Fifth Third Bancorp FITB · USD

Business SegmentsThe 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.

Commitments, Contingent Liabilities and GuaranteesThe 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.CommitmentsThe 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)20252024Commitments to extend credit$84,405 80,680 Letters of credit2,095 1,952 Forward contracts related to residential mortgage loans measured at fair value1,072 881 Capital commitments for private equity investments310 219 Capital expenditures147 80 Purchase obligations— 27 Commitments to extend creditCommitments 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.

Long-Term DebtThe following table is a summary of the Bancorp’s long-term borrowings at December 31:($ in millions)MaturityInterest Rate20252024Parent CompanySenior:Fixed-rate notes20252.375%$— 750 Fixed-rate notes20272.55%749 748 Fixed-rate/floating-rate notes(c)20271.707%489 472 Fixed-rate notes20283.95%649 648 Fixed-rate/floating-rate notes(c)20284.055%396 387 Fixed-rate/floating-rate notes(c)20286.361%1,012 999 Fixed-rate/floating-rate notes(c)20296.339%1,247 1,246 Fixed-rate/floating-rate notes(c)20304.772%971 933 Fixed-rate/floating-rate notes(c)20304.895%747 747 Fixed-rate/floating-rate notes(c)20325.631%996 996 Fixed-rate/floating-rate notes(c)20334.337%567 544 Subordinated:(a)Fixed-rate notes20388.25%1,063 1,051 SubsidiariesSenior:Fixed-rate notes20253.95%— 747 Fixed-rate notes20272.25%600 599 Fixed-rate/floating-rate notes(c)20284.967%699 — Floating-rate notes(a)(b)20284.753%299 — Subordinated:(a)Fixed-rate notes20263.85%750 750 Junior subordinated: Floating-rate debentures(a)(b)20355.40%-5.67%55 54 FHLB advances(d)2026-20474.91%1,505 1,508 Notes associated with consolidated VIEs:Automobile loan securitization2028-20315.52%-5.53%425 816 Solar loan securitization, fixed-rate notes20384.05%-7.00%25 30 Other2026-2052Varies345 312 Total$13,589 14,337 (a)In aggregate, $1.1 billion and $1.3 billion qualifies as Tier 2 capital for regulatory capital purposes for the years ended December 31, 2025 and 2024, respectively.(b)These rates reflect the floating rates as of December 31, 2025.(c)This rate reflects the fixed rate in effect as of December 31, 2025.(d)This rate reflects the weighted-average rate as of December 31, 2025.The Bancorp pays down long-term debt in accordance with contractual terms over maturity periods summarized in the previous table. The aggregate annual maturities of long-term debt obligations (based on final maturity dates) as of December 31, 2025 are presented in the following table:($ in millions)Parent CompanySubsidiariesTotal2026$— 2,261 2,261 20271,238 611 1,849 20282,057 1,364 3,421 20291,247 68 1,315 20301,718 68 1,786 Thereafter2,626 331 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.

Income TaxesThe 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)202520242023Domestic 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)202520242023Current income tax expense:U.S. Federal income taxes$476 452 647 State and local income taxes76 75 96 Foreign income taxes(3)3 2 Total current income tax expense549 530 745 Deferred income tax expense (benefit):U.S. Federal income taxes129 84 (81)State and local income taxes12 (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)AmountPercentAmountPercentAmountPercentStatutory tax rate$674 21.0 %$612 21.0 %$627 21.0 %Increase (decrease) resulting from:State and local income taxes, net of federal benefit84 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)Other21 0.7 24 0.8 28 0.9 Changes in unrecognized tax benefits(15)(0.5)(10)(0.3)(10)(0.4)Other adjustments1 — (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.

Stock-Based CompensationStock-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.

Loans and LeasesThe 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)20252024Loans and leases held for sale:Commercial and industrial loans$46 15 Commercial mortgage loans29 22 Commercial construction loans— 29 Residential mortgage loans658 574 Total loans and leases held for sale$733 640 Portfolio loans and leases:Commercial and industrial loans$52,749 52,271 Commercial mortgage loans12,228 12,246 Commercial construction loans5,316 5,588 Commercial leases3,269 3,188 Total commercial loans and leases$73,562 73,293 Residential mortgage loans$17,652 17,543 Home equity4,846 4,188 Indirect secured consumer loans17,964 16,313 Credit card1,747 1,734 Solar energy installation loans4,560 4,202 Other consumer loans2,320 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.

Business CombinationOn 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 Bancorp recognizes the importance of maintaining a cybersecurity risk management system designed to reduce the risks that cybersecurity threats pose to financial institutions. As such, the Bancorp has adopted proactive and defensive safeguards intended to better protect the Bancorp’s information assets and supporting infrastructures from technology-related attacks. The Bancorp’s Board of Directors and management oversee its information security and cybersecurity risk management programs. As further discussed below, the Bancorp has established various programs, policies and procedures which are designed to proactively protect information assets. However, not all incidents can be prevented. As a result, the Bancorp has also established various policies and procedures governing how to respond to security incidents, with the objective of minimizing any potential impacts. As of December 31, 2025, the Bancorp is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect Fifth Third, including its business strategies, financial condition or results of operations. Despite the comprehensive approach to cybersecurity risk management described below, the Bancorp may not be successful in preventing or mitigating the impact of a cybersecurity incident that could have a material impact on its business, financial condition or results of operations. See Item 1A. (Risk Factors) of this Annual Report for a discussion of cybersecurity risks.Risk Assessment and ManagementThe Bancorp maintains a variety of programs and policies to support the management of cybersecurity risk within the organization with a focus on prevention, detection and response processes. These programs and policies leverage frameworks and controls from the National Institute of Standards and Technology as well as various other regulatory requirements and industry-specific standards. The Bancorp also participates in the federally recognized Financial Services Information Sharing and Analysis Center and requires its employees and contractors to complete various education and training programs related to information security.The Bancorp’s Information Technology (“IT”) and Information Security (“IS”) teams have the primary responsibility for establishing appropriate policies and procedures that are responsive to cybersecurity threats and other information security risks.