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What changed in FIFTH THIRD BANCORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FIFTH THIRD BANCORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+714 added−811 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-24)

Top changes in FIFTH THIRD BANCORP's 2025 10-K

714 paragraphs added · 811 removed · 584 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

84 edited+23 added−52 removed26 unchanged
Biggest changeSubsequent to the EGRRCPA, the FRB adopted a rule that adjusts the thresholds at which certain enhanced prudential standards (“EPS”) apply to BHCs with $100 billion or more in total consolidated assets (the “EPS Tailoring Rule”) and the FRB, the Office of the Comptroller of the Currency (the “OCC”) and FDIC adopted a rule that similarly adjusts the thresholds at which certain other capital and liquidity standards apply to BHCs and banks with $100 billion or more in total consolidated assets (the “Capital and Liquidity Tailoring Rule” and, together with the EPS Tailoring Rule, the “Tailoring Rules”).
Biggest changeEnhanced Prudential Standards, Tailored Capital and Liquidity Requirements Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and legislation modifying Dodd-Frank, the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018, the regulators adopted rules that apply certain enhanced prudential standards (“EPS”) and enhanced capital and liquidity requirements to BHCs and banks, such as the Bancorp and the Bank, with $100 billion or more in total consolidated assets (the “Tailoring Rules”).
Financial Holding Companies The Bancorp is registered as a BHC with the FRB under the BHCA and qualifies for and has elected to become an FHC. An FHC is permitted to engage directly or indirectly in a broader range of activities than those permitted for a BHC under the BHCA.
Financial Holding Companies The Bancorp is registered as a BHC with the FRB under the BHCA and qualifies for and has elected to become an FHC. As an FHC, the Bancorp is permitted to engage directly or indirectly in a broader range of activities than those permitted for a BHC under the BHCA.
Competition The Bancorp, primarily through the Bank, competes for deposits, loans and other banking services in its principal geographic markets as well as in selected national markets as opportunities arise. In addition to traditional banking institutions, the Bancorp competes with securities dealers, brokers, mortgage bankers, investment advisors, specialty finance, private credit, financial technology and insurance companies.
Competition The Bancorp, primarily through the Bank, competes for deposits, loans and other banking services in its principal geographic markets as well as in selected national markets as opportunities arise. In addition to banking institutions, the Bancorp competes with securities dealers, brokers, mortgage bankers, investment advisors, specialty finance, private credit, financial technology and insurance companies.
Failure to comply with these laws or maintain an adequate compliance program can lead to significant monetary penalties and reputational damage and federal regulators evaluate the effectiveness of an applicant in combating money laundering when determining whether to approve a proposed bank merger, acquisition, restructuring or other expansionary activity.
Failure to comply with these laws or maintain an adequate compliance program can lead to significant monetary penalties and reputational damage and regulators evaluate the effectiveness of an applicant in combating money laundering when determining whether to approve a proposed bank merger, acquisition, restructuring or other expansionary activity.
Financial Industry Regulation Authority (“FINRA”) is the primary self-regulatory organization for Fifth Third’s registered broker-dealer subsidiary. Fifth Third’s broker-dealer and investment adviser subsidiaries also are subject to additional regulation by states or local jurisdictions.
Broker-Dealer and Investment Adviser Regulation Fifth Third’s broker-dealer and investment adviser subsidiaries are subject to regulation by the SEC. Financial Industry Regulation Authority (“FINRA”) is the primary self-regulatory organization for Fifth Third’s registered broker-dealer subsidiary. Fifth Third’s broker-dealer and investment adviser subsidiaries are also subject to additional regulation by states or local jurisdictions.
Applicable state and federal laws also grant the Bancorp’s regulators the authority to impose additional requirements and restrictions on the activities of the Bancorp and the Bank and, in some situations, the imposition of such additional requirements and restrictions will not be publicly available information.
Applicable state and federal laws also grant regulators the authority to impose additional requirements and restrictions on the activities of the Bancorp and the Bank and, in some situations, the imposition of such additional requirements and restrictions will not be publicly available information.
These risk-weighted assets are used to calculate the following minimum capital ratios for the Bancorp and the Bank: • Common Equity Tier 1 (“CET1”) Capital Ratio, equal to the ratio of CET1 capital to risk-weighted assets.
These risk-weighted assets are used to calculate the following minimum capital ratios for the Bancorp and the Bank: • Common Equity Tier 1 (“CET1”) risk-based capital ratio, equal to the ratio of CET1 capital to risk-weighted assets.
If the FRB were to apply the same or a very similar well-capitalized standard to BHCs as that applicable to the Bank, the Bancorp’s capital ratios as of December 31, 2024 would exceed such revised well-capitalized standard.
If the FRB were to apply the same or a very similar well-capitalized standard to BHCs as that applicable to the Bank, the Bancorp’s capital ratios as of December 31, 2025 would exceed such revised well-capitalized standard.
Future Legislative and Regulatory Initiatives Federal and state legislators as well as regulatory agencies may introduce or enact new laws and rules, or amend existing laws and rules, that may affect the regulation of financial institutions and their holding companies.
Future Legislative and Regulatory Initiatives Federal and state legislators as well as regulatory agencies may introduce or enact new laws and rules, or amend existing laws and rules, which may affect the regulation of financial institutions and their holding companies.
These federal and state consumer protection laws apply to a broad range of our activities and to various aspects of our business and include laws relating to interest rates, fair lending, disclosures of credit terms and estimated transaction costs to consumer borrowers, debt collection practices, the use of and the provision of information to consumer reporting agencies, and the prohibition of unfair, deceptive, or abusive acts or practices in connection with the offer, sale or provision of consumer financial products and services.
These federal and state consumer protection laws apply to a broad range of Fifth Third’s activities and to various aspects of its business and include laws relating to interest rates, fair lending, disclosures of credit terms and estimated transaction costs to consumer borrowers, debt collection practices, the use of and the provision of information to consumer reporting agencies, and the prohibition of unfair, deceptive, or abusive acts or practices in connection with the offer, sale or provision of consumer financial products and services.
The following discussion describes certain elements of the comprehensive regulatory framework applicable to the Bancorp and its subsidiaries. This discussion is not intended to describe all laws and regulations applicable to the Bancorp, the Bank and the Bancorp’s other subsidiaries.
The following discussion describes certain elements of the comprehensive regulatory framework applicable to the Bancorp, the Bank and its other subsidiaries and is not intended to describe all applicable laws and regulations.
The FRB uses the supervisory stress test to determine the Bancorp’s stress capital buffer, subject to a floor of 2.5%. The Bancorp’s stress capital buffer under the FRB severely adverse scenario was 3.2% as of December 31, 2024 and 2.5% as of December 31, 2023. The Bancorp’s capital ratios have exceeded the stress capital buffer requirement for all periods presented.
The FRB uses the supervisory stress test to determine the Bancorp’s stress capital buffer, subject to a floor of 2.5%. The Bancorp’s stress capital buffer under the FRB severely adverse scenario was 3.2% as of both December 31, 2025 and 2024. The Bancorp’s capital ratios have exceeded the stress capital buffer requirement for all periods presented.
In response to employee feedback, Fifth Third continued its focus on career mobility with enhanced tools to support internal career pathing. This includes a robust suite of learning resources covering several areas, including leadership and professional development to foster learning and career advancement across the employee population. In 2024, employees engaged in over 255,000 hours of discretionary learning.
In response to employee feedback, Fifth Third continued its focus on career mobility with enhanced tools to support internal career pathing. This includes a robust suite of learning resources covering several areas, including leadership and professional development to foster learning and career advancement across the employee population. In 2025, employees engaged in over 550,000 hours of discretionary learning.
Certain contractual restrictions also may limit the ability of the Bank to pay dividends to the Bancorp. No assurances can be given that the Bank will, in any circumstances, pay dividends to the Bancorp. The Bancorp’s ability to declare and pay dividends is similarly limited by federal banking law and FRB regulations and policy.
Certain contractual restrictions also may limit the ability of the Bank to pay dividends to the Bancorp. No assurances can be given that the Bank will pay dividends to the Bancorp. The Bancorp’s ability to declare and pay dividends is similarly limited by federal banking law and FRB regulations and policy.
Human Capital Resources The Bancorp’s human capital strategy is designed to attract, develop and retain talent. This strategy ensures that Fifth Third has the talent, capabilities and organizational structure to support business needs now and in the future. As of December 31, 2024, the Bancorp had 18,616 full-time equivalent employees, compared to 18,724 as of December 31, 2023.
Human Capital Resources The Bancorp’s human capital strategy is designed to attract, develop and retain talent. This strategy ensures that Fifth Third has the talent, capabilities and organizational structure to support business needs now and in the future. As of December 31, 2025, the Bancorp had 18,676 full-time equivalent employees, compared to 18,616 as of December 31, 2024.
Broadly, the guidelines require a recovery plan that includes indicators of the risk or existence of severe stress that reflect the Bank’s particular vulnerabilities, credible options the Bank could undertake in response to restore its financial strength and viability and an assessment and description of how these options would affect the Bank.
Broadly, the Recovery Planning Guidelines, as amended in 2024, require a recovery plan that includes indicators of the risk or existence of severe stress that reflect the Bank’s particular vulnerabilities, credible options the Bank could undertake in response to restore its financial strength and viability and an assessment and description of how these options would affect the Bank.
Those reports include the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and annual proxy statement, as well as any amendments to those reports. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
Those reports include the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and an annual proxy statement, as well as any amendments to those reports. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
These quantitative calculations are minimums, and the FRB and OCC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner.
These requirements are minimums, and the FRB and OCC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital to operate in a safe and sound manner.
Fifth Third’s comprehensive benefits program is designed to address the personal and professional needs of employees and their families. In addition to traditional benefits offerings, the Bancorp provides comprehensive support with unique programs focused on the financial, physical, emotional and social well-being of employees.
Fifth Third is committed to the holistic well-being of its employees. The benefits program is designed to address the personal and professional needs of employees and their families. In addition to traditional benefits offerings, the Bancorp provides comprehensive support with unique programs focused on the financial, physical, emotional and social well-being of employees.
The Bancorp’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, annual proxy statement and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are accessible at no cost on the Bancorp’s Investor Relations website at ir.53.com on a same day basis after they are electronically filed with or furnished to the SEC.
The Bancorp’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, annual proxy statement and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are accessible at no cost on the Bancorp’s Investor Relations website at ir.53.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.
Depository institutions and broker-dealers are required by their federal regulators to maintain robust policies and procedures in order to ensure compliance with these obligations.
Depository institutions and broker-dealers are required by their regulators to maintain robust policies and procedures to ensure compliance with these obligations.
United States (“U.S.”) banking regulators may require a BHC to make capital injections into a troubled subsidiary bank and may charge the BHC with engaging in unsafe and unsound practices if the BHC fails to commit resources to such a subsidiary bank or if it undertakes actions that the FRB believes might jeopardize the BHC’s ability to commit resources to such subsidiary bank.
Regulators may require a BHC to make capital injections into a troubled subsidiary bank and may charge the BHC with engaging in unsafe and unsound practices if the BHC fails to commit resources to such a subsidiary bank or if it undertakes actions that the FRB believes might jeopardize the BHC’s ability to commit resources to such subsidiary bank.
As a CFTC registered swap dealer, the Bank is subject to the requirements of Title 23 Fifth Third Bancorp Table of Contents VII, including rules related to internal and external business conduct standards, reporting, recordkeeping, mandatory clearing for certain swaps and trade documentation and confirmation requirements.
As a CFTC registered swap dealer, the Bank is subject to the requirements of Title VII, including rules related to internal and external business conduct standards, reporting, recordkeeping, mandatory clearing for certain swaps and trade documentation and confirmation requirements.
As of December 31, 2024, Fifth Third had $213 billion in assets and operates 1,089 full-service Banking Centers and 2,080 Fifth Third branded ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia, North Carolina and South Carolina. The Bancorp operates three main businesses: Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management.
As of December 31, 2025, Fifth Third had $214 billion in assets and operates 1,130 full-service Banking Centers and 2,199 Fifth Third branded ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia, North Carolina, South Carolina and Alabama. The Bancorp operates three main businesses: Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management.
In addition, any future waivers from a provision of the Fifth Third Code of Business Conduct and Ethics covering any of Fifth Third’s directors or executive officers (including Fifth Third’s principal executive officer, principal financial officer, and principal accounting officer or controller) will be posted at this internet address.
In addition, any future waivers from a provision of the Fifth Third Code of Business Conduct and Ethics covering any of Fifth Third’s directors or executive officers (including Fifth Third’s principal executive officer, principal financial officer and principal accounting officer or controller) will be posted at this website. 26 Fifth Third Bancorp Table of Contents
The CFPB has promulgated many mortgage-related final rules since it was established under Dodd-Frank, including rules related to the ability to repay and qualified mortgage standards, mortgage servicing standards, loan originator compensation standards, high-cost mortgage requirements, Home Mortgage Disclosure Act requirements and appraisal and escrow standards for higher priced mortgages.
The CFPB has promulgated many mortgage-related final rules, including rules related to the ability to repay and qualified mortgage standards, mortgage servicing standards, loan originator compensation standards, high-cost mortgage requirements, Home Mortgage Disclosure Act requirements and appraisal and escrow standards for higher priced mortgages.
These supervisory stress tests are forward-looking quantitative evaluations of the impact of stressful economic and financial market conditions on the Bancorp’s capital.
These supervisory stress tests are forward-looking quantitative evaluations of the impact of stressful economic and financial market conditions on capital and are used to calibrate the Bancorp’s stress capital buffer requirement.
Acquisitions The BHCA requires the prior approval of the FRB for a BHC to acquire substantially all the assets of a bank or to acquire direct or indirect ownership or control of more than 5% of any class of the voting shares of any bank, BHC or savings association, or to merge or consolidate with any BHC. 18 Fifth Third Bancorp Table of Contents The BHCA generally prohibits a BHC from engaging in, or acquiring a direct or indirect interest in or control of more than 5% of any class of the voting shares of a company that is not a bank or a BHC that engages directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to its banking subsidiaries, except that it may engage in and may own shares of companies engaged in certain activities the FRB has determined to be so closely related to banking or managing or controlling banks as to be proper incident thereto.
The BHCA generally prohibits a BHC from engaging in, or acquiring a direct or indirect interest in or control of more than 5% of any class of the voting shares of a company that is not a bank or a BHC that engages directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to its banking subsidiaries, except that it may engage in and may own shares of 21 Fifth Third Bancorp Table of Contents companies engaged in certain activities the FRB has determined to be so closely related to banking or managing or controlling banks as to be proper incident thereto.
The regulatory agencies may seek to apply higher standards to the Bancorp and the Bank than as required by law, through supervision. The impact of any future legislative or regulatory changes, or supervisory direction, cannot be predicted. However, such changes could affect the Bancorp’s business, financial condition and results of operations. 24 Fifth Third Bancorp Table of Contents
The regulatory agencies may seek to apply higher standards to the Bancorp and the Bank than as required by law, through supervision. The impact of any future legislative or regulatory changes, or supervisory direction, cannot be predicted. However, such changes could affect the Bancorp’s business, financial condition and results of operations. Available Information The Bancorp files reports with the SEC.
The mortgage-related final rules issued by the CFPB have materially restructured the origination, servicing and securitization of residential mortgages in the U.S. These rules have impacted, and will continue to impact, the business practices of mortgage lenders, including the Bancorp.
The mortgage-related final rules issued by the CFPB materially restructured the origination, servicing and securitization of residential mortgages in the U.S. These rules impact the business practices of mortgage lenders, including the Bank.
In addition, the Bancorp’s ability to make capital distributions, including paying dividends and repurchasing shares, is subject to the Bancorp complying with the automatic restrictions on capital distributions under the FRBs “Capital Rules” process discussed below (see Regulatory Capital Requirements below).
