NM
OREO	4		Appraised value	Appraised value	NM	NM
Bank premises and equipment	1		Appraised value	Appraised value	NM	NM



As of December 31, 2024 ($ in millions)
Financial Instrument	Fair Value		Valuation Technique	Significant Unobservable Inputs	Ranges of Inputs	Weighted-Average
Commercial loans held for sale	$	6	Comparable company analysis	Market comparable transactions	NM	NM
Commercial loans and leases	168		Appraised value	Collateral value	NM	NM
Consumer and residential mortgage loans	215		Appraised value	Collateral value	NM	NM
OREO	2		Appraised value	Appraised value	NM	NM
Bank premises and equipment	7		Appraised value	Appraised value	NM	NM

Commercial loans held for sale

The Bancorp estimated the fair value of certain commercial loans held for sale during the year ended December 31, 2024. These valuations were based on appraisals of the underlying collateral or by applying unobservable inputs such as an estimated market discount to the unpaid principal balance of the loans or the appraised value of the assets (Level 3 of the valuation hierarchy).

Portfolio loans and leases

During the years ended December 31, 2025 and 2024, the Bancorp recorded nonrecurring adjustments to certain portfolio loans and leases. These valuations were based on appraisals of the underlying collateral or by applying unobservable inputs such as an estimated market discount to the unpaid principal balance of the loans or the appraised value of the assets (Level 3 of the valuation hierarchy).

OREO

During the years ended December 31, 2025 and 2024, the Bancorp recorded nonrecurring adjustments to certain commercial and residential real estate properties and branch-related real estate no longer intended to be used for banking purposes classified as OREO and measured at the lower of carrying amount or fair value. These nonrecurring adjustments were primarily due to changes in real estate values of the properties recognized upon the transfer, or subsequent to the transfer, to OREO as well as gains or losses upon the sale of OREO. The fair

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value amounts are generally based on appraisals of the property values, resulting in a classification within Level 3 of the valuation hierarchy. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

Bank premises and equipment

The Bancorp performs assessments of the recoverability of long-lived assets when events or changes in circumstances indicate that their carrying values may not be recoverable. These properties were written down to their lower of cost or market values. At least annually thereafter, the Bancorp will review these properties for market fluctuations. The fair value amounts were generally based on appraisals of the property values, resulting in a classification within Level 3 of the valuation hierarchy.

Private equity investments

The Bancorp accounts for its private equity investments using the measurement alternative to fair value, except for those accounted for under the equity method of accounting. Under the measurement alternative, the Bancorp carries each investment at its cost basis minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Bancorp recognized gains of $4 million and $11 million during the years ended December 31, 2025 and 2024, respectively, resulting from observable price changes. The carrying value of the Bancorp’s private equity investments still held as of December 31, 2025 includes a cumulative $23 million of positive adjustments as a result of observable price changes since January 1, 2018. Because these adjustments are based on observable transactions in inactive markets, they are classified in Level 2 of the fair value hierarchy.

For private equity investments which are accounted for using the measurement alternative to fair value, the Bancorp qualitatively evaluates each investment quarterly to determine if impairment may exist. If necessary, the Bancorp then measures impairment by estimating the value of its investment and comparing that to the investment’s carrying value, whether or not the Bancorp considers the impairment to be temporary. These valuations are typically developed using a DCF method, but other methods may be used if more appropriate for the circumstances. These valuations are based on unobservable inputs and therefore are classified in Level 3 of the fair value hierarchy. The Bancorp recognized an immaterial amount of impairment charges on its private equity investments during the year ended December 31, 2025 and did not recognize impairment charges during the year ended December 31, 2024. The carrying value of the Bancorp’s private equity investments still held as of December 31, 2025 includes a cumulative $15 million of impairment charges recognized since adoption of the measurement alternative to fair value on January 1, 2018.