In addition, the Bancorp’s ability to make capital distributions, including paying dividends and repurchasing shares, is subject to the Bancorp complying with the automatic restrictions on capital distributions under the FRB’s capital adequacy rules (see Regulatory Capital Requirements below).
Similar state laws may impose additional requirements on the Bancorp and its subsidiaries. Anti-Money Laundering and Economic Sanctions The Bancorp is subject to federal laws that are designed to counter money laundering and terrorist financing, and transactions with certain persons, companies or foreign governments sanctioned by the U.S.
Anti-Money Laundering and Economic Sanctions The Bancorp is subject to federal laws that are designed to counter money laundering and terrorist financing and transactions with certain persons, companies or foreign governments sanctioned by the U.S.
The Bank is registered with the CFTC as a swap dealer. The CFTC, SEC and U.S. banking regulators have finalized the rules implementing Title VII applicable to the over-the-counter derivatives markets and swap dealers.
The Bank is registered with the Commodity Futures Trading Commission (the “CFTC”) as a swap dealer. The CFTC, SEC and regulators have finalized the rules implementing Title VII applicable to the over-the-counter derivatives markets and swap dealers.
A BHC may elect to become an FHC if the BHC is well-capitalized and is well managed and each of its banking subsidiaries is well-capitalized, is well managed and has at least a “Satisfactory” rating under the Community Reinvestment Act (“CRA”). To maintain FHC status, a BHC must continue to meet these requirements.
A BHC may elect to become an FHC if the BHC is well-capitalized and is well managed and each of its banking subsidiaries is well-capitalized, is well managed and has at least a Satisfactory rating under the Community Reinvestment Act (“CRA”).
Under the Capital Rules, an institution’s eligible retained income, when considered in conjunction with capital ratios and the stress capital buffer, provides limitations on capital distributions (including dividends and share repurchases) and certain executive compensation arrangements for the quarter following the calculation. As of December 31, 2024, the Bancorp was not subject to these limitations.
Under the Capital Rules, an institution’s eligible retained income, when considered in conjunction with capital ratios and the stress capital buffer, provides limitations on capital distributions (including dividends and share repurchases) and certain executive compensation arrangements for the quarter following the calculation.
The Tailoring Rules establish four risk-based categories of institutions, and the extent to which enhanced prudential standards and certain other capital and liquidity standards apply to these BHCs and banks depends on the banking organization’s category.
The Tailoring Rules establish four risk-based categories of institutions, and the extent to which EPS and certain other capital and liquidity requirements apply depends on the banking organization’s category.
Under federal law, there are various limitations on the extent to which the Bank can declare and pay dividends to the Bancorp, including those related to regulatory capital requirements, general regulatory oversight to prevent unsafe or unsound practices and federal banking law requirements concerning the payment of dividends out of net profits, surplus and available earnings.
Federal law limits the extent to which the Bank can declare and pay dividends to the Bancorp, including pursuant to regulatory capital requirements, general regulatory oversight to prevent unsafe or unsound practices, and requirements concerning the payment of dividends out of net profits, surplus and available earnings.
Feedback is collected through a variety of methods, including the Employee Viewpoints Survey, which includes questions related to culture, engagement, inclusion, employee well-being, expectations and intent to stay. The Bancorp’s learning, development and career mobility strategy delivers personalized and accessible experiences that fuel career growth and help retain talent.
At the foundation of the Bancorp’s listening strategy is the Employee Viewpoints Survey, which includes questions related to engagement, inclusion, well-being, employee expectations and their intent to stay. The Bancorp’s learning, development and career mobility strategy delivers personalized and accessible experiences that fuel career growth and help retain talent.
Recruitment and Retention The Bancorp continues to navigate the changing talent landscape by monitoring the external environment and adapting talent strategies to meet internal needs. The Bancorp’s focus on its employee value proposition demonstrates a continued commitment to employees by developing great leaders and evolving the employee experience.
Recruitment and Retention The Bancorp continues to navigate the evolving talent landscape by monitoring the external environment and adapting talent strategies to align with business goals. The Bancorp’s focus on delivering its employee value proposition demonstrates a continued commitment to employees which includes developing great leaders and elevating the employee experience.
Tier 1 capital is primarily comprised of CET1 capital, perpetual preferred stock and certain qualifying capital instruments. • Total Risk-Based Capital Ratio, equal to the ratio of total capital, including CET1 capital, Tier 1 capital and Tier 2 capital, to risk-weighted assets. Tier 2 capital primarily includes qualifying subordinated debt and qualifying allowance for credit losses (“ACL”).
Tier 1 capital is primarily comprised of CET1 capital, noncumulative perpetual preferred stock and certain other qualifying capital instruments. • Total risk-based capital ratio, equal to the ratio of total capital, including CET1 capital, Tier 1 capital and Tier 2 capital, to risk-weighted assets.
The failure to meet such requirements could result in material restrictions on the activities of the FHC and may also adversely affect the FHC’s ability to enter into certain transactions (including mergers and acquisitions) or obtain necessary approvals in connection therewith, as well as loss of FHC status.
Failure to meet such requirements could result in material restrictions on the activities of the FHC and may also adversely affect the FHC’s ability to engage in mergers and acquisitions, as well as loss of FHC status.
Dividends The Bancorp is a legal entity separate and distinct from its subsidiaries and depends in part upon dividends received from its direct and indirect subsidiaries, including the Bank, to fund its activities, including its ability to make capital distributions, such as paying dividends or repurchasing shares.
Dividends The Bancorp is a legal entity separate and distinct from its subsidiaries and depends primarily upon dividends received from its direct and indirect subsidiaries, including the Bank, to fund its activities, including debt service and capital distributions, such as dividends or share repurchases.
(b) Reflects the well-capitalized standard applicable to the Bancorp under FRB Regulation Y and the well-capitalized standard applicable to the Bank. 21 Fifth Third Bancorp Table of Contents Capital Planning and Stress Testing The FRB’s capital plan rule requires BHCs with $100 billion or more in consolidated assets, including the Bancorp, to develop and maintain a capital plan approved by the Board of Directors on an annual basis.
Capital Planning and Stress Testing The FRB’s capital plan rule requires BHCs with $100 billion or more in consolidated assets, including the Bancorp, to develop and maintain a capital plan approved by the Board of Directors on an annual basis.
Regulators The Bancorp and/or the Bank are subject to regulation and supervision primarily by the FRB, the Consumer Financial Protection Bureau (the “CFPB”) and the OCC and additionally by certain other functional regulators and self-regulatory organizations.
Regulators The Bancorp and/or the Bank are subject to regulation and supervision primarily by the FRB, the Office of the Comptroller of the Currency (the “OCC”), the FDIC, the Consumer Financial Protection Bureau (the “CFPB”) and additionally by certain federal, state and international regulators and self-regulatory organizations.
Refer to Exhibit 21 filed as an attachment to this Annual Report on Form 10-K for a list of subsidiaries of the Bancorp as of February 15, 2025. Additional information regarding the Bancorp’s businesses is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Availability of Financial Information The Bancorp files reports with the SEC.
Refer to Exhibit 21 filed as an attachment to this Annual Report on Form 10-K for a list of subsidiaries of the Bancorp as of February 15, 2026. Additional information regarding the Bancorp’s businesses is included in Item 7 of this Annual Report.
CET1 capital primarily includes common shareholders’ equity subject to certain regulatory adjustments and deductions, including with respect to goodwill, intangible assets, certain deferred tax assets and accumulated other comprehensive income (“AOCI”). The Bancorp has elected to exclude certain AOCI components, with the result that those components are not recognized in the Bancorp’s CET1.
CET1 capital primarily includes common shareholders’ equity subject to certain regulatory adjustments and deductions, including with respect to goodwill, intangible assets, certain deferred tax assets and accumulated other comprehensive income (“AOCI”).
The GLBA requires financial institutions to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers. In general, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information and, except as otherwise required by law, prohibits disclosing such information except as provided in the banking subsidiary’s policies and procedures.
In general, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such 24 Fifth Third Bancorp Table of Contents nonpublic personal information and, except as otherwise required by law, prohibits disclosing such information except as provided in the banking subsidiary’s policies and procedures. The Bank has implemented a privacy policy.
Information on or accessible through our website is not deemed to be incorporated into this Annual Report on Form 10-K. Website references in this Annual Report are merely textual references.
Investor information and press releases can also be viewed at ir.53.com. Website references in this Annual Report are merely textual references. Information on or accessible through Fifth Third’s website is not deemed to be incorporated into this Annual Report on Form 10-K.
The Bancorp’s continuous listening strategy is an important component of its inclusive culture. The Bancorp’s holistic approach to collecting, measuring and responding to employee feedback enhances the employee experience at critical points during times of change in business or work environments.
The Bancorp’s continuous listening strategy is an important component of its inclusive culture and offers a holistic approach to collecting, measuring and responding to employee feedback through a variety of methods in order to enhance the employee experience at critical points along the employee lifecycle.
The effective dates will be extended for each day the injunction remains in place, pending the resolution of the lawsuit. Regulatory Capital Requirements The Bancorp and the Bank are subject to certain risk-based capital and leverage ratio requirements under the capital adequacy rules (the “Capital Rules”) adopted by the FRB, for the Bancorp, and by the OCC, for the Bank.
Regulatory Capital Requirements The Bancorp and the Bank are subject to risk-based capital and leverage ratio requirements under the capital adequacy rules (the “Capital Rules”) adopted by the FRB for the Bancorp and by the OCC for the Bank.
In June 2024, the FDIC board approved a final rule to amend its resolution plan requirements that largely apply to insured depository institutions with more than $100 billion in assets, including the Bank. This rule requires submission of comprehensive resolution plans that meet enhanced standards every three years, and interim submissions in intervening years.
Resolution Planning The Bank is subject to resolution planning requirements enacted by the FDIC. In June 2024, the FDIC Board of Directors approved a final rule to amend its resolution plan requirements that largely apply to insured depository institutions with more than $100 billion in assets, including the Bank.
Depository institutions must maintain comprehensive records of their CRA activities for purposes of these examinations. The OCC must take into account the institution’s record of performance in meeting the credit needs of the entire community served, including low-and moderate-income neighborhoods.
The Bank is evaluated periodically by the OCC with respect to CRA obligations and must maintain comprehensive records of its CRA activities for purposes of these examinations to permit the OCC to evaluate its record of performance in meeting the credit needs of the entire community served, including low-and moderate-income neighborhoods.
FDIC Assessments The Deposit Insurance Fund (“DIF”) provides insurance coverage for certain deposits, up to a standard maximum deposit insurance amount of $250,000 per depositor per account ownership category per bank and is funded through assessments on insured depository institutions, based on the risk each institution poses to the DIF.
In the event of the Bancorp’s bankruptcy, any commitment by the Bancorp to a federal bank regulatory agency to maintain the capital of the Bank would be assumed by the bankruptcy trustee and entitled to a priority of payment. 22 Fifth Third Bancorp Table of Contents FDIC Assessments The DIF provides insurance coverage for certain deposits, up to a standard maximum deposit insurance amount of $250,000 per depositor per account ownership category per bank and is funded through assessments on insured depository institutions, based on the risk each institution poses to the DIF.
The Bancorp currently expects to pay the special assessment to the FDIC over a total of ten quarterly assessment periods, which began with the first quarter of 2024. The estimate of the cost associated with protecting the uninsured depositors will continue to be subject to periodic adjustment until the final loss amount is determined by the FDIC.
The estimate of the cost associated with protecting the uninsured depositors will continue to be subject to periodic adjustment until the final loss amount is determined by the FDIC.
Fifth Third’s common stock is traded on the NASDAQ® Global Select Market under the symbol “FITB.” The Bancorp’s subsidiaries provide a wide range of financial products and services to the commercial, financial, retail, governmental, educational, energy and healthcare sectors.
The Bancorp’s subsidiaries provide a wide range of financial products and services to the commercial, financial, retail, governmental, educational, energy and healthcare sectors.
The Bancorp is also subject to regulation by the SEC by virtue of its status as a public company and due to the nature of some of its businesses. The Bank is also subject to regulation by the FDIC, which insures the Bank’s deposits as permitted by law.
The Bancorp is also subject to regulation by the SEC by virtue of its status as a public company and due to the nature of some of its businesses. The Bancorp and the Bank are required to file various reports with and are subject to examination by various regulators, including the FRB, the OCC, the CFPB and the FDIC.
The Bancorp’s banking subsidiary has implemented a privacy policy. States are also increasingly proposing or enacting legislation that relates to data privacy and data protection such as the California Consumer Privacy Act.
States are also increasingly proposing or enacting legislation that relates to data privacy and data protection such as the California Consumer Privacy Act. The Bancorp continues to assess the requirements of such laws and proposed legislation and their applicability.
Under these requirements, the Bancorp may in the future be required to provide financial assistance to the Bank should it experience financial distress. Capital loans by the Bancorp to the Bank would be subordinate in right of payment to deposits and certain other debts of the Bank.
Loans by the Bancorp to the Bank would be subordinate in right of payment to deposits and certain other debts of the Bank.
The FRB also must consider the CRA record of each subsidiary bank of a BHC in connection with any acquisition or merger application filed by the BHC. An unsatisfactory CRA record could substantially delay or result in the denial of an approval or application by the Bancorp or the Bank.
An unsatisfactory CRA record could substantially delay or result in the denial of an approval or application by the Bancorp or the Bank.
Generally, a bank’s covered transactions with any affiliate are limited to 10% of the bank’s capital stock and surplus and covered transactions with all affiliates are limited to 20% of the bank’s capital stock and surplus.
Generally, covered transactions with any affiliate are limited to 10% of the Bank’s capital stock and surplus and covered transactions with all affiliates are limited to 20% of the Bank’s capital stock and surplus. These laws also apply to the credit exposure arising under derivative transactions, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions.
As a result of the EPS Tailoring Rule, Category IV BHCs, including the Bancorp, are no longer required to conduct and disclose the results of company-run stress tests and are subject to the supervisory stress test process every two years. The Bancorp’s most recent required assessment was completed in 2024.
Category IV BHCs, including the Bancorp, are subject to the FRB supervisory stress test process every two years, with the next required assessment in 2026. The Bancorp’s most recent required assessment was completed in 2024.
Creating and developing an inclusive workforce is important for the Bancorp’s business growth, leading to enhanced innovation while focusing on the needs of its customers. Acquisitions and Investments The Bancorp’s strategy for growth includes strengthening its presence in core markets, expanding its presence in high-growth markets and broadening its product offerings.
Creating and developing a strong workforce is important for the Bancorp’s business growth, leading to enhanced innovation while focusing on the needs of its customers.
Full year turnover improved, decreasing from 16.9% in 2023 to 16.2% in 2024. The Bancorp’s recruitment strategies enhance the organization by promoting an inclusive culture. To attract the most talented employees, the Bancorp continues to enhance relationships with universities and partner organizations to attract top talent.
Full year turnover was 16.4% in 2025 compared to 16.2% in 2024. The Bancorp’s recruitment strategies enhance the organization by enabling business success. To attract the most talented employees, the Bancorp continues to deepen relationships with universities and partner organizations to ensure a strong pipeline for talent.
Heightened Governance and Risk Management Standards The OCC has published guidelines documenting expectations for the governance and risk management practices of certain large financial institutions, including the Bank. The guidelines require covered institutions to establish and adhere to a written governance framework in order to manage and control their risk-taking activities.
The guidelines require covered institutions to establish and adhere to a written governance framework to manage and control their risk-taking activities. In addition, the guidelines provide standards for the institutions’ boards of directors to oversee the risk governance framework. The Bank currently has a written governance framework and associated controls.
In addition, the U.S. banking regulators have finalized regulations applicable to the Bank regarding mandatory posting, collection and segregation of margin by certain swap counterparties and capital requirements. The Bank is not registered as a security-based swap dealer. Broker-Dealer and Investment Adviser Regulation Fifth Third’s broker-dealer and investment adviser subsidiaries are subject to regulation by the SEC.
In addition, regulators require 25 Fifth Third Bancorp Table of Contents the Bank to comply with rules regarding mandatory posting, collection and segregation of margin by certain swap counterparties and capital requirements. The Bank is not registered as a security-based swap dealer.
These employees support the organization’s ambition and purpose by upholding its values by committing to excellence, being connected and acting with creativity and courage.
These employees support the organization’s ambition and purpose by upholding its values by committing to excellence, being connected and acting with creativity and courage. Fifth Third is committed to living its values, serving its customers, delivering financial performance and being recognized as a leader in building an engaging workplace.
The Bank is subject to these restrictions, which include quantitative and qualitative limits on the amounts and types of transactions that may take place, including extensions of credit to affiliates, investments in the stock or securities of affiliates, purchases of assets from affiliates and certain other transactions with affiliates.
Restrictions include limits on extensions of credit to affiliates, investments in the securities of affiliates, purchases of assets from affiliates and certain other transactions with affiliates. Credit transactions with affiliates must be collateralized and transactions with affiliates must be on market terms or better for the Bank.
Debit Card Interchange Fees Dodd-Frank includes a set of rules requiring that interchange transaction fees for electronic debit transactions be reasonable and proportional to certain costs associated with processing the transactions. Interchange fees for electronic debit transactions are limited to 21 cents plus 0.05% of the transaction, plus an additional one cent per transaction fraud adjustment.
Debit Card Interchange Fees Pursuant to rules implemented by the FRB, interchange transaction fees for electronic debit transactions are limited to 21 cents plus 0.05% of the transaction, plus an additional qualifying one cent per transaction fraud-prevention adjustment. These rules impose requirements regarding routing and network transaction processing.
Fifth Third’s compensation programs are designed to reward performance and align with regulatory expectations while reflecting the Bancorp’s values and behavioral standards. The Bancorp’s compensation philosophy is centered on creating long-term shareholder value. Fifth Third continuously analyzes its compensation programs to ensure all employees have equal opportunities to maximize their potential.
The Bancorp is committed to providing competitive compensation programs that attract and retain top talent, while driving the business strategy and effectively managing risk. Fifth Third’s compensation programs are designed to reward performance and align with regulatory expectations while reflecting the Bancorp’s values and behavioral standards. The Bancorp’s compensation philosophy is centered on creating long-term shareholder value.
In addition, various U.S. regulators, including the OCC, FRB and the SEC, have increased their focus on cybersecurity through guidance, examinations and regulations. The Bancorp has adopted an information security program that has been approved by the Bancorp’s Board of Directors. For more information related to cybersecurity, refer to Part I, Item 1C of this report.
The guidelines require financial institutions to create, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information. In addition, various regulators have increased their focus on cybersecurity through guidance, examinations and regulations. The Bancorp has adopted an information security program that has been approved by the Bancorp’s Board of Directors.
The CRA requires the relevant federal bank regulatory agency to consider a bank’s CRA assessment when considering the bank’s application to conduct certain mergers or acquisitions or to open or relocate a branch office.
The OCC rates each institution’s compliance with the CRA as Outstanding, Satisfactory, Needs to Improve or Substantial Noncompliance. The Bank’s most recent CRA performance rating was Outstanding. The CRA requires the relevant federal bank regulatory agency to consider a bank’s CRA assessment when considering an application to conduct certain transactions or to open or relocate a branch office.
Community Reinvestment Act The CRA generally requires insured depository institutions, including the Bank, to identify the communities they serve and to make loans and investments and provide services that meet the credit needs of those communities. The CRA requires the OCC to evaluate the performance of national banks (including the Bank) with respect to these CRA obligations.
Federal banking laws also place restrictions on extensions of credit by the Bank to its directors, executive officers and principal shareholders. Community Reinvestment Act The CRA generally requires insured depository institutions, including the Bank, to make loans and investments and provide services that meet the credit needs of communities they serve.
Fifth Third is committed to living its values, serving its customers, delivering financial performance and being recognized as a leader in building an engaging workplace. 16 Fifth Third Bancorp Table of Contents Engagement and Development Fifth Third believes that an engaged workforce is one of its most valuable assets in sustaining its success.
Engagement and Development Fifth Third believes that an engaged workforce is one of its most valuable assets in sustaining its success.
Like other lenders, the Bank and other of the Bancorp’s subsidiaries use credit bureau data in their underwriting activities. Use of such data is regulated under the Fair Credit Reporting Act (“FCRA”), and the FCRA also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates and using affiliate data for marketing purposes.
The Fair Credit Reporting Act also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates and using affiliate data for marketing purposes. Similar state laws may impose additional requirements on the Bancorp and its subsidiaries.
Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on the Bancorp’s or the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications.
Such failure could also result in restrictions on the Bancorp’s or the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications. Under the Capital Rules, certain on- and off-balance sheet exposures of the Bancorp and the Bank are subject to risk weights used to determine risk-weighted assets.
The principal objectives of state and federal banking laws and regulations and the supervision, regulation and examination of banks and their parent companies (such as the Bank and the Bancorp) by bank regulatory agencies are the maintenance of the safety and soundness of financial institutions, the maintenance of the federal deposit insurance system and the protection of consumers or classes of consumers, rather than the protection of shareholders or debtholders of a bank or the parent company of a bank.
Regulation and Supervision The Bancorp and the Bank are subject to extensive regulation and supervision by bank regulatory agencies under federal and state law, the principal objectives of which are the safety and soundness of financial institutions, the maintenance of the DIF and the protection of consumers and the U.S. banking and financial system, rather than the protection of holders of the Bancorp’s securities.
There have been a number of significant enforcement actions by regulators, as well as state attorneys general and the Department of Justice, against banks, broker-dealers and non-bank financial institutions with respect to these laws and some have resulted in substantial penalties, including criminal pleas. The Bancorp’s Board has approved policies and procedures that the Bancorp believes comply with these laws.
Further, enforcement actions with respect to these laws can result in substantial penalties, including criminal pleas. The Bancorp’s Board of Directors has approved policies and procedures that the Bancorp believes comply with these laws.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and legislation modifying Dodd-Frank, the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 (“EGRRCPA”), will continue to impact the Bancorp and the Bank. To the extent the following material describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statute or regulation.
To the extent the following material describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statute or regulation.
The proposal would also establish a regular process for updating the maximum amount every other year going forward. Fifth Third continues to monitor the development of these proposed rule revisions.
On October 25, 2023, the FRB proposed to lower the maximum interchange fee that a large debit card issuer can receive for a debit card transaction. The proposal would also establish a regular process for updating the maximum amount every other year going forward.
Permitted activities for an FHC include securities underwriting and dealing, insurance underwriting and brokerage, merchant banking and other activities that are declared by the FRB, in cooperation with the Treasury Department, to be “financial in nature or incidental thereto” or are declared by the FRB unilaterally to be “complementary” to financial activities.
Permitted activities for an FHC include activities that are determined to be financial in nature, as well as those incidental or, if determined by the FRB, complementary to financial activities.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOther conditions and factors that could materially adversely affect Fifth Third’s liquidity and funding include: • a lack of market or customer confidence in Fifth Third or negative news about Fifth Third, regional banks or the financial services industry generally, which also may result in a loss of customer deposits and/or negatively affect Fifth Third’s ability to access the capital markets; • the loss of customer deposits due to competition from other banks or due to alternative investments; • inability to sell or securitize loans or other assets; • increased collateral requirements; • increased regulatory requirements; • reductions in one or more of Fifth Third’s credit ratings; • increased utilization of revolving lines of credit by customers; and • systematic failure of financial market utilities relied upon by Fifth Third to settle intrabank payment activity.
Biggest changeFifth Third’s liquidity and ability to fund and operate its business could be materially adversely affected by a variety of conditions and factors, including financial and credit market disruptions and volatility or a lack of market or customer confidence in financial markets in general, which may result in a loss of customer deposits or outflows of cash or collateral and/or the ability to access capital markets on favorable terms. 27 Fifth Third Bancorp Table of Contents Other conditions and factors that could materially adversely affect Fifth Third’s liquidity and funding include: • a lack of market or customer confidence in Fifth Third or negative news about Fifth Third, regional banks or the financial services industry generally, which also may result in a loss of customer deposits and/or negatively affect Fifth Third’s ability to access the capital markets; • the loss of customer deposits due to competition from other banks or due to alternative investments; • inability to sell or securitize loans or other assets; • increased collateral requirements including those driven by a decline in the market value of the financial instruments; • increased regulatory requirements; • reductions in one or more of Fifth Third’s agency ratings; • increased utilization of revolving lines of credit by customers; and • systematic failure of financial market utilities relied upon by Fifth Third to settle intrabank payment activity.
In addition to customer deposits, sources of liquidity include investments in the securities portfolio, Fifth Third’s sale or securitization of loans in secondary markets, the pledging of loans and investment securities to access secured borrowing facilities through the FHLB and the FRB and Fifth Third’s ability to raise funds in money and capital markets.
In addition to customer deposits, sources of liquidity include investments in the securities portfolio, Fifth Third’s sale or securitization of loans in secondary markets, the pledging of loans and investment securities to access secured borrowing facilities through the FHLB and the FRB and Fifth Third’s ability to raise funds in money markets and capital markets.
Regulatory limitations on the Bancorp’s ability to receive dividends from its subsidiaries, economic conditions and other financial or business factors could have a material adverse effect on its liquidity and ability to pay dividends on stock or interest and principal on its debt and to engage in share repurchases.
Regulatory limitations on the Bancorp’s ability to receive dividends from its subsidiaries, economic conditions and other financial or business factors could have a material adverse effect on the Bancorp’s liquidity and ability to pay dividends on stock or interest and principal on its debt and to engage in share repurchases.
Fifth Third may not be able to effectively manage organizational changes and implement key initiatives in a timely fashion, or at all, due to competing priorities which could adversely affect its business, results of operations, financial condition and reputation.
Fifth Third may not be able to effectively manage organizational changes and implement key initiatives in a timely fashion, or at all, due to competing priorities which could adversely affect its business, financial condition, results of operations and reputation.
Fifth Third’s failure to do so could expose it to litigation or regulatory action and may damage Fifth Third’s business, results of operations, financial condition and reputation. Fifth Third may not be able to successfully implement future information technology system enhancements, which could adversely affect Fifth Third’s business operations and profitability.
Fifth Third’s failure to do so could expose it to litigation or regulatory action and may damage Fifth Third’s business, financial condition, results of operations and reputation. Fifth Third may not be able to successfully implement future information technology system enhancements, which could adversely affect Fifth Third’s business operations and profitability.
In the event that these conditions recur or result in a prolonged economic downturn, Fifth Third’s results of operations, financial position and/or liquidity could be materially and adversely affected. These market conditions may affect the Bancorp’s ability to access debt and equity capital markets.
In the event that these conditions recur or result in a prolonged economic downturn, Fifth Third’s financial position, results of operations and/or liquidity could be materially and adversely affected. These market conditions may affect the Bancorp’s ability to access debt and equity capital markets.
GENERAL BUSINESS RISKS Changes in accounting standards or interpretations could impact Fifth Third’s reported earnings and financial condition. The accounting standard setters, including the FASB, the SEC and other regulatory agencies, periodically change the financial accounting and reporting standards that govern the preparation of Fifth Third’s consolidated financial statements.
GENERAL BUSINESS RISKS Changes in accounting standards or interpretations could impact Fifth Third’s reported financial condition and earnings. The accounting standard setters, including the FASB, the SEC and other regulatory agencies, periodically change the financial accounting and reporting standards that govern the preparation of Fifth Third’s consolidated financial statements.
The preparation of financial statements requires Fifth Third to make subjective determinations and use estimates that may vary from actual results and materially impact its results of operations or financial position. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make significant estimates that affect the financial statements.
The preparation of financial statements requires Fifth Third to make subjective determinations and use estimates that may vary from actual results and materially impact its financial position or results of operations. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make significant estimates that affect the financial statements.
Enforcement authorities may seek admissions of wrongdoing and, in some cases, criminal pleas as part of the resolutions of matters and any such resolution of a matter involving Fifth Third which could lead to increased exposure to private litigation, could adversely affect Fifth Third’s reputation and could result in limitations on Fifth Third’s ability to do business in certain jurisdictions.
Enforcement authorities may seek admissions of wrongdoing and, in some cases, criminal pleas as part of the resolutions of matters, and any such resolution of a matter involving Fifth Third could lead to increased exposure to private litigation, adversely affect Fifth Third’s reputation and result in limitations on Fifth Third’s ability to do business in certain jurisdictions.
Compliance with the capital requirements, including leverage ratios, may limit operations that require the intensive use of capital and could adversely affect the Bancorp’s ability to expand or maintain present business levels. Failure by the Bank to meet applicable capital requirements could subject it to a variety of enforcement actions available to the federal regulatory authorities.
Compliance with the capital requirements, including leverage ratios, may limit operations that require the intensive use of capital and could adversely affect the Bancorp’s ability to expand or maintain present business levels. Failure by the Bank to meet applicable capital requirements could subject it to a variety of enforcement actions available to regulatory authorities.
ITEM 1A. RISK FACTORS The risks and uncertainties listed below present risks that could have a material impact on the Bancorp’s financial condition, the results of its operations or its business. Some of these risks and uncertainties are interrelated and the occurrence of one or more of them may exacerbate the effect of others.
ITEM 1A. RISK FACTORS The risks and uncertainties listed below present risks that could have a material impact on the Bancorp’s business, financial condition or results of operations. Some of these risks and uncertainties are interrelated and the occurrence of one or more of them may exacerbate the effect of others.
During the course of an investigation, Fifth Third may not necessarily know the full effects of the incident or how to remediate it, and actions and decisions that are taken or made in an effort to mitigate risk may further increase the costs and other negative consequences of the incident.
During an investigation, Fifth Third may not necessarily know the full effects of the incident or how to remediate it, and actions and decisions that are taken or made in an effort to mitigate risk may further increase the costs and other negative consequences of the incident.
Some Fifth Third customers rely on additional sources of capital from outside the Bancorp. If capital markets are disrupted or unavailable to these borrowers such that they cannot obtain funds for refinancing, those borrowers may experience a shortfall that would leave them unable to honor short-term and/or long-term obligations to the Bancorp.
Some Fifth Third customers rely on additional sources of capital from outside the Bancorp. If public or private capital markets are disrupted or unavailable to these borrowers such that they cannot obtain funds for refinancing, those borrowers may experience a shortfall that would leave them unable to honor short-term and/or long-term obligations to the Bancorp.
Fifth Third’s future success depends, in part, upon Fifth Third’s ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in its operations. Many of Fifth Third’s competitors have substantially greater resources to invest in technological improvements.
Fifth Third’s future success depends, in part, upon Fifth Third’s ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in its operations. Fifth Third’s competitors may have substantially greater resources to invest in technological improvements.
Department of Justice, etc., as well as state and other governmental authorities and self-regulatory bodies, regarding their respective customers and businesses. Also, a violation of law or regulation by another financial institution may give rise to an inquiry or investigation by regulators or other authorities of the same or similar practices by Fifth Third.
Department of Justice, etc., as well as state and other governmental authorities and self-regulatory bodies, regarding their respective businesses. Also, a violation of law or regulation by another financial institution may give rise to an inquiry into or investigation by regulators or other authorities of the same or similar practices by Fifth Third.
In addition to the challenge of competing against other banks in attracting and retaining customers for traditional banking services, Fifth Third’s competitors also include securities dealers, brokers, mortgage bankers, investment advisors and specialty finance, telecommunications, technology and insurance companies as well as large retailers who seek to offer one-stop financial services in addition to other products and services desired by consumers that may include services that banks have not been able or allowed to offer to their customers in the past or may not be currently able or allowed to offer.