Fair Value Option

The Bancorp elected to measure certain residential mortgage loans held for sale under the fair value option as allowed under U.S. GAAP. Electing to measure residential mortgage loans held for sale at fair value reduces certain timing differences and better matches changes in the value of these assets with changes in the value of derivatives used as economic hedges for these assets. Management’s intent to sell residential mortgage loans classified as held for sale may change over time due to such factors as changes in the overall liquidity in markets or changes in characteristics specific to certain loans held for sale. Consequently, these loans may be reclassified to loans held for investment and maintained in the Bancorp’s loan portfolio. In such cases, the loans will continue to be measured at fair value.

Fair value changes recognized in earnings for residential mortgage loans held at December 31, 2025 and 2024 for which the fair value option was elected included losses of $42 million and $11 million, respectively. These changes are reported in mortgage banking net revenue in the Consolidated Statements of Income.

Valuation adjustments related to instrument-specific credit risk for residential mortgage loans measured at fair value negatively impacted the fair value of those loans by an immaterial amount at both December 31, 2025 and 2024. Interest on loans measured at fair value is accrued as it is earned using the effective interest method and is reported as interest income in the Consolidated Statements of Income.

The following table summarizes the fair value and the unpaid principal balance for residential mortgage loans measured at fair value as of:


December 31, 2025 ($ in millions)	Aggregate Fair Value		Aggregate Unpaid Principal Balance
Residential mortgage loans measured at fair value	$	764	758
Past due loans of 30-89 days	2		2

Nonaccrual loans	4		4
December 31, 2024
Residential mortgage loans measured at fair value	$	682	693
Past due loans of 30-89 days	1		1
Past due loans of 90 days or more	1		1
Nonaccrual loans	2		2

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Fair Value of Certain Financial Instruments

The following tables summarize the carrying amounts and estimated fair values for certain financial instruments, excluding financial instruments measured at fair value on a recurring basis:


	Net Carrying		Fair Value Measurements Using			Total
As of December 31, 2025 ($ in millions)	Amount		Level 1	Level 2	Level 3	Fair Value
Financial assets:
Cash and due from banks	$	3,499	3,499	—	—	3,499
Other short-term investments	18,876		18,876	—	—	18,876
Other securities	674		—	674	—	674
Held-to-maturity securities	11,368		2,457	8,945	2	11,404
Loans and leases held for sale	75		—	—	75	75
Portfolio loans and leases:
Commercial loans and leases	72,376		—	—	73,628	73,628
Consumer and residential mortgage loans	47,916		—	—	47,724	47,724
Total portfolio loans and leases, net	$	120,292	—	—	121,352	121,352
Financial liabilities:
Deposits	$	171,819	—	171,899	—	171,899
Short-term borrowings	926		226	700	—	926
Long-term debt	13,579		5,067	8,938	—	14,005

	Net Carrying		Fair Value Measurements Using			Total
As of December 31, 2024 ($ in millions)	Amount		Level 1	Level 2	Level 3	Fair Value
Financial assets:
Cash and due from banks	$	3,014	3,014	—	—	3,014
Other short-term investments	17,120		17,120	—	—	17,120
Other securities	778		—	778	—	778
Held-to-maturity securities	11,278		2,344	8,619	2	10,965
Loans and leases held for sale	66		—	—	66	66
Portfolio loans and leases:
Commercial loans and leases	72,139		—	—	72,319	72,319
Consumer and residential mortgage loans	45,192		—	—	42,155	42,155
Total portfolio loans and leases, net	$	117,331	—	—	114,474	114,474
Financial liabilities:
Deposits	$	167,252	—	167,353	—	167,353
Short-term borrowings	4,654		204	4,459	—	4,663
Long-term debt	14,440		3,753	10,835	—	14,588

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29. Regulatory Capital Requirements and Capital Ratios

The Board of Governors of the Federal Reserve System issued capital adequacy guidelines pursuant to which it assesses the adequacy of capital in examining and supervising a BHC. These guidelines include quantitative measures that assign risk weightings to certain on- and off-balance sheet exposures and define and set minimum regulatory capital requirements as well as the measure of well-capitalized status. Additionally, the U.S. banking agencies issued similar guidelines for minimum regulatory capital requirements and well-capitalized measurements for banking subsidiaries.

Failure to meet the minimum capital requirements or falling below the well-capitalized measure can initiate certain actions by regulators that could have a direct material effect on the Consolidated Financial Statements of the Bancorp. The Bancorp is subject to the stress capital buffer requirement and must maintain capital ratios above its buffered minimum (regulatory minimum plus stress capital buffer) in order to avoid certain limitations on capital distributions and discretionary bonuses to executive officers. The FRB uses the supervisory stress test to determine the Bancorp’s stress capital buffer, subject to a floor of 2.5%. At both December 31, 2025 and 2024, the Bancorp’s stress capital buffer requirement was 3.2%. The Bancorp’s capital ratios have exceeded the buffered minimum for all periods presented.

The Bancorp and its banking subsidiary, Fifth Third Bank, National Association, had CET1 risk-based capital, Tier 1 risk-based capital, Total risk-based capital and Leverage ratios above the well-capitalized levels at both December 31, 2025 and 2024. To continue to qualify for financial holding company status pursuant to the Gramm-Leach-Bliley Act of 1999, the Bancorp’s banking subsidiary must, among other things, maintain well-capitalized capital ratios.

The following table presents the prescribed capital ratios as well as the actual ratios and amounts for the Bancorp and Bank as of December 31:


	Regulatory Ratio Requirements			2025				2024(a)
($ in millions)	Minimum		Well-Capitalized	Ratio		Amount		Ratio		Amount
CET1 risk-based capital:
Fifth Third Bancorp	4.50	%	N/A	10.81	%	$	18,099	10.57	%	$	17,339
Fifth Third Bank, National Association	4.50		6.50	13.09		21,766		12.86		20,943
Tier 1 risk-based capital:
Fifth Third Bancorp	6.00		6.00	11.87		19,869		11.86		19,455
Fifth Third Bank, National Association	6.00		8.00	13.09		21,766		12.86		20,943
Total risk-based capital:
Fifth Third Bancorp	8.00		10.00	13.78		23,066		13.86		22,746
Fifth Third Bank, National Association	8.00		10.00	14.33		23,833		14.19		23,116
Leverage:(b)
Fifth Third Bancorp	4.00		N/A	9.41		19,869		9.22		19,455
Fifth Third Bank, National Association	4.00		5.00	10.41		21,766		10.02		20,943

*(a)*Regulatory capital ratios and amounts as of December 31, 2024 were calculated pursuant to the five-year transition provision option to phase in the effects of CECL on regulatory capital. This has been fully phased in as of January 1, 2025.

*(b)*Quarterly average assets are a component of the leverage ratio and, for this purpose, do not include goodwill or any other assets that the U.S. banking agencies determine should be deducted from Tier 1 capital.

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30. Parent Company Financial Statements


Condensed Statements of Income (Parent Company Only)
For the years ended December 31 ($ in millions)	2025		2024	2023
Income
Dividends from consolidated nonbank subsidiaries(a)	$	2,185	1,800	1,819
Securities gains, net	2		3	4
Interest	116		85	63
Total income	2,303		1,888	1,886
Expenses
Interest	517		553	525
Other	36		27	39
Total expenses	553		580	564
Income Before Income Taxes and Equity in Undistributed Earnings of Subsidiaries	1,750		1,308	1,322
Applicable income tax benefit	(98)		(115)	(112)
Income Before Equity in Undistributed Earnings of Subsidiaries	1,848		1,423	1,434
Equity in undistributed earnings	674		891	915
Net Income	$	2,522	2,314	2,349
Other Comprehensive Income	—		—	—
Comprehensive Income	$	2,522	2,314	2,349

*(a)*Includes dividends paid by the Bancorp’s indirect banking and nonbanking subsidiaries to the Bancorp’s direct nonbank subsidiary holding company of $2.2 billion for the year ended December 31, 2025 and $1.8 billion for both the years ended December 31, 2024 and 2023.