In addition to the challenge of competing against other banks in attracting and retaining customers for traditional banking services, Fifth Third’s competitors also include securities dealers, brokers, mortgage bankers, investment advisors, specialty finance, private credit, financial technology and insurance companies as well as large retailers who seek to offer one-stop financial services in addition to other products and services desired by consumers that may include services that banks have not been able or allowed to offer to their customers in the past or may not be currently able or allowed to offer.
The Bancorp and the Bank are subject to such supervisory authority and, more generally, must, in certain instances, obtain prior regulatory approval before engaging in certain activities or corporate decisions. There can be no assurance that such approvals, if required, would be forthcoming or that such approvals would be granted in a timely manner.
The Bancorp and the Bank are subject to such supervisory authority and, more generally, must, in certain instances, obtain prior regulatory approval before engaging in certain activities or corporate decisions. There can be no assurance that such approvals, if required, would be obtained or granted in a timely manner.
As a result of these potential failures, Fifth Third may not adequately prepare for future events and may suffer losses or other setbacks due to these failures. Also, information Fifth Third provides to the public or to its regulators based on models could be inaccurate or misleading due to inadequate design or implementation, for example.
As a result, Fifth Third may not adequately prepare for future events and may suffer losses or other setbacks due to these failures. Also, information Fifth Third provides to the public or to its regulators based on models could be inaccurate or misleading due to inadequate design or implementation, for example.
Core deposits, which include transaction deposits and certificates of deposit $250,000 or less, have historically provided Fifth Third with a sizeable source of relatively stable and low-cost funds (average core deposits funded 77% of average total assets for the year ended December 31, 2024).
Core deposits, which include transaction deposits and certificates of deposit $250,000 or less, have historically provided Fifth Third with a sizeable source of relatively stable and low-cost funds (average core deposits funded 77% of average total assets for the year ended December 31, 2025).
These potential negative effects on financial markets and economic activity could lead to reduced revenues, increased costs, increased credit risks and volatile markets, could adversely impact Fifth Third’s ability to raise liquidity via money and capital markets and could negatively impact Fifth Third’s businesses, results of operations and financial condition.
These potential negative effects on financial markets and economic activity could lead to reduced revenues, increased costs, increased credit risks and volatile markets, could adversely impact Fifth Third’s ability to raise liquidity via money and capital markets and could negatively impact Fifth Third’s business, financial condition and results of operations.
Deterioration or continued weakness in any of these conditions could result in a decrease in demand for Fifth Third’s products and services. Global and domestic political, social and economic uncertainties and changes may adversely affect Fifth Third.
Deterioration or continued weakness in any of these conditions could result in a decrease in demand for Fifth Third’s products and services. Global and domestic political, social, economic and public health uncertainties and changes may adversely affect Fifth Third.
The Bancorp’s ability to receive dividends from its subsidiaries accounts for most of its revenue and could affect its liquidity and ability to pay dividends. Fifth Third Bancorp is a separate and distinct legal entity from its subsidiaries. Fifth Third Bancorp typically receives substantially all of its revenue from dividends from its subsidiaries.
The Bancorp’s ability to receive dividends from its subsidiaries accounts for most of its revenue and could affect its liquidity and ability to pay dividends. The Bancorp is a separate and distinct legal entity from its subsidiaries and typically receives substantially all of its revenue from dividends from its subsidiaries.
The government enforcement authority includes, among other things, the ability to assess significant civil or criminal monetary penalties, fines, or restitution; to issue cease and desist or removal orders; and to initiate injunctive actions against banking organizations and institution-affiliated parties. These enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices.
Government enforcement authority includes the ability to: assess significant civil or criminal monetary penalties, fines or restitution; issue cease and desist or removal orders; and initiate injunctive actions against banking organizations and institution-affiliated parties. These enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices.
These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt 33 Fifth Third Bancorp Table of Contents and equity capital markets, broad trends in industry and finance, unemployment, tariffs or other anticipated changes in trade policy and other social, economic and political impacts of the incoming administration and the strength of the U.S. economy and the local economies in which Fifth Third operates, all of which are beyond Fifth Third’s control.
These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, unemployment, tariffs or other anticipated changes in trade policy and other social, economic and political impacts of the incoming administration and the strength of the U.S. economy and the local economies in which Fifth Third operates, all of which are beyond Fifth Third’s control.
If Fifth Third is not able to hire qualified candidates or retain its key personnel, Fifth Third may be unable to execute its business strategies and may suffer adverse consequences to its business, operations and financial condition.
If Fifth Third is not able to hire qualified candidates or retain its key personnel, Fifth Third may be unable to execute its business strategies and may suffer adverse consequences to its business, financial condition and results of operations.
Advances in technology such as e-commerce, telephone, internet and mobile banking and in-branch self-service technologies 35 Fifth Third Bancorp Table of Contents including automatic teller machines and other equipment, as well as changing work arrangements and customer preferences for these other methods of accessing Fifth Third’s products and services, could affect the value of Fifth Third’s branch network or other retail distribution assets and may cause it to change its retail distribution strategy, close and/or sell certain branches or parcels of land held for development and restructure or reduce its remaining branches and work force.
Advances in technology such as e-commerce, telephone, internet and mobile banking and in-branch self-service technologies including automatic teller machines and other equipment, as well as changing work arrangements and customer preferences for these other methods of accessing Fifth Third’s products and services, could affect the value of Fifth Third’s branch network or other retail distribution assets and may cause it to change its retail distribution strategy, close and/or sell certain branches or parcels of land held for development and restructure or reduce its remaining branches and work force.
When rates fall, mortgage originations tend to increase and the value of MSRs tends to decline, also with some offsetting revenue effect. Even though the origination of mortgage loans can act as a “natural hedge,” the hedge is not perfect, either in amount or timing.
When rates fall, mortgage originations tend to increase and the value of MSRs tends to decline, also with some offsetting revenue effect. Even though the origination of mortgage loans can act as a natural hedge, the hedge is not perfect, either in amount or timing.
Additionally, these strategies, products and lines of business may bring with them unforeseeable or unforeseen risks and may not generate the expected results or returns, which could adversely affect Fifth Third’s results of operations or future growth prospects and cause Fifth Third to fail to meet its stated goals and expectations.
Additionally, these strategies may bring with them unforeseeable or unforeseen risks and may not generate the expected results or returns, which could adversely affect Fifth Third’s results of operations or future growth prospects and cause Fifth Third to fail to meet its stated goals and expectations.
In this regard, government authorities, including the bank regulatory agencies and law enforcement, are also pursuing aggressive enforcement actions with respect to compliance and other legal matters involving financial activities, which heightens the risks associated with actual and perceived compliance failures and may also adversely affect Fifth Third’s ability to enter into certain transactions or engage in certain activities, or obtain necessary regulatory approvals in connection therewith.
In this regard, government authorities, including the bank regulatory agencies and law enforcement, may pursue enforcement actions with respect to compliance and other legal matters involving financial activities, which heightens the risks associated with actual and perceived compliance failures and may also adversely affect Fifth Third’s ability to enter into certain transactions or engage in certain activities, or obtain necessary regulatory approvals in connection therewith.
In some cases, regulatory agencies may take supervisory actions that may not be publicly disclosed, which restrict or limit a financial institution. Finally, as part of Fifth Third’s regular examination process, the Bancorp and the Bank’s respective regulators may advise it and its banking subsidiary to operate under various restrictions as a prudential matter.
In some cases, regulatory agencies may take supervisory actions that may not be publicly disclosed, which could restrict or limit Fifth Third. Finally, as part of Fifth Third’s regular examination process, the Bancorp and the Bank’s respective regulators may advise it and its banking subsidiary to operate under various restrictions as a prudential matter.
If Fifth Third were to complete the sale of any of its businesses, investments and/or interests in third parties, it would lose the income from the sold businesses and/or interests, including those accounted for under the equity method of accounting, and such loss of income could have an adverse effect on its future earnings and growth.
If Fifth Third were to complete the sale of any of its businesses, investments and/or interests in third parties, it would lose the income from the sold businesses and/or interests, including those accounted for under the equity method of accounting, and such loss of income could have an 36 Fifth Third Bancorp Table of Contents adverse effect on its future earnings and growth.
The ability of Fifth Third Bancorp’s subsidiaries to pay dividends or make other payments or distributions depends on their respective operating results and may be restricted by, among other things, regulatory constraints, prevailing economic conditions (including interest rates) and financial, business and other factors, many of which are beyond the control of Fifth Third Bancorp.
The ability of its subsidiaries to pay dividends or make other payments or distributions depends on their respective operating results and may be restricted by, among other things, regulatory constraints, prevailing economic conditions (including interest rates) and financial, business and other factors, many of which are beyond the control of the Bancorp.
Fifth Third believes that both the ALLL and the reserve for unfunded commitments are adequate to cover expected losses at December 31, 2024. However, there is no assurance that they will be sufficient to cover future credit losses associated with exposures existing at December 31, 2024, especially if economic conditions decline.
Fifth Third believes that both the ALLL and reserve for unfunded commitments are adequate to cover expected losses at December 31, 2025. However there is no assurance that they will be sufficient to cover all potential future credit losses associated with exposures existing at December 31, 2025, especially if economic conditions decline.
Although Fifth Third establishes accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated, Fifth Third does not have accruals 30 Fifth Third Bancorp Table of Contents for all legal proceedings where it faces a risk of loss.
Although Fifth Third establishes accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated, Fifth Third does not have accruals for all legal proceedings where it faces a risk of loss.
Although Fifth Third has a defined risk-based approach for client selection, Fifth Third could be inherently exposed to reputational, financial and legal risk, and its ability to retain and attract customers and employees may be negatively impacted as a result of these contrasting arguments in how a financial institution should address these issues.
Although Fifth Third has a defined risk-based approach for client selection, Fifth Third could be inherently exposed to reputational, financial and legal risk, and its ability to retain and attract customers and employees may be negatively impacted as a result of contrasting opinions about how a financial institution should address these issues.
Treasury may trigger liquidation under this authority only after consultation with the President of the United States and after receiving a recommendation from the board of the FDIC and the FRB upon a two-thirds vote. Liquidation proceedings will be funded by the Orderly Liquidation Fund established under Dodd-Frank, which will borrow from the U.S.
Treasury may trigger liquidation under this authority only after consultation with the President of the United States and after receiving a recommendation from the board of directors of the FDIC and the FRB upon a two-thirds vote. Liquidation proceedings will be funded by the Orderly Liquidation Fund, which will borrow from the U.S.
These dividends are the principal source of funds to pay dividends on Fifth Third Bancorp’s stock and interest and principal on its debt.
These dividends are the principal source of funds to pay dividends on the Bancorp’s stock and interest and principal on its debt.
Certain changes in laws such as tax law reforms that impose limitations on the deductibility of interest may decrease the demand for Fifth Third’s products or services and could negatively affect its revenues and results of operations.
Certain changes in laws or regulations such as tax law reforms that impose limitations on the deductibility of interest may decrease the demand for Fifth Third’s products or services and could negatively affect its financial condition and results of operations.
If Fifth Third is unable to maintain or grow its deposits, it may be subject to paying higher funding costs. The total amount that Fifth Third pays for funding costs is dependent, in part, on Fifth Third’s ability to maintain or grow its deposits.
The total amount that Fifth Third pays for funding costs is dependent, in part, on Fifth Third’s ability to maintain or grow its deposits. If Fifth Third is unable to sufficiently maintain or grow its deposits to meet liquidity objectives, it may be subject to paying higher funding costs.
Decisions that its regulators make, including those related to capital distributions to its shareholders, could be affected adversely due to the perception that the models used to generate the relevant information are unreliable or inadequate. 37 Fifth Third Bancorp Table of Contents Fifth Third’s framework for managing risks may not be effective in mitigating its risk and loss.
Decisions that its regulators make, including those related to capital distributions to its shareholders, could be affected adversely due to the perception that the models used to generate the relevant information are unreliable or inadequate. Fifth Third’s framework for managing risks may not be effective in mitigating its risk and loss.
In addition, any security compromise or information technology system disruptions in the financial services industry as a whole, whether actual or perceived, could interrupt the Bancorp’s business or operations, harm its reputation, erode borrower confidence, negatively affect the Bancorp’s ability to attract new members, or subject it to third-party lawsuits, regulatory fines or other action or liability, which could adversely affect Fifth Third’s business and results of operations.
In addition, any security compromise or information technology system disruptions in the financial services industry could interrupt Fifth Third’s business or operations, harm its reputation, erode borrower confidence, negatively affect Fifth Third’s ability to attract new members, or subject it to third-party lawsuits, regulatory fines or other action or liability, which could adversely affect Fifth Third’s business and results of operations.
Fifth Third is subject to environmental, social and governance risks that could adversely affect its reputation, the trading price of its common stock and/or its business, operations and earnings. There is continued focus, including from governmental organizations, regulators, investors, customers and other stakeholders, on environmental, social, governance and sustainability issues. Laws and regulations related to these issues continue to evolve.
Fifth Third is subject to environmental, social and governance risks that could adversely affect its reputation, the trading price of its common stock and/or its business, operations and earnings. There is continued focus, including from governmental organizations, regulators, investors, customers and other stakeholders, on environmental, social, governance and sustainability issues.
Failure to properly utilize system enhancements that are implemented in the future could result in impairment charges that adversely impact Fifth Third’s financial condition and results of operations and could result in significant costs to remediate or replace the defective components.
Failure to properly utilize system enhancements that are implemented in the future could result in impairment charges that adversely impact 30 Fifth Third Bancorp Table of Contents Fifth Third’s financial condition and results of operations and could result in significant costs to remediate or replace the defective components.
Changes in regulation and supervisory and enforcement focus could affect Fifth Third in a substantial way and could have an adverse effect on its business, financial condition and results of operations.
Changes in regulation and supervisory and enforcement focus could affect Fifth Third in a substantial way and could have an adverse 32 Fifth Third Bancorp Table of Contents effect on its business, financial condition and results of operations.
Global financial markets, including the U.S., face political and economic uncertainties (such as recent budget deficit concerns and political conflict over legislation to raise the U.S. government’s debt limit) that may delay investment and hamper economic activity.
Global financial markets, including the U.S., face political and economic uncertainties (such as recent budget deficit concerns and political conflict over legislation to raise the U.S. government’s debt limit or a prolonged government shutdown) that may delay investment and hamper economic activity.
Substantial legal liability or significant regulatory or other enforcement action against Fifth Third could materially adversely affect its business, financial condition or results of operations and/or cause significant reputational harm to its business. The outcome of lawsuits and regulatory proceedings may be difficult to predict or estimate.
Substantial legal liability or regulatory or other enforcement action against Fifth Third could materially adversely affect its business, financial condition or results of operations and/or cause significant reputational harm to its business. The outcome of lawsuits and regulatory proceedings may be difficult to predict or estimate and may involve claims for substantial compensatory and/or punitive damages.
Changes in monetary policy, including changes in interest rates and inflation, could influence the origination of loans, the prepayment speed of loans, the purchase of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits or other sources of funding as well as customers’ ability to repay loans.
Changes in monetary policy, including changes in interest rates and inflation, could influence the origination of loans, the prepayment speed of loans, the purchase of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits or other sources of funding as well as customers’ 34 Fifth Third Bancorp Table of Contents ability to repay loans.
While the Bancorp believes that its current business continuity plans are both sufficient and adequate, there can be no assurance that such plans will fully mitigate all potential business continuity risks to the Bancorp or its customers and clients.
While the Bancorp believes that its current business continuity plans are adequate, there can be no assurance that such plans will fully mitigate all potential risks to Fifth Third, its customers or its clients.