Condensed Balance Sheets (Parent Company Only)
As of December 31 ($ in millions)	2025		2024
Assets
Cash	$	974	969
Other short-term investments	2,213		3,106
Available-for-sale debt and other securities	2,500		2,500
Equity securities	26		29
Loans to nonbank subsidiaries	—		5
Investment in nonbank subsidiaries	25,253		22,891
Goodwill	80		80
Other assets	125		156
Total Assets	$	31,171	29,736
Liabilities
Short-term borrowings	$	3	3
Accrued expenses and other liabilities	558		567
Long-term debt (external)	8,886		9,521
Total Liabilities	$	9,447	10,091
Equity
Common stock	$	2,051	2,051
Preferred stock	1,770		2,116
Capital surplus	3,831		3,804
Retained earnings	25,488		24,150
Accumulated other comprehensive loss	(3,110)		(4,636)
Treasury stock	(8,306)		(7,840)
Total Equity	21,724		19,645
Total Liabilities and Equity	$	31,171	29,736

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Condensed Statements of Cash Flows (Parent Company Only)
For the years ended December 31 ($ in millions)	2025		2024	2023
Operating Activities
Net income	$	2,522	2,314	2,349
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and accretion	7		7	7
Provision for deferred income taxes	1		2	1
Securities gains, net	(2)		(3)	(4)
Equity in undistributed earnings	(674)		(891)	(915)
Net change in:
Equity securities	5		8	4
Other assets	128		(49)	147
Accrued expenses and other liabilities	(19)		(60)	(126)
Net Cash Provided by Operating Activities	1,968		1,328	1,463
Investing Activities
Proceeds from maturities of securities issued by subsidiary	2,500		1,000	1,000
Purchase of securities issued by subsidiary	(2,500)		(2,500)	(1,000)
Net change in:
Other short-term investments	893		3,394	(833)
Loans to nonbank subsidiaries	5		(5)	60
Other	(2)		—	—
Net Cash Provided by (Used in) Investing Activities	896		1,889	(773)
Financing Activities
Net change in short-term borrowings	—		3	(121)
Proceeds from issuance of long-term debt	—		1,742	1,244
Repayment of long-term debt	(750)		(2,250)	(500)
Dividends paid on common and preferred stock	(1,163)		(1,176)	(1,060)
Repurchase of treasury stock and related forward contract	(525)		(625)	(200)

Redemption of preferred stock, Series L	(350)		—	—
Other, net	(71)		(62)	(53)
Net Cash Used in Financing Activities	(2,859)		(2,368)	(690)
Increase in Cash	5		849	—
Cash at Beginning of Period	969		120	120
Cash at End of Period	$	974	969	120

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31. Business Segments

The Bancorp has three reportable segments: Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management. The Bancorp’s reportable segments have been determined based on its management structure and management accounting practices. This presentation is aligned with how results are reviewed internally by the Bancorp’s Chairman, Chief Executive Officer and President, which the Bancorp has determined to be its Chief Operating Decision Maker (“CODM”). For each of the Bancorp’s segments, the CODM primarily uses segment income before income taxes on an FTE basis to allocate resources such as employees and capital. The CODM also monitors trends in net interest income, noninterest income and noninterest expense to evaluate the financial performance of each segment and make resource allocation decisions. These decisions also consider segment-specific events and circumstances, general market conditions, forecasts and variances to annual budgets. Additionally, the CODM uses segment average assets as a measure to allocate resources to the segments.

The Bancorp manages interest rate risk centrally at the corporate level. By employing an FTP methodology, the segments are insulated from most benchmark interest rate volatility, enabling them to focus on serving customers through the origination of loans and acceptance of deposits. The FTP methodology assigns charge and credit rates to classes of assets and liabilities, respectively, based on the estimated amount and timing of the cash flows for each transaction. Assigning the FTP rate based on matching the duration of cash flows allocates interest income and interest expense to each segment so its resulting net interest income is insulated from future changes in benchmark interest rates. The Bancorp’s FTP methodology also allocates the contribution to net interest income of the asset-generating and deposit-providing businesses on a duration-adjusted basis to better attribute the driver of the performance. As the asset and liability durations are not perfectly matched, the residual impact of the FTP methodology is captured in General Corporate and Other. The charge and credit rates are determined using the FTP rate curve, which is based on an estimate of Fifth Third’s marginal borrowing cost in the wholesale funding markets. The FTP curve is constructed using the U.S. swap curve, brokered CD pricing and unsecured debt pricing.