Customers may also move noninterest-bearing deposits to interest-bearing accounts increasing the cost of those deposits. Checking and savings account balances and other forms of customer deposits may decrease when customers perceive alternative investments, such as the stock market, as providing a better risk/return trade-off.
Also, customers typically move money from bank deposits to alternative investments during rising interest rate environments. Customers may also move noninterest-bearing deposits to interest-bearing accounts increasing the cost of those deposits. Checking and savings account balances and other forms of customer deposits may decrease when customers perceive alternative investments, such as the stock market, as providing a better risk/return trade-off.
Competition for qualified candidates in the activities and markets that Fifth Third serves is intense, which may increase Fifth Third’s expenses and may result in Fifth Third not being able to hire candidates or retain them.
Competition for qualified candidates is intense, which may increase Fifth Third’s expenses and may result in Fifth Third not being able to hire candidates or retain them.
If its borrowers are adversely affected due to a widespread health emergency that impacts Fifth Third employees, vendors or economic growth generally, Fifth Third’s financial condition and results of operations could be adversely affected. LIQUIDITY RISKS Fifth Third must maintain adequate sources of funding and liquidity.
If its borrowers are adversely affected due to a widespread health emergency that impacts Fifth Third employees, vendors or economic growth generally, Fifth Third’s results of operations and financial condition could be adversely affected.
If an event of this nature occurred at Fifth Third or one of its third-party providers and such event proved to be material, this could result in disruptions to Fifth Third’s accounting, deposit, lending and other systems, and adversely affect its customer relationships.
If a material event of this nature occurred at Fifth Third or one of its third- or fourth-party providers, it could result in disruptions to Fifth Third’s accounting, deposit, lending and other systems, and adversely affect its customer relationships.
The price for shares of Fifth Third’s common stock may fluctuate significantly in the future, and these fluctuations may be unrelated to Fifth 34 Fifth Third Bancorp Table of Contents Third’s performance.
The price for shares of Fifth Third’s common stock may fluctuate significantly in the future, and these fluctuations may be unrelated to Fifth Third’s performance.
Future changes in laws or regulations (including tax laws and regulations such as the Inflation Reduction Act) or their interpretations or enforcement may also be materially adverse to Fifth Third and its shareholders or may require Fifth Third to expend significant time and resources to comply with such requirements.
Future changes in laws or regulations or their interpretations or enforcement may also be materially adverse to Fifth Third and its shareholders or may require Fifth Third to expend significant time and resources to comply with such requirements.
In addition, because the techniques used to cause such security breaches change frequently, often are not recognized until launched against a target and may originate from remote and less regulated areas around the world, Fifth Third may be unable to 27 Fifth Third Bancorp Table of Contents proactively address these techniques or to implement adequate preventative measures.
Moreover, because the techniques used to cause such security breaches change frequently, may not be recognized until launched against a target and may originate from remote and less regulated areas around the world, Fifth Third may be unable to proactively address these techniques or to implement adequate preventative measures.
Third-party service providers with which the Bancorp does business both domestically and offshore, as well as vendors and other third parties with which the Bancorp’s customers do business, can also be sources of operational risk to the Bancorp, particularly where processes are highly concentrated or in widespread use on critical Bancorp systems, or activities of customers are beyond the Bancorp’s security and control systems, such as through the use of the internet, personal computers, tablets, smart phones and other mobile services.
Third-party service providers with which Fifth Third does business, as well as vendors and other third parties with which Fifth Third’s customers do business, can also be sources of operational risk to Fifth Third, particularly where processes are highly concentrated or customer activities are beyond Fifth Third’s security and control systems, such as through the use of the internet, personal computers, tablets, smart phones and other mobile services.
This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Bancorp interacts on a daily basis, and therefore could adversely affect Fifth Third. 25 Fifth Third Bancorp Table of Contents Inability to refinance in capital markets could cause a default that impacts Fifth Third borrowers.
This is sometimes referred to as systemic risk and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Bancorp interacts on a daily basis, and therefore could adversely affect Fifth Third. Inability to refinance in public or private capital markets could cause a default that impacts Fifth Third borrowers.
Industry trends demonstrate a shift towards the use of cloud providers, Software as a Service partners and hosted platforms rather than traditional software services that can be operated from within a company’s firewall and data centers, and the implementation and development of new and emerging technologies such as artificial intelligence.
Financial services industry trends demonstrate a shift towards the use of cloud providers, Software as a Service partners and hosted platforms rather than traditional software services that can be operated from within a company’s firewall and data centers.
Fifth Third develops for itself, and licenses from others, intellectual property for use in conducting its business. This intellectual property has been, and may be, subject to misappropriation or infringement by third parties as well as claims that Fifth Third’s use of certain technology or other intellectual property infringes on rights owned by others.
This intellectual property has been, and may be, subject to misappropriation or infringement by third parties as well as claims that Fifth Third’s use of certain technology or other intellectual property infringes on rights owned by others.
These additional risks are further heightened through the increasing use of near real-time money movement solutions such as Zelle, and increase the difficulty to detect, prevent and recover fraudulent transactions.
The risks relating to security and availability of Fifth Third’s systems are further heightened through the increasing use of near real-time money movement solutions such as Zelle, and increase the difficulty to detect, prevent and recover fraudulent transactions.
Conversely, states throughout the Bank’s footprint have taken actions or proposed measures to limit the state’s ability to do business with financial institutions or other businesses identified as discriminating against certain industries (such as those which are carbon intensive) or practices based on environmental or social criteria.
States throughout Fifth Third’s footprint have taken actions or proposed measures to limit the state’s ability to do business with financial institutions or other businesses identified as discriminating against certain industries or practices based on environmental or social criteria.
In addition, Fifth Third may incur significant training, licensing, maintenance, consulting, depreciation expense and amortization expenses during and after systems implementations, and any such costs may continue for an extended period of time.
In addition, Fifth Third may become involved in licensing disputes or other litigation related to intellectual property or incur significant training, licensing, maintenance, consulting, depreciation expense and amortization expenses during and after systems implementations, and any such costs may continue for an extended period of time.
Thus, Fifth Third’s ultimate losses may be higher, and possibly significantly so, than the amounts accrued for legal loss contingencies, which could adversely affect Fifth Third’s results of operations.
In addition, amounts accrued may not represent the ultimate loss to Fifth Third from the legal proceedings in question. Thus, Fifth Third’s ultimate losses may be higher, and possibly significantly so, than the amounts accrued for legal loss contingencies, which could adversely affect Fifth Third’s results of operations.
General market price declines or market volatility in the future could adversely affect the price for shares of Fifth Third’s common stock and the current market price of such shares may not be indicative of future market prices. Fifth Third’s mortgage banking net revenue can be volatile from quarter to quarter.
General market price declines or market volatility in the future could adversely affect the price for shares of Fifth Third’s common stock and the current market price of such shares may not be indicative of future market prices. Changes in the market could impact Fifth Third’s mortgage banking business.
Other changes in laws or regulations could cause Fifth Third’s third-party service providers and other vendors to increase the prices they charge to Fifth Third and negatively affect Fifth Third’s expenses and financial results. Fifth Third could suffer from unauthorized use of intellectual property.
Other changes in laws or regulations could cause Fifth Third’s third-party service providers and other vendors to increase prices and negatively affect Fifth Third’s expenses and financial results. Fifth Third could suffer from unauthorized use of intellectual property. Fifth Third develops for itself, and licenses from others, intellectual property for use in conducting its business.
Additionally, other activist groups and state officials have in the past targeted firms with public criticism and penalties for engaging in, or adhering to, certain environmental, social or governance practices or principles.
Activist groups and state officials have targeted firms with public criticism and penalties either for engaging in, or not engaging in, certain environmental, social or governance practices or principles.
Fifth Third is subject to extensive governmental regulation which could adversely impact Fifth Third or the businesses in which Fifth Third is engaged. Government regulation and legislation subject Fifth Third and other financial institutions to restrictions, oversight and/or costs that may have an impact on Fifth Third’s business, financial condition, results of operations or the price of its common stock.
Government regulation and legislation subject Fifth Third to restrictions, oversight and/or costs that may have an impact on Fifth Third’s business, financial condition, results of operations or the price of its common stock.
Despite Fifth Third’s efforts to prevent a cyber-attack and monitoring of data flow inside and outside Fifth Third, due to the increasing sophistication of techniques used by attackers to conceal access to systems, a successful cyber-attack could persist for an extended period of time before being detected, and, following detection, it could take considerable time for Fifth Third to obtain full and reliable information about the cybersecurity incident and the extent, amount and type of information compromised.
Despite Fifth Third’s efforts to prevent a cyber-attack, a successful cyber-attack could persist for an extended period before being detected and, following detection, it could take considerable time for Fifth Third to obtain full and reliable information about the cybersecurity incident and the extent, amount and type of information compromised.
These laws and regulations may impose additional compliance or disclosure obligations on us. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact Fifth Third’s reputation, ability to do business with certain partners, access to capital and its stock price.
Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact Fifth Third’s reputation, ability to do business with certain partners, access to capital and its stock price.
New technological advancements may subject Fifth Third to additional risks. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services (including those related to or involving artificial intelligence, machine learning, blockchain and other distributed ledger technologies), and an established and growing demand for mobile and other phone and computer banking applications.
New technological advancements, such as AI, may subject Fifth Third to additional risks. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, and an established and growing demand for mobile and other phone and computer banking applications.
An additional risk is the use of third- and fourth-party providers to host critical data and platforms for Fifth Third, or in some cases provide services to Fifth Third domestically and internationally. Fifth Third has a third-party risk program to oversee third- and fourth-party providers.
Additionally, Fifth Third uses third- and fourth-party providers to host data, products, services, systems or platforms for Fifth Third, or in some cases to provide services to Fifth Third domestically and internationally. Fifth Third has a third-party risk program to oversee third- and fourth-party providers.
In addition, the markets and industries in which Fifth Third and its potential acquisition and investment targets operate are highly competitive. Acquisition or investment targets may lose customers or otherwise perform poorly or unprofitably, or in the case of an acquired business or strategic relationship, cause Fifth Third to lose customers or perform poorly or unprofitably.
Acquisition or investment targets may lose customers or otherwise perform poorly or unprofitably, or in the case of an acquired business or strategic relationship, cause Fifth Third to lose customers or perform poorly or unprofitably.
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%.
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 33 Fifth Third Bancorp Table of Contents officers.
Many of Fifth Third’s transactions with other financial institutions expose Fifth Third to credit risk in the event of default of a counterparty or client. In addition, Fifth Third’s credit risk may be affected when the collateral it holds cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure.
In addition, Fifth Third’s credit risk may be affected when the collateral it holds cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure. The commercial soundness of many financial institutions may be closely interrelated as a result of credit, trading, clearing or other relationships between the institutions.
Future investment in these areas could have higher than expected costs and/or result in operating inefficiencies, which could increase the costs associated with the implementation as well as ongoing operations.
Future investment in these areas could have higher than expected costs and/or result in operating inefficiencies, which could increase the costs associated with the implementation as well as ongoing operations. Further, clients and customers use their own devices to utilize mobile banking and online services.
Fifth Third owns, or owns a minority stake in, as applicable, several businesses, investments and other assets that, in the future, may no longer be aligned with Fifth Third’s strategic plans or regulatory expectations.
Additionally, lost income from these sales could have an adverse effect on its future earnings and growth. Fifth Third owns, or owns a minority stake in, as applicable, several businesses, investments and other assets that, in the future, may no longer be aligned with Fifth Third’s strategic plans or regulatory expectations.
If new information arises that results in a material change to a reserve amount, such a change could result in a change to previously announced financial results. Refer to the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information regarding management’s significant estimates.
If new information arises that results in a material change to a reserve amount, such a change could result in a change to previously announced financial results. Refer to the Critical Accounting Policies section of Item 7 of this Annual Report for more information regarding management’s significant estimates. Severe weather events may impact Fifth Third’s loan portfolio and operations.
Fifth Third may not be able to successfully implement and integrate future system enhancements, which could adversely impact the ability to provide timely and accurate financial information in compliance with legal and regulatory requirements, which could result in sanctions from regulatory authorities. Such sanctions could include fines and result in reputational harm and have other negative effects.
Fifth Third may not be able to acquire or protect rights to its licensed or owned intellectual property or successfully implement and integrate future system enhancements, which could adversely impact the ability to provide timely and accurate financial information in compliance with legal and regulatory requirements, which could result in sanctions from regulatory authorities.
In addition, if Fifth Third does not appropriately comply with current or future legislation and regulations, especially those that apply to its consumer operations, which has been an area of heightened focus, Fifth Third may be subject to fines, penalties or judgments, or material regulatory restrictions on its businesses, which could adversely affect operations and, in turn, financial results.
In addition, if Fifth Third does not comply with applicable legislation and regulations, Fifth Third may be subject to litigation, fines, penalties or judgments, or material regulatory restrictions on its businesses, which could adversely affect operations and, in turn, financial results, or that materially adversely affect its shareholders.
Fifth Third’s actual or alleged conduct in activities, such as certain sales and lending practices, data security, operational resiliency, corporate governance and acquisitions, inappropriate behavior or misconduct of employees, failure to deliver minimum or required standards of service or quality, association with particular customers, business partners, investments or vendors, as well as developments from any of the other 36 Fifth Third Bancorp Table of Contents risks described above, may result in negative public opinion at large (or with certain segments of the public) and may damage Fifth Third’s reputation.
Fifth Third’s actual or alleged conduct in activities, such as certain sales and lending practices, data security, operational resiliency, governance, acquisitions, employee misconduct, service quality, or associations with certain customers, business partners, investments or vendors, as well as developments from any of the other risks described above, may damage Fifth Third’s reputation and generate negative public opinion.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Technology Committee’s primary purpose is to assist the Board of Directors in its oversight of plans and operations related to information technology, cybersecurity, data privacy and third-party technology strategy. The Bancorp’s Risk and Compliance Committee of the Board of Directors oversees the Bancorp’s Enterprise Risk Management Framework and policies, including oversight of risks related to information security.
Biggest changeBoard of Directors Oversight The Technology Committee of the Bancorp’s Board of Directors takes primary responsibility for overseeing the Bancorp’s information security programs at the Board of Directors level. The Technology Committee’s primary purpose is to assist the Board of Directors in its oversight of plans and operations related to information technology, cybersecurity, data privacy and third-party technology strategy.
In addition to the Board oversight discussed below, the Bancorp’s Internal Audit function independently oversees, reviews and validates these activities and reports to the Board of Directors on the effectiveness of governance, risk management and internal controls. The Bancorp has established an Enterprise Risk Management Framework which informs the Bancorp’s risk management programs.
In addition to the Board of Directors oversight discussed below, the Bancorp’s Internal Audit function independently oversees, reviews and validates these activities and reports to the Board of Directors on the effectiveness of governance, risk management and internal controls. The Bancorp has established an Enterprise Risk Management Framework which informs the Bancorp’s risk management programs.
As of December 31, 2024, the Bancorp is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect Fifth Third, including its business strategies, results of operations or financial condition.
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.
The ISGC provides cybersecurity reports periodically to the Risk and Compliance Committee and is comprised of the Bancorp’s senior information security, information technology and enterprise risk management leaders, including the Chief Information Security Officer (“CISO”), Chief Information Officer, Chief Technology & Information Security Officer, Chief Data Officer and Chief Operational Risk Officer.
The TISGC provides cybersecurity reports periodically to the Risk and Compliance Committee and is comprised of the Bancorp’s senior information security, information technology and enterprise risk management leaders, including the Chief Information Security Officer (“CISO”), Chief Information Officer, Chief Technology & Information Security Officer, Chief Data Officer, Chief Technology Officer and Chief Operational Risk Officer.
In the event of a material cybersecurity incident, the Bancorp’s incident response procedures include notifications to the Technology Committee, Risk and Compliance Committee and full Board of Directors, when appropriate and necessary. 39 Fifth Third Bancorp Table of Contents Management Oversight The Bancorp’s Information Security Governance Committee (“ISGC”) is a management committee that reviews and discusses critical information security risks that impact the Bancorp, identifies solutions to address these risks and has oversight of the Bancorp’s information technology and information security policies.
In the event of a material cybersecurity incident, the Bancorp’s incident response procedures include notifications to the Technology Committee, Risk and Compliance Committee and full Board of Directors, when appropriate and necessary. 40 Fifth Third Bancorp Table of Contents Management Oversight The Bancorp’s Technology and Information Security Governance Committee (“TISGC”) is a management committee that reviews and discusses critical information security risks that impact the Bancorp, identifies solutions to address these risks and has oversight of the Bancorp’s information technology and information security policies.
The ISGC’s membership enables the ISGC to be informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents, if any, in accordance with the Bancorp’s incident response plans. The Bancorp’s CISO is responsible for information security policies and the coordination of information security efforts across the organization.
The TISGC’s membership enables the TISGC to be informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents, if any, in accordance with the Bancorp’s incident response plans. The Bancorp’s CISO is responsible for information security policies and the coordination of information security efforts across the organization.
Refer to the Risk Management – Overview section of Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of this Annual Report for additional information on the Bancorp’s Enterprise Risk Management Framework and related risk management processes.
Refer to the Risk Management – Overview section of Item 7 of this Annual Report for additional information on the Bancorp’s Enterprise Risk Management Framework and related risk management processes.
The Bancorp also maintains a Third Party Risk Management Program to perform similar functions related to risks associated with the Bancorp’s relationships with third parties. This assists the Bancorp in its management of its relationships with third parties, which includes considerations for identifying, analyzing and monitoring the cybersecurity risks that third parties may present to Fifth Third.
This assists the Bancorp in its management of its relationships with third parties, which includes considerations for identifying, analyzing and monitoring the cybersecurity risks that third parties may present to Fifth Third. The Bancorp also maintains a third-party incident response program to govern its response in the event of third-party cybersecurity events.
The Risk and Compliance Committee receives periodic reports from the Technology Committee and these committees meet jointly at least once per year to discuss the Company’s programs and risks. The full Board of Directors receives reports from the Technology Committee and the Risk and Compliance Committee about the Bancorp’s cybersecurity programs as a result of the above-described oversight.
The Bancorp’s Risk and Compliance Committee of the Board of Directors oversees the Bancorp’s Enterprise Risk Management Framework and policies, including oversight of risks related to information security. The Risk and Compliance Committee receives periodic reports from the Technology Committee and these committees meet jointly at least once per year to discuss the Company’s programs and risks.
The CISO implements and oversees processes for the regular monitoring of information systems. This includes the deployment of advanced security measures and system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the CISO is equipped with a well-defined incident response plan.
This includes the deployment of advanced security measures and system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the CISO is equipped with a well-defined incident response plan. This plan includes immediate actions designed to mitigate the impact of any incident, and long-term strategies for remediation and prevention of future incidents.
The Bancorp’s IT CSRM team monitors that the CISO has appropriate authority to carry out the duties and responsibilities necessary of that position. The CISO remains informed about developments in cybersecurity, including potential threats and emerging risk management techniques, reporting such information to the Chief Information Officer and Technology Committee periodically.
The Bancorp’s IT CSRM team monitors that the CISO has appropriate authority to carry out the duties and responsibilities necessary of that position.
Removed
The Bancorp also maintains a third-party incident response program to govern its response in the event of third-party cybersecurity events. Board of Directors Oversight The Technology Committee of the Bancorp’s Board of Directors takes primary responsibility for overseeing the Bancorp’s information security programs at the Board level.
Added
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.
Removed
This plan includes immediate actions designed to mitigate the impact of any incident, and long-term strategies for remediation and prevention of future incidents.
Added
The Bancorp also maintains a Third Party Risk Management Program to perform similar functions related to risks associated with the Bancorp’s relationships with third parties, including the Bancorp’s third-party service providers.
Added
The full Board of Directors receives reports from the Technology Committee and the Risk and Compliance Committee about the Bancorp’s cybersecurity programs as a result of the above-described oversight.
Added
The CISO remains informed about developments in cybersecurity by monitoring the prevention, detection, mitigation and remediation of cybersecurity threats and events on an ongoing basis, as well as emerging risk management techniques, and reports such information to the Chief Information Officer and Technology Committee periodically. The CISO implements and oversees processes for the regular monitoring of information systems.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed3 unchanged
Biggest changeAt December 31, 2024, the Bancorp, through its banking and non-banking subsidiaries, operated 1,089 banking centers, of which 716 were owned, 186 were leased and 187 were in owned buildings but on leased land. The banking centers are located in the states of Ohio, Florida, Michigan, Illinois, Indiana, North Carolina, Kentucky, Tennessee, Georgia, South Carolina and West Virginia.
Biggest changeAt December 31, 2025, the Bancorp, through its banking subsidiary, operated 1,130 banking centers, of which 713 were owned, 185 were leased and 232 were in owned buildings but on leased land. The banking centers are located in the states of Ohio, Florida, Michigan, Illinois, Indiana, North Carolina, Kentucky, Tennessee, Georgia, South Carolina, West Virginia and Alabama.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

18 edited+6 added−1 removed2 unchanged
Biggest changeZaunbrecher was a partner at the law firm Dinsmore and Shohl LLP, where she practiced for 28 years and served as the Chair of the Corporate Department and a member of the firm’s board of directors and executive committee. 42 Fifth Third Bancorp Table of Contents PART II
Biggest changeExecutive Vice President and Chief Legal Officer. Mr. Gonzalez has been Executive Vice President and Chief Legal Officer since July 2025. Prior to Fifth Third, Mr. Gonzalez was a partner at the law firm Dinsmore & Shohl, LLP, where he served as an Executive Board Member and Corporate Department Chair. Kevin J. Khanna , 51.
Executive Vice President and Chief Financial Officer since January 2024. Mr. Preston has been an Executive Vice President of the Bancorp since October 2022. Previously, Mr.
Preston has been Executive Vice President and Chief Financial Officer since January 2024. Mr. Preston has been an Executive Vice President of the Bancorp since October 2022. Previously, Mr.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 40 Fifth Third Bancorp Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Officers are appointed annually by the Board of Directors at the meeting of Directors immediately following the Annual Meeting of Shareholders.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 41 Fifth Third Bancorp Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Officers are appointed annually by the Board of Directors at the meeting of Directors immediately following the Annual Meeting of Shareholders.
The names, ages and positions of the Executive Officers of the Bancorp as of February 24, 2025 are listed below along with their business experience during the past five years: Timothy N. Spence , 46. Chairman, Chief Executive Officer and President. Mr. Spence has been Chairman since January 2024, Chief Executive Officer since July 2022 and President since October 2020.
The names, ages and positions of the Executive Officers of the Bancorp as of February 24, 2026 are listed below along with their business experience during the past five years: Timothy N. Spence , 47. Chairman, Chief Executive Officer and President. Mr. Spence has been Chairman since January 2024, Chief Executive Officer since July 2022 and President since October 2020.
Executive Vice President and Chief Marketing Officer since February 2023. Previously, Ms. Stevens was Chief Digital Officer and Head of Digital, Marketing, Design and Innovation from November 2020 to February 2023. She also served as Senior Vice President, Chief Digital Officer and Head of Omnichannel Banking Experiences, Design, and Innovation from May 2016 through November 2020.
Stevens was Chief Digital Officer and Head of Digital, Marketing, Design and Innovation from November 2020 to February 2023. She also served as Senior Vice President, Chief Digital Officer and Head of Omnichannel Banking Experiences, Design, and Innovation from May 2016 through November 2020.
Preston served as the Treasurer of the Bancorp from February 2020 to January 2024, Consumer Line of Business Chief Financial Officer from September 2017 to February 2020, Assistant Treasurer from March 2014 to September 2017 and in various other roles in finance and accounting within Fifth Third from 2008 to 2014. Jude A. Schramm , 52.
Preston served as the Treasurer of the Bancorp from February 2020 to January 2024, Consumer Line of Business Chief Financial Officer 42 Fifth Third Bancorp Table of Contents from September 2017 to February 2020, Assistant Treasurer from March 2014 to September 2017 and in various other roles in finance and accounting within Fifth Third from 2008 to 2014. Jude A.
Executive Vice President and Chief Human Resources Officer since September 2021. Previously, Ms. Pinckney was Senior Vice President and Director of Human Capital Business Consulting from February 2012 through September 2021 and Director of Employee Relations from March 2010 to February 2012. Prior to that, she held various positions within Fifth Third’s human resources division. Bryan D. Preston , 48.
Pinckney was Senior Vice President and Director of Human Capital Business Consulting from February 2012 through September 2021 and Director of Employee Relations from March 2010 to February 2012. Prior to that, she held various positions within Fifth Third’s human resources division. Bryan D. Preston , 49. Executive Vice President and Chief Financial Officer. Mr.
Lavender was Senior Vice President and Managing Director of Large Corporate and Specialized Lending from January 2009 to 2016 and the Senior Vice President and Head of National Healthcare Lending from December 2005 to January 2009. James C. Leonard , 55. Executive Vice President and Chief Operating Officer since January 2024. Mr.
Lavender was the Head of Corporate Banking from 2016 to January 2020, Senior Vice President and Managing Director of Large Corporate and Specialized Lending from January 2009 to 2016 and the Senior Vice President and Head of National Healthcare Lending from December 2005 to January 2009. James C. Leonard , 56. Executive Vice President and Chief Operating Officer. Mr.
Gibson served as Head of Business Banking and Chief Enterprise Corporate Responsibility Officer from December 2020 to February 2022, Head of Business Banking from September 2013 to December 2020, Senior Vice President from September 2011 to June 2019, and Business Banking Executive for Fifth Third’s East Michigan Region from July 2011 to September 2013. Kevin P. Lavender , 63.
Gibson served as Head of Business Banking and Chief Enterprise Corporate Responsibility Officer from December 2020 to February 2022, Head of Business Banking from September 2013 to December 2020, Senior Vice President from September 2011 to June 2019, and Business Banking Executive for Fifth Third’s East Michigan Region from July 2011 to September 2013. Christian Gonzalez , 45.
Executive Vice President and Head of Commercial Bank of the Bancorp since January 2020. Mr. Lavender has been Executive Vice President of the Bank since 2016 and was the Head of Corporate Banking from 2016 to January 2020. Previously, Mr.
Lavender has been Vice Chairman of Commercial Bank since July 2025. Mr. Lavender was Executive Vice President of the Bancorp from 2016 to 2025 and served as Head of Commercial Bank from January 2020 to July 2025. Previously, Mr.
Leonard has been an Executive Vice President of the Bancorp since September 2015. Previously, Mr.
Leonard has been Executive Vice President and Chief Operating Officer since January 2024. Mr. Leonard has been an Executive Vice President of the Bancorp since September 2015. Previously, Mr.
Prior to joining Fifth Third, she served in several senior management positions at Citigroup, including Chief Operating Officer and Managing Director of Citi FinTech from November 2015 through April 2016. 41 Fifth Third Bancorp Table of Contents Susan B. Zaunbrecher , 65. Executive Vice President, Chief Legal Officer and Corporate Secretary. Ms.
Prior to joining Fifth Third, she served in several senior management positions at Citigroup, including Chief Operating Officer and Managing Director of Citi FinTech from November 2015 through April 2016. 43 Fifth Third Bancorp Table of Contents PART II
He also previously served as a senior partner in the Financial Services practice at Oliver Wyman, a global strategy and risk management consulting firm, from 2006 to 2015. Kristine R. Garrett , 66. Executive Vice President, Group Regional President and Head of Wealth & Asset Management since July 2022. Ms.
He also previously served as a senior partner in the Financial Services practice at Oliver Wyman, a global strategy and risk management consulting firm, from 2006 to 2015. Bridgit C. Chayt , 65. Executive Vice President and Head of Commercial Payments. Ms. Chayt has been Executive Vice President and Head of Commercial Payments since July 2025. Ms.
Jeffrey A. Lopper , 51. Senior Vice President and Chief Accounting Officer since October 2024. Mr. Lopper has been a Senior Vice President since 2012. Previously, he was Assistant Bancorp Controller from 2010 to 2024. Prior to that, since 2000, he has held various positions within Fifth Third’s finance division. Nancy C. Pinckney , 61.
Jeffrey A. Lopper , 52. Senior Vice President and Chief Accounting Officer. Mr. Lopper has been Senior Vice President and Chief Accounting Officer since October 2024. Mr. Lopper has been a Senior Vice President since 2012. Previously, he was Assistant Bancorp Controller from 2010 to 2024.
Executive Vice President and Chief Information Officer since March 2018. Previously, Mr. Schramm served as Chief Information Officer for GE Aviation and held various positions at GE beginning in 2001. Robert P. Shaffer , 55. Executive Vice President and Chief Risk Officer since November 2020. Previously, Mr.
Schramm , 53. Executive Vice President and Chief Information Officer. Mr. Schramm has been Executive Vice President and Chief Information Officer since March 2018. Previously, Mr. Schramm served as Chief Information Officer for GE Aviation and held various positions at GE beginning in 2001. Peter L. Sefzik , 50. Executive Vice President and Head of Wealth & Asset Management. Mr.
Previously, she was President of Private Wealth in Chicago at CIBC U.S. from 2009 to 2017. Kala J. Gibson , 53. Executive Vice President and Chief Corporate Responsibility Officer since February 2022. Mr. Gibson has been an Executive Vice President of the Bancorp since June 2019. Previously, Mr.
Gibson has been Executive Vice President and Chief Corporate Responsibility Officer since February 2022. Mr. Gibson has been an Executive Vice President of the Bancorp since June 2019. Previously, Mr.
Shaffer was Chief Human Resources Officer from February 2017 to November 2020 and Chief Auditor from August 2007 to February 2017. He was named Executive Vice President in 2010 and Senior Vice President in 2004. Prior to that, he held various positions within Fifth Third’s audit division. Melissa S. Stevens , 50.
Executive Vice President and Chief Risk Officer. Mr. Shaffer has been Executive Vice President and Chief Risk Officer since November 2020. Previously, Mr. Shaffer was Chief Human Resources Officer from February 2017 to November 2020 and Chief Auditor from August 2007 to February 2017. He was named Executive Vice President in 2010 and Senior Vice President in 2004.
Zaunbrecher has been Executive Vice President and Chief Legal Officer since May 2018. Ms. Zaunbrecher has been Corporate Secretary since March 2023 and was previously Corporate Secretary from May 2018 to November 2020. Prior to Fifth Third, Ms.
Prior to that, he held various positions within Fifth Third’s audit division. Melissa S. Stevens , 51. Executive Vice President and Chief Marketing Officer. Ms. Stevens has been Executive Vice President and Chief Marketing Officer since February 2023. Ms. Stevens has been an Executive Vice President of the Bancorp since November 2020. Previously, Ms.
Removed
Garrett has been Executive Vice President and Head of Wealth & Asset Management since November 2020. Previously, she was Senior Vice President and Head of Wealth & Asset Management from July 2019 to November 2020 and Head of Fifth Third Private Bank from October 2017 until July 2019.
Added
Chayt has been an Executive Vice President of the Bancorp since 2022. Prior to that, she served as Senior Vice President and Head of Commercial Payments and Treasury Management from 2017 to 2022. She was Director of Wholesale Payments from 2016 to 2017. Kala J. Gibson , 53. Executive Vice President and Chief Corporate Responsibility Officer. Mr.
Added
Executive Vice President and Head of Commercial Bank. Mr. Khanna has been Executive Vice President and Head of Commercial Bank since July 2025. Mr. Khanna has been an Executive Vice President of the Bancorp since 2022. He served as Head of Corporate and Investment Banking from 2024 to 2025.