The Bancorp adjusts the FTP charge and credit rates as dictated by changes in interest rates for various interest-earning assets and interest-bearing liabilities and by the review of behavioral assumptions, such as prepayment rates on interest-earning assets and the estimated durations for indeterminate-lived deposits. Key assumptions, including the credit rates provided for deposit accounts, are reviewed at a minimum, annually. Credit rates for deposit products and charge rates for loan products may be reset more frequently in response to changes in market conditions.

The Bancorp’s methodology for allocating provision for credit losses to the segments includes charges or benefits associated with changes in criticized commercial loan levels in addition to actual net charge-offs experienced by the loans and leases owned by each segment. Provision for credit losses attributable to loan and lease growth and changes in ALLL factors is captured in General Corporate and Other. The financial results of the segments also include allocations for shared services and headquarters expenses, which are included within other noninterest expense. Additionally, the segments form synergies by taking advantage of relationship depth opportunities and funding operations by accessing the capital markets as a collective unit.

The following is a description of each of the Bancorp’s segments and the products and services they provide to their respective client bases.

Commercial Banking offers credit intermediation, cash management and financial services to large and middle-market businesses and government and professional customers. In addition to the traditional lending and depository offerings, Commercial Banking products and services include global cash management, foreign exchange and international trade finance, derivatives and capital markets services, asset-based lending, real estate finance, public finance, commercial leasing and syndicated finance.

Consumer and Small Business Banking provides a full range of deposit and loan products to individuals and small businesses through a network of full-service banking centers and relationships with indirect and correspondent loan originators in addition to providing products designed to meet the specific needs of small businesses, including cash management services. Consumer and Small Business Banking includes the Bancorp’s residential mortgage, home equity loans and lines of credit, credit cards, automobile and other indirect lending, solar energy installation and other consumer lending activities. Residential mortgage activities include the origination, retention and servicing of residential mortgage loans, sales and securitizations of those loans and all associated hedging activities. Indirect lending activities include extending loans to consumers through automobile dealers, motorcycle dealers, powersport dealers, recreational vehicle dealers and marine dealers. Solar energy installation loans and certain other consumer loans are originated through a network of contractors and installers.

Wealth and Asset Management provides a full range of wealth management solutions for individuals, companies and not-for-profit organizations, including wealth planning, investment management, banking, insurance, trust and estate services. These offerings include retail brokerage services for individual clients, advisory services for institutional clients including middle market businesses, non-profits, states and municipalities, and wealth management strategies and products for high net worth and ultra-high net worth clients.

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The following tables present the results of operations and average assets by segment for the years ended December 31:


2025 ($ in millions)	Commercial Banking		Consumer and Small Business Banking	Wealth and Asset Management	General Corporate and Other(c)	Total
Net interest income (FTE)(a)	$	2,323	4,168	213	(702)	6,002
Provision for (benefit from) credit losses	451		325	(2)	(112)	662
Net interest income after provision for (benefit from) credit losses	$	1,872	3,843	215	(590)	5,340
Noninterest income:
Wealth and asset management revenue	$	2	279	422	1	704
Commercial payments revenue	553		87	1	(11)	630
Consumer banking revenue	—		569	2	—	571
Capital markets fees	412		2	2	(1)	415
Commercial banking revenue	344		4	1	—	349
Mortgage banking net revenue	—		226	1	—	227
Other noninterest income	59		26	2	39	126
Securities gains (losses), net	(7)		—	—	20	13

Total noninterest income	$	1,363	1,193	431	48	3,035
Noninterest expense:
Compensation and benefits	$	637	935	226	1,017	2,815
Technology and communications	15		32	—	469	516
Net occupancy expense	36		217	13	83	349
Equipment expense	31		58	—	80	169
Loan and lease expense	38		83	1	24	146
Marketing expense	4		91	1	46	142
Card and processing expense	18		72	2	—	92
Other noninterest expense(b)	1,114		1,103	151	(1,453)	915
Total noninterest expense	$	1,893	2,591	394	266	5,144
Income (loss) before income taxes (FTE)(a)	$	1,342	2,445	252	(808)	3,231



Average assets	$	77,765	56,107	4,832	72,779	211,483

*(a)*Includes FTE adjustments of $11 for Commercial Banking and $9 for General Corporate and Other.