Added
Prior to that he served as Senior Vice President and Head of National Banking from 2020 to 2024, and led Fifth Third’s Technology, Media, and Telecom group from 2015 to 2020. Darren J. King , 56. Executive Vice President and Head of Regional Banking. Mr. King has been Executive Vice President and Head of Regional Banking since April 2025.
Added
Prior to that, Mr. King served as Senior Executive Vice President and Co-Head of Business Banking at M&T Bancorp from 2023 to 2024. He was Executive Vice President and Chief Financial Officer of M&T Bancorp from 2016 to 2023. Kevin P. Lavender , 64. Vice Chairman of Commercial Bank. Mr.
Added
Prior to that, since 2000, he has held various positions within Fifth Third’s finance division. Nancy C. Pinckney , 62. Executive Vice President and Chief Human Resources Officer. Ms. Pinckney has been Executive Vice President and Chief Human Resources Officer since September 2021. Previously, Ms.
Added
Sefzik has been Executive Vice President and Head of Wealth & Asset Management since February 2026. Prior to that, Mr. Sefzik served as Senior Executive Vice President and Chief Banking Officer at Comerica Bank from 2023 to 2026 and as head of Comerica’s Commercial Bank from 2018 through 2023. Robert P. Shaffer , 56.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+0 added−1 removed1 unchanged
Biggest changeASC : Accounting Standards Codification LIBOR : London Interbank Offered Rate ASU : Accounting Standards Update LIHTC : Low-Income Housing Tax Credit ATM : Automated Teller Machine LLC : Limited Liability Company BHC : Bank Holding Company LTV : Loan-to-Value Ratio BOLI : Bank Owned Life Insurance MD&A : Management’s Discussion and Analysis of Financial bps : Basis Points Condition and Results of Operations CD: Certificate of Deposit MSR : Mortgage Servicing Right CDC : Fifth Third Community Development Corporation and Fifth Third N/A : Not Applicable Community Development Company, LLC NII : Net Interest Income CECL : Current Expected Credit Loss NM : Not Meaningful CET1 : Common Equity Tier 1 OAS : Option-Adjusted Spread CFPB : United States Consumer Financial Protection Bureau OCC : Office of the Comptroller of the Currency CME : Chicago Mercantile Exchange OCI : Other Comprehensive Income (Loss) C&I : Commercial and Industrial OREO : Other Real Estate Owned DCF : Discounted Cash Flow PSA : Performance Share Award DTCC : Depository Trust & Clearing Corporation RCC : Risk and Compliance Committee ERM : Enterprise Risk Management ROU : Right-of-Use ERMC : Enterprise Risk Management Committee RSA : Restricted Stock Award EVE : Economic Value of Equity RSU : Restricted Stock Unit FASB : Financial Accounting Standards Board SAR : Stock Appreciation Right FDIC : Federal Deposit Insurance Corporation SBA : Small Business Administration FHA : Federal Housing Administration SEC : United States Securities and Exchange Commission FHLB : Federal Home Loan Bank SOFR : Secured Overnight Financing Rate FHLMC : Federal Home Loan Mortgage Corporation TBA : To Be Announced FICO : Fair Isaac Corporation (credit rating) TILA : Truth in Lending Act FINRA : Financial Industry Regulatory Authority TRA : Tax Receivable Agreement FNMA : Federal National Mortgage Association TruPS : Trust Preferred Securities FOMC : Federal Open Market Committee U.S. : United States of America FRB : Federal Reserve Bank U.S.
Biggest changeASC : Accounting Standards Codification LIBOR : London Interbank Offered Rate ASU : Accounting Standards Update LIHTC : Low-Income Housing Tax Credit ATM : Automated Teller Machine LLC : Limited Liability Company BHC : Bank Holding Company LTV : Loan-to-Value Ratio BOLI : Bank Owned Life Insurance MD&A : Management’s Discussion and Analysis of Financial bps : Basis Points Condition and Results of Operations CD: Certificate of Deposit MSR : Mortgage Servicing Right CDC : Fifth Third Community Development Corporation and Fifth Third N/A : Not Applicable Community Development Company, LLC NII : Net Interest Income CECL : Current Expected Credit Loss NM : Not Meaningful CET1 : Common Equity Tier 1 OAS : Option-Adjusted Spread CFPB : United States Consumer Financial Protection Bureau OCC : Office of the Comptroller of the Currency CME : Chicago Mercantile Exchange OCI : Other Comprehensive Income (Loss) C&I : Commercial and Industrial OREO : Other Real Estate Owned DCF : Discounted Cash Flow PCD : Purchase Credit-Deteriorated DTCC : Depository Trust & Clearing Corporation PSA : Performance Share Award ERM : Enterprise Risk Management PSL : Purchased Seasoned Loans ERMC : Enterprise Risk Management Committee RCC : Risk and Compliance Committee EVE : Economic Value of Equity ROU : Right-of-Use FASB : Financial Accounting Standards Board RSU : Restricted Stock Unit FDIC : Federal Deposit Insurance Corporation SAR : Stock Appreciation Right FHA : Federal Housing Administration SBA : Small Business Administration FHLB : Federal Home Loan Bank SEC : United States Securities and Exchange Commission FHLMC : Federal Home Loan Mortgage Corporation SOFR : Secured Overnight Financing Rate FICO : Fair Isaac Corporation (credit rating) TBA : To Be Announced FINRA : Financial Industry Regulatory Authority TILA : Truth in Lending Act FNMA : Federal National Mortgage Association TRA : Tax Receivable Agreement FRB : Federal Reserve Bank U.S. : United States of America FTE : Fully Taxable Equivalent U.S.
See further discussion on share repurchase transactions and stock-based compensation in Note 24 and Note 25 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. 43 Fifth Third Bancorp Table of Contents The following performance graphs do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Bancorp specifically incorporates the performance graphs by reference therein.
See further discussion on share repurchase transactions and stock-based compensation in Note 24 and Note 25 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. 44 Fifth Third Bancorp Table of Contents The following performance graphs do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Bancorp specifically incorporates the performance graphs by reference therein.
Total Return Analysis The graphs below summarize the cumulative return experienced by the Bancorp’s shareholders over the five and ten year periods ended December 31, 2024, respectively, compared to the S&P 500 Stock, the S&P Banks and the KBW Banks indices. FIFTH THIRD BANCORP VS.
Total Return Analysis The graphs below summarize the cumulative return experienced by the Bancorp’s shareholders over the five and ten year periods ended December 31, 2025, respectively, compared to the S&P 500 Stock, the S&P Banks and the KBW Banks indices. FIFTH THIRD BANCORP VS.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Bancorp’s common stock is traded in the over-the-counter market and is listed under the symbol “FITB” on the NASDAQ® Global Select Market System.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Bancorp’s common stock is traded in the over-the-counter market and is listed under the symbol FITB on the NASDAQ® Global Select Market System.
See a discussion of dividend limitations that the subsidiaries can pay to the Bancorp discussed in Note 3 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. Additionally, as of December 31, 2024, the Bancorp had 30,820 common shareholders of record.
See a discussion of dividend limitations that the subsidiaries can pay to the Bancorp discussed in Note 3 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. Additionally, as of December 31, 2025, the Bancorp had 28,804 common shareholders of record.
These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization. (b) On June 18, 2019, the Bancorp announced that its Board of Directors had authorized management to purchase 100 million shares of the Bancorp ’ s common stock through the open market or in any private party transactions.
These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization. (b) On June 13, 2025, the Bancorp’s Board of Directors authorized management to purchase 100 million shares of the Bancorp’s common stock through the open market or in any private party transactions.
MARKET INDICES 44 Fifth Third Bancorp Table of Contents 2024 ANNUAL REPORT FINANCIAL CONTENTS Glossary of Abbreviations and Acronyms 46 Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview 47 Non-GAAP Financial Measures 51 Recent Accounting Standards 53 Critical Accounting Policies 53 Statements of Income Analysis 57 Business Segment Review 64 Balance Sheet Analysis 69 Risk Management - Overview 76 Credit Risk Management 77 Interest Rate and Price Risk Management 94 Liquidity Risk Management 100 Operational Risk Management 102 Legal and Regulatory Compliance Risk Management 103 Capital Management 104 Report of Independent Registered Public Accounting Firm 106 Financial Statements Consolidated Balance Sheets 108 Consolidated Statements of Income 109 Consolidated Statements of Comprehensive Income 110 Consolidated Statements of Changes in Equity 111 Consolidated Statements of Cash Flows 112 Notes to Consolidated Financial Statements Summary of Significant Accounting and Reporting Policies 113 Long-Term Debt 163 Supplemental Cash Flow Information 126 Commitments, Contingent Liabilities and Guarantees 167 Restrictions on Dividends and Capital Actions 126 Legal and Regulatory Proceedings 171 Investment Securities 127 Related Party Transactions 173 Loans and Leases 130 Income Taxes 174 Credit Quality and the Allowance for Loan and Lease Losses 132 Retirement and Benefit Plans 176 Bank Premises and Equipment 145 Accumulated Other Comprehensive Income 179 Operating Lease Equipment 145 Common, Preferred and Treasury Stock 181 Lease Obligations – Lessee 146 Stock-Based Compensation 183 Goodwill 147 Other Noninterest Income and Other Noninterest Expense 186 Intangible Assets 148 Earnings Per Share 186 Variable Interest Entities 149 Fair Value Measurements 187 Sales of Receivables and Servicing Rights 153 Regulatory Capital Requirements and Capital Ratios 195 Derivative Financial Instruments 155 Parent Company Financial Statements 196 Other Assets 161 Business Segments 198 Short-Term Borrowings 162 Subsequent Events 201 Management’s Assessment as to the Effectiveness of Internal Control over Financial Reporting 202 Report of Independent Registered Public Accounting Firm 203 Consolidated Ten Year Comparison 211 Directors and Officers 212 Corporate Information 45 Fifth Third Bancorp Table of Contents GLOSSARY OF ABBREVIATIONS AND ACRONYMS Fifth Third Bancorp provides the following list of abbreviations and acronyms as a tool for the reader that are used in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Consolidated Financial Statements and the Notes to Consolidated Financial Statements.
MARKET INDICES 45 Fifth Third Bancorp Table of Contents 2025 ANNUAL REPORT FINANCIAL CONTENTS Glossary of Abbreviations and Acronyms 47 Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview 48 Non-GAAP Financial Measures 52 Recent Accounting Standards 54 Critical Accounting Policies 54 Statements of Income Analysis 58 Business Segment Review 64 Balance Sheet Analysis 69 Risk Management - Overview 76 Credit Risk Management 77 Interest Rate and Price Risk Management 93 Liquidity Risk Management 99 Operational Risk Management 101 Legal and Regulatory Compliance Risk Management 102 Capital Management 103 Report of Independent Registered Public Accounting Firm 105 Financial Statements Consolidated Balance Sheets 107 Consolidated Statements of Income 108 Consolidated Statements of Comprehensive Income 109 Consolidated Statements of Changes in Equity 110 Consolidated Statements of Cash Flows 111 Notes to Consolidated Financial Statements Summary of Significant Accounting and Reporting Policies 112 Long-Term Debt 161 Supplemental Cash Flow Information 125 Commitments, Contingent Liabilities and Guarantees 165 Restrictions on Dividends and Capital Actions 125 Legal and Regulatory Proceedings 169 Investment Securities 126 Related Party Transactions 171 Loans and Leases 129 Income Taxes 172 Credit Quality and the Allowance for Loan and Lease Losses 131 Retirement and Benefit Plans 175 Bank Premises and Equipment 145 Accumulated Other Comprehensive Income 178 Operating Lease Equipment 145 Common, Preferred and Treasury Stock 180 Lease Obligations – Lessee 146 Stock-Based Compensation 182 Goodwill 147 Other Noninterest Income and Other Noninterest Expense 185 Intangible Assets 148 Earnings Per Share 185 Variable Interest Entities 149 Fair Value Measurements 186 Sales of Receivables and Servicing Rights 153 Regulatory Capital Requirements and Capital Ratios 194 Derivative Financial Instruments 154 Parent Company Financial Statements 195 Other Assets 160 Business Segments 197 Short-Term Borrowings 160 Business Combination 201 Subsequent Event 201 Management’s Assessment as to the Effectiveness of Internal Control over Financial Reporting 202 Report of Independent Registered Public Accounting Firm 203 Consolidated Ten Year Comparison 211 Directors and Officers 212 Corporate Information 46 Fifth Third Bancorp Table of Contents GLOSSARY OF ABBREVIATIONS AND ACRONYMS Fifth Third Bancorp provides the following list of abbreviations and acronyms as a tool for the reader that are used in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Consolidated Financial Statements and the Notes to Consolidated Financial Statements.
This authorization did not include specific targets or an expiration date.
This authorization superseded the prior authorization from June 2019 and did not include specific targets or an expiration date.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (a) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (b) October 1 - October 31, 2024 5,998,158 $ 45.42 5,879,640 17,853,895 November 1 - November 30, 2024 29,699 47.06 — 17,853,895 December 1 - December 31, 2024 789,634 45.48 781,254 17,072,641 Total 6,817,491 $ 45.44 6,660,894 17,072,641 (a) Includes 156,597 shares repurchased during the fourth quarter of 2024 in connection with various employee compensation plans of the Bancorp.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (a) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (b) October 1 - October 31, 2025 76,717 $ 44.26 — 93,070,648 November 1 - November 30, 2025 15,406 42.72 — 93,070,648 December 1 - December 31, 2025 83,846 47.21 — 93,070,648 Total 175,969 $ 45.53 — 93,070,648 (a) Shares repurchased during the fourth quarter of 2025 were in connection with various employee compensation plans.
VIE : Variable Interest Entity GDP : Gross Domestic Product VRDN : Variable Rate Demand Note 46 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GAAP : United States Generally Accepted Accounting FTP : Funds Transfer Pricing Principles FTS : Fifth Third Securities, Inc. VA : United States Department of Veterans Affairs GDP : Gross Domestic Product VIE : Variable Interest Entity 47 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Removed
GAAP : United States Generally Accepted Accounting FTE : Fully Taxable Equivalent Principles FTP : Funds Transfer Pricing VA : United States Department of Veterans Affairs FTS : Fifth Third Securities, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

319 edited+48 added−84 removed233 unchanged
Biggest changeFor more information on the Bancorp’s interest rate risk management, including estimated earnings sensitivity to changes in market interest rates, refer to the Interest Rate and Price Risk Management subsection of the Risk Management section of MD&A. 57 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 6: Consolidated Average Balance Sheets and Analysis of Net Interest Income on an FTE Basis For the years ended December 31 2024 2023 2022 ($ in millions) Average Balance Interest Earned/Paid Average Yield/ Rate Average Balance Interest Earned/Paid Average Yield/ Rate Average Balance Interest Earned/Paid Average Yield/ Rate Assets: Interest-earning assets: Loans and leases: (a) Commercial and industrial loans $ 52,210 3,657 7.00 % $ 57,005 3,887 6.82 % $ 55,618 2,401 4.32 % Commercial mortgage loans 11,501 706 6.14 11,262 672 5.97 10,723 415 3.87 Commercial construction loans 5,835 410 7.02 5,582 380 6.80 5,458 239 4.38 Commercial leases 2,677 119 4.44 2,629 95 3.63 2,828 85 3.02 Total commercial loans and leases $ 72,223 4,892 6.77 % $ 76,478 5,034 6.58 % $ 74,627 3,140 4.21 % Residential mortgage loans 17,537 645 3.68 18,002 621 3.45 19,731 645 3.27 Home equity 4,002 330 8.25 3,936 298 7.58 3,971 177 4.46 Indirect secured consumer loans 15,583 822 5.27 15,944 687 4.31 16,914 560 3.31 Credit card 1,719 236 13.70 1,800 252 14.00 1,737 221 12.73 Solar energy installation loans 3,960 318 8.04 2,958 180 6.09 574 15 2.69 Other consumer loans 2,700 248 9.19 3,164 277 8.74 3,007 205 6.82 Total consumer loans $ 45,501 2,599 5.71 % $ 45,804 2,315 5.05 % $ 45,934 1,823 3.97 % Total loans and leases $ 117,724 7,491 6.36 % $ 122,282 7,349 6.01 % $ 120,561 4,963 4.12 % Securities: Taxable 55,227 1,803 3.26 56,066 1,733 3.09 52,218 1,493 2.86 Exempt from income taxes (a) 1,392 46 3.25 1,461 47 3.20 1,128 31 2.72 Other short-term investments 20,457 1,110 5.43 11,934 656 5.50 12,419 116 0.94 Total interest-earning assets $ 194,800 10,450 5.36 % $ 191,743 9,785 5.10 % $ 186,326 6,603 3.54 % Cash and due from banks 2,677 2,772 3,093 Other assets 17,637 16,169 19,490 Allowance for loan and lease losses (2,308) (2,258) (1,980) Total assets $ 212,806 $ 208,426 $ 206,929 Liabilities and Equity: Interest-bearing liabilities: Interest checking deposits $ 58,599 1,924 3.28 % $ 52,378 1,552 2.96 % $ 45,835 297 0.65 % Savings deposits 17,594 119 0.68 20,872 147 0.71 23,445 32 0.14 Money market deposits 36,165 1,050 2.90 30,943 666 2.15 29,326 67 0.23 Foreign office deposits 158 3 2.05 158 3 1.82 170 1 0.74 CDs $250,000 or less 10,537 432 4.10 8,298 308 3.71 2,342 9 0.40 Total interest-bearing core deposits $ 123,053 3,528 2.87 % $ 112,649 2,676 2.38 % $ 101,118 406 0.40 % CDs over $250,000 4,069 208 5.11 5,332 253 4.74 1,688 41 2.45 Federal funds purchased 207 11 5.21 307 15 4.96 381 6 1.69 Securities sold under repurchase agreements 362 7 1.86 348 4 1.22 482 1 0.17 FHLB advances 2,602 145 5.56 4,596 235 5.11 3,733 98 2.63 Derivative collateral and other borrowed money 60 5 8.92 100 8 8.24 329 9 2.94 Long-term debt 15,835 892 5.63 14,260 742 5.20 11,893 417 3.50 Total interest-bearing liabilities $ 146,188 4,796 3.28 % $ 137,592 3,933 2.86 % $ 119,624 978 0.82 % Demand deposits 40,314 46,195 60,185 Other liabilities 6,906 6,935 8,040 Total liabilities $ 193,408 $ 190,722 $ 187,849 Total equity $ 19,398 $ 17,704 $ 19,080 Total liabilities and equity $ 212,806 $ 208,426 $ 206,929 Net interest income (FTE) (b) $ 5,654 $ 5,852 $ 5,625 Net interest margin (FTE) (b) 2.90 % 3.05 % 3.02 % Net interest rate spread (FTE) (b) 2.08 2.24 2.72 Interest-bearing liabilities to interest-earning assets 75.05 71.76 64.20 (a) The FTE adjustments included in the above table were $24, $25 and $16 for the years ended December 31, 2024, 2023 and 2022, respectively.
Biggest changeFor more information on the Bancorp’s interest rate risk management, including estimated earnings sensitivity to changes in market interest rates, refer to the Interest Rate and Price Risk Management subsection of the Risk Management section of MD&A. 58 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 6: Consolidated Average Balance Sheets and Analysis of Net Interest Income on an FTE Basis For the years ended December 31 2025 2024 2023 ($ in millions) Average Balance Interest Earned/Paid Average Yield/ Rate Average Balance Interest Earned/Paid Average Yield/ Rate Average Balance Interest Earned/Paid Average Yield/ Rate Assets: Interest-earning assets: Loans and leases: (a) Commercial and industrial loans $ 53,927 3,323 6.16 % $ 52,210 3,657 7.00 % $ 57,005 3,887 6.82 % Commercial mortgage loans 12,232 744 6.08 11,501 706 6.14 11,262 672 5.97 Commercial construction loans 5,639 396 7.02 5,835 410 7.02 5,582 380 6.80 Commercial leases 3,145 149 4.75 2,677 119 4.44 2,629 95 3.63 Total commercial loans and leases $ 74,943 4,612 6.15 % $ 72,223 4,892 6.77 % $ 76,478 5,034 6.58 % Residential mortgage loans 18,194 727 4.00 17,537 645 3.68 18,002 621 3.45 Home equity 4,491 332 7.40 4,002 330 8.25 3,936 298 7.58 Indirect secured consumer loans 17,338 974 5.62 15,583 822 5.27 15,944 687 4.31 Credit card 1,665 239 14.34 1,719 236 13.70 1,800 252 14.00 Solar energy installation loans 4,333 368 8.48 3,960 318 8.04 2,958 180 6.09 Other consumer loans 2,435 225 9.26 2,700 248 9.19 3,164 277 8.74 Total consumer loans $ 48,456 2,865 5.91 % $ 45,501 2,599 5.71 % $ 45,804 2,315 5.05 % Total loans and leases $ 123,399 7,477 6.06 % $ 117,724 7,491 6.36 % $ 122,282 7,349 6.01 % Securities: Taxable 53,613 1,751 3.27 55,227 1,803 3.26 56,066 1,733 3.09 Exempt from income taxes (a) 1,361 43 3.17 1,392 46 3.25 1,461 47 3.20 Other short-term investments 14,915 652 4.37 20,457 1,110 5.43 11,934 656 5.50 Total interest-earning assets $ 193,288 9,923 5.13 % $ 194,800 10,450 5.36 % $ 191,743 9,785 5.10 % Cash and due from banks 2,508 2,677 2,772 Other assets 18,040 17,637 16,169 Allowance for loan and lease losses (2,353) (2,308) (2,258) Total assets $ 211,483 $ 212,806 $ 208,426 Liabilities and Equity: Interest-bearing liabilities: Interest checking deposits $ 57,484 1,514 2.63 % $ 58,757 1,927 3.28 % $ 52,536 1,555 2.96 % Savings deposits 16,663 78 0.47 17,594 119 0.68 20,872 147 0.71 Money market deposits 37,406 900 2.41 36,165 1,050 2.90 30,943 666 2.15 CDs $250,000 or less 10,565 370 3.50 10,537 432 4.10 8,298 308 3.71 Total interest-bearing core deposits $ 122,118 2,862 2.34 % $ 123,053 3,528 2.87 % $ 112,649 2,676 2.38 % CDs over $250,000 2,184 90 4.12 4,069 208 5.11 5,332 253 4.74 Federal funds purchased 200 9 4.26 207 11 5.21 307 15 4.96 Securities sold under repurchase agreements 345 5 1.32 362 7 1.86 348 4 1.22 FHLB advances 4,299 196 4.56 2,602 145 5.56 4,596 235 5.11 Derivative collateral and other borrowed money 86 5 6.27 60 5 8.92 100 8 8.24 Long-term debt 14,218 754 5.31 15,835 892 5.63 14,260 742 5.20 Total interest-bearing liabilities $ 143,450 3,921 2.73 % $ 146,188 4,796 3.28 % $ 137,592 3,933 2.86 % Demand deposits 40,926 40,314 46,195 Other liabilities 6,249 6,906 6,935 Total liabilities $ 190,625 $ 193,408 $ 190,722 Total equity 20,858 19,398 17,704 Total liabilities and equity $ 211,483 $ 212,806 $ 208,426 Net interest income (FTE) (b) $ 6,002 $ 5,654 $ 5,852 Net interest margin (FTE) (b) 3.11 % 2.90 % 3.05 % Net interest rate spread (FTE) (b) 2.40 2.08 2.24 Interest-bearing liabilities to interest-earning assets 74.22 75.05 71.76 (a) The FTE adjustments included in the above table were $20, $24 and $25 for the years ended December 31, 2025, 2024 and 2023, respectively.
Transfer of Securities In January 2024, the Bancorp transferred $12.6 billion (amortized cost basis) of 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. The transfer included U.S.
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. The transfer included U.S.
The Bancorp also separately maintains a dual risk rating system for credit approval and pricing, portfolio monitoring and capital allocation that includes a “through-the-cycle” rating philosophy for assessing a borrower’s creditworthiness. This “through-the-cycle” rating philosophy uses a grading scale that assigns ratings based on average default rates through an entire business cycle for borrowers with similar financial performance.
The Bancorp also separately maintains a dual risk rating system for credit approval and pricing, portfolio monitoring and capital allocation that includes a “through-the-cycle” rating philosophy for assessing a borrower’s creditworthiness. This rating philosophy uses a grading scale that assigns ratings based on average default rates through an entire business cycle for borrowers with similar financial performance.
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 estimates for loss severity are primarily based on collateral type and coverage levels and the susceptibility of those characteristics to changes in macroeconomic conditions.
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.
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.
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.
The methodology used to determine the adequacy of this reserve is similar to the Bancorp’s methodology for determining the ALLL. The provision for unfunded commitments is included in the provision for credit losses in the Consolidated Statements of Income.
The methodology used to determine the adequacy of this reserve is similar to the Bancorp’s methodology for determining the ALLL. The provision for the reserve for unfunded commitments is included in the provision for credit losses in the Consolidated Statements of Income.
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.
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.
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 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 probability of default.
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 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 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 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.
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.
Whereas the NII sensitivity analysis highlights the impact on forecasted NII on an FTE basis (non-GAAP) over one- and two-year time horizons, EVE is a point-in-time analysis of the economic sensitivity of current balance sheet and off-balance sheet positions that incorporates all cash flows over their estimated remaining lives.
Whereas the NII sensitivity analysis highlights the impact on forecasted NII on an FTE basis (non-GAAP) over one- and two-year time horizons, EVE is a point-in-time analysis of the economic sensitivity of the current balance sheet and off-balance sheet positions that incorporates all cash flows over their estimated remaining lives.
Fifth Third’s Enterprise Risk Management Framework, which is approved annually by the ERMC, RCC and the Board of Directors, includes the following key elements: • The Bancorp ensures transparency of risk through defined risk policies, governance and a reporting structure that includes the RCC, ERMC and other risk-specific management committees and councils. • The Bancorp establishes a risk appetite in alignment with its strategic, financial and capital plans at the enterprise level and the line of business level.
Fifth Third’s Enterprise Risk Management Framework, which is approved annually by the Capital Committee, ERMC, RCC and the Board of Directors, includes the following key elements: • The Bancorp ensures transparency of risk through defined risk policies, governance and a reporting structure that includes the RCC, ERMC and other risk-specific management committees and councils. • The Bancorp establishes a risk appetite in alignment with its strategic, financial and capital plans at the enterprise level and the line of business level.
Refer to Part I, Item 1C of this report for more information, which is incorporated herein by reference. External threats remain elevated which may result in increased fraud and cybersecurity risks. The Bancorp’s strategic initiatives also have the potential to increase operational risk as changes to process and technology are implemented.
Refer to Part I, Item 1C of this annual report for more information, which is incorporated herein by reference. External threats remain elevated which may result in increased fraud and cybersecurity risks. The Bancorp’s strategic initiatives also have the potential to increase operational risk as changes to process and technology are implemented.
The Bancorp has established a Capital Committee which is responsible for making capital plan recommendations to management. These recommendations are reviewed by the ERMC and the annual capital plan is approved by the Board of Directors. The Capital Committee is responsible for execution and oversight of the capital actions of the capital plan.
The Bancorp has established a Capital Committee which is responsible for making capital plan recommendations to management. These recommendations are reviewed by the ERMC and the capital plan is approved by the Board of Directors. The Capital Committee is responsible for execution and oversight of the capital actions of the capital plan.
The incremental balance attrition and growth are modeled to flow into and out of funding products that reprice in conjunction with short-term market rate changes. 94 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Another important deposit modeling assumption is the amount by which interest-bearing deposit rates will increase or decrease when market interest rates increase or decrease.
The incremental balance attrition and growth are modeled to flow into and out of funding products that reprice in conjunction with short-term market rate changes. 93 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Another important deposit modeling assumption is the amount by which interest-bearing deposit rates will increase or decrease when market interest rates increase or decrease.
The Operational Risk Committee is the key committee that oversees and supports Fifth Third in the management of operational risk across the enterprise. The Information Security Governance Committee and Model Risk Committee report to the Operational Risk Committee and are responsible for governance of information security and model risks.
The Operational Risk Committee is the key committee that oversees and supports Fifth Third in the management of operational risk across the enterprise. The Technology and Information Security Governance Committee and Model Risk Committee report to the Operational Risk Committee and are responsible for governance of information security and model risks.
The Bancorp routinely analyzes various potential and extreme scenarios, including parallel ramps and shocks as well as steepening and other non-parallel shifts in rates, to assess where risks to net interest income persist or develop as changes in the balance sheet and market rates evolve, and employs key risk indicators and early warning indicators to monitor and manage exposures under these types of scenarios.
The Bancorp routinely analyzes various potential and extreme scenarios, including parallel ramps and shocks as well as non-parallel shifts in rates, to assess where risks to net interest income persist or develop as changes in the balance sheet and market rates evolve, and employs key risk indicators and early warning indicators to monitor and manage exposures under these types of scenarios.
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 54 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS third parties and participates in peer surveys that provide additional confirmation of the reasonableness of the key assumptions utilized in the internal OAS model.
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 55 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS third parties and participates in peer surveys that provide additional confirmation of the reasonableness of the key assumptions utilized in the internal OAS model.
The Upside scenario was developed such that there is a 10% probability that the economy will perform better than the projection and a 90% probability that it will perform worse. The Downside scenario was developed such that there is a 90% probability that the economy will perform better than the projection and a 10% probability that it will perform worse.
The Upside scenario was developed such that there is a 10% probability that the economy will perform better than the projection and a 90% probability that it will perform worse.
In the event of continued rate cuts, this approach assumes a weighted-average falling-rate interest-bearing deposit beta at the end of the ramped parallel scenarios of approximately 65%-70% for both a 100 bps and 200 bps decrease in rates. In falling rate scenarios, deposit rate floors are utilized to ensure modeled deposit rates will not become negative.
In the event of continued rate cuts, this approach assumes a weighted-average falling-rate interest-bearing deposit beta at the end of the ramped parallel scenarios of approximately 60%-65% for both a 100 bps and 200 bps decrease in rates. In falling rate scenarios, deposit rate floors are utilized to ensure modeled deposit rates will not become negative.
These guidelines are monitored and adjusted as deemed appropriate in response to the prevailing economic conditions while remaining within the Bancorp’s risk tolerance limits. The payment structures for certain variable rate products (such as residential mortgage loans, home equity and credit card) are susceptible to changes in benchmark interest rates.
These guidelines are monitored and adjusted as deemed appropriate in response to the prevailing economic conditions while remaining within the Bancorp’s risk appetite limits. The payment structures for certain variable-rate products (such as residential mortgage loans, home equity and credit card) are susceptible to changes in benchmark interest rates.
Independent oversight is provided by ERM and Board-approved key risk indicators are used to ensure risks are managed within the Bancorp’s risk tolerance. The Bancorp’s Market Risk Management Committee, which includes senior management representatives and reports to the Corporate Credit Committee (accountable to the ERMC), provides oversight and monitors price risk for the capital markets sales and trading activities.
Independent oversight is provided by ERM and Board-approved key risk indicators are used to ensure risks are managed within the Bancorp’s risk appetite. The Bancorp’s Market Risk Management Committee, which includes senior management representatives and reports to the Corporate Credit Committee (accountable to the ERMC), provides oversight and monitors price risk for the capital markets sales and trading activities.
In order to recognize the risk of noninterest-bearing demand deposit balance migration or attrition in a rising interest rate environment, the Bancorp