*(b)*Includes segment expenses which are classified as other noninterest expense and allocations of corporate and shared services expenses.

*(c)*General Corporate and Other is not a reportable segment and is presented for reconciliation purposes.

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2024 ($ in millions)	Commercial Banking		Consumer and Small Business Banking	Wealth and Asset Management	General Corporate and Other(c)	Total
Net interest income (FTE)(a)	$	2,544	4,272	210	(1,372)	5,654
Provision for (benefit from) credit losses	304		322	—	(96)	530
Net interest income after provision for (benefit from) credit losses	$	2,240	3,950	210	(1,276)	5,124
Noninterest income:
Wealth and asset management revenue	$	3	247	397	—	647
Commercial payments revenue	519		86	1	2	608
Consumer banking revenue	—		551	2	2	555
Capital markets fees	420		3	2	(1)	424
Commercial banking revenue	373		4	—	—	377
Mortgage banking net revenue	—		210	1	—	211
Other noninterest income	52		5	1	(46)	12
Securities gains, net	1		—	—	14	15

Total noninterest income	$	1,368	1,106	404	(29)	2,849
Noninterest expense:
Compensation and benefits	$	643	895	222	1,003	2,763
Technology and communications	14		30	1	429	474
Net occupancy expense	34		214	12	79	339
Equipment expense	28		51	—	74	153
Loan and lease expense	29		82	1	20	132
Marketing expense	3		68	1	43	115
Card and processing expense	9		75	1	(1)	84
Other noninterest expense(b)	1,087		1,104	149	(1,367)	973
Total noninterest expense	$	1,847	2,519	387	280	5,033
Income (loss) before income taxes (FTE)(a)	$	1,761	2,537	227	(1,585)	2,940



Average assets	$	76,463	52,341	4,390	79,612	212,806

*(a)*Includes FTE adjustments of $15 for Commercial Banking and $9 for General Corporate and Other.

*(b)*Includes segment expenses which are classified as other noninterest expense and allocations of corporate and shared services expenses.

*(c)*General Corporate and Other is not a reportable segment and is presented for reconciliation purposes.

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2023 ($ in millions)	Commercial Banking		Consumer and Small Business Banking	Wealth and Asset Management	General Corporate and Other(c)	Total
Net interest income (FTE)(a)	$	3,693	5,342	360	(3,543)	5,852
Provision for credit losses	12		303	1	199	515
Net interest income after provision for credit losses	$	3,681	5,039	359	(3,742)	5,337
Noninterest income:
Wealth and asset management revenue	$	2	216	363	—	581
Commercial payments revenue	464		94	1	5	564
Consumer banking revenue	—		544	2	—	546
Capital markets fees	418		3	1	—	422
Commercial banking revenue	406		2	—	1	409
Mortgage banking net revenue	—		250	—	—	250
Other noninterest income	64		7	2	18	91
Securities gains (losses), net	(9)		—	—	27	18

Total noninterest income	$	1,345	1,116	369	51	2,881
Noninterest expense:
Compensation and benefits	$	642	890	220	942	2,694
Technology and communications	14		27	1	422	464
Net occupancy expense	40		210	12	69	331
Equipment expense	29		44	—	75	148
Loan and lease expense	29		87	1	16	133
Marketing expense	3		70	1	52	126
Card and processing expense	11		76	1	(4)	84
Other noninterest expense(b)	1,194		1,152	139	(1,260)	1,225
Total noninterest expense	$	1,962	2,556	375	312	5,205
Income (loss) before income taxes (FTE)(a)	$	3,064	3,599	353	(4,003)	3,013



Average assets	$	82,392	51,660	4,678	69,696	208,426

*(a)*Includes FTE adjustments of $16 for Commercial Banking and $9 for General Corporate and Other.

*(b)*Includes segment expenses which are classified as other noninterest expense and allocations of corporate and shared services expenses.

*(c)*General Corporate and Other is not a reportable segment and is presented for reconciliation purposes.

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32. Business Combination

On February 1, 2026, Fifth Third Bancorp closed the merger with Comerica Incorporated in an all-stock transaction valued at approximately $12.7 billion. Comerica was headquartered in Dallas, Texas, with approximately 352 banking center locations primarily located in Michigan, Texas and California. Comerica had two wholly-owned banking subsidiaries, Comerica Bank and Comerica Bank & Trust, National Association, which were both merged into Fifth Third Bank, National Association on February 1, 2026. The merger resulted in a combined company that is one of the largest banks in the U.S., with a strengthened competitive position in the Midwest and significant operations in high-growth U.S. markets, including key regions in the Southeast, Texas and California.

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.

On February 1, 2026, the Bancorp issued approximately 240 million shares of its common stock to holders of Comerica common stock as of the acquisition date, representing a value per common share of $93.73, based on the $50.22 closing price of Fifth Third Bancorp’s common stock on January 30, 2026. Fractional shares were not issued and were instead paid in cash. Upon closing of the transaction, all shares of Comerica common stock were cancelled and retired. Additionally, on February 1, 2026, the Bancorp issued 16,000,000 depository shares, representing 400,000 shares of 6.875% fixed-rate reset non-cumulative perpetual preferred stock, Series M to the holders of Comerica’s 6.875% fixed-rate reset non-cumulative perpetual preferred stock, Series B that were outstanding on January 30, 2026. Each Series M share has a $1,000 liquidation preference and accrues dividends on a non-cumulative quarterly basis, initially beginning on January 1, 2026 with a first dividend payment date of April 1, 2026. Subject to any required regulatory approval, the Bancorp may redeem the Series M preferred shares at its option, in whole or in part, on any dividend payment date on or after October 1, 2030 and may redeem, in whole but not in part, within 90 days following a regulatory capital event. The Series M preferred shares are not convertible into Bancorp common shares or any other securities.

As of December 31, 2025, Comerica reported total assets of approximately $80 billion, including $51 billion of loans, and approximately $72 billion of liabilities, including $65 billion of deposits.

The acquisition of Comerica constituted a business combination and will be accounted for under the acquisition method of accounting. Accordingly, the purchase price will be allocated to the assets acquired and liabilities assumed primarily based on their fair values as of the acquisition date. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and are subject to change. Given the close proximity between the transaction closing date and the filing of the Bancorp’s Annual Report on Form 10-K, the preliminary purchase price allocation is not yet complete, and it is impracticable to disclose the preliminary purchase price allocation or supplemental unaudited pro forma financial information. Management expects to complete the initial accounting for this merger, including the purchase price allocation, by the filing of the Bancorp’s Quarterly Report on Form 10-Q for the period ending March 31, 2026.

33. Subsequent Event

On January 29, 2026, the Bancorp issued and sold $1.0 billion of fixed-rate/floating-rate senior notes which will mature on April 29, 2032. The senior notes will bear interest at a rate of 4.566% per annum to, but excluding, April 29, 2031. From, and including, April 29, 2031 to, but excluding, the maturity date, the senior notes will bear interest at a rate of compounded SOFR plus 0.95%. The senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to April 29, 2031, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, plus accrued and unpaid interest, or (b) the sum of the present value of the remaining scheduled payments of principal and interest, plus accrued and unpaid interest. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole, but not in part, one year prior to their maturity date, or in whole or in part beginning 30 days prior to maturity, at par plus accrued and unpaid interest.

On January 29, 2026, the Bancorp issued and sold $1.0 billion of fixed-rate/floating-rate senior notes which will mature on January 29, 2037. The senior notes will bear interest at a rate of 5.141% per annum to, but excluding, January 29, 2036. From, and including, January 29, 2036 to, but excluding, the maturity date, the senior notes will bear interest at a rate of compounded SOFR plus 1.24%. The senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to January 29, 2036, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, plus accrued and unpaid interest, or (b) the sum of the present value of the remaining scheduled payments of principal and interest, plus accrued and unpaid interest. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole, but not in part, one year prior to their maturity date, or in whole or in part beginning 90 days prior to maturity, at par plus accrued and unpaid interest.

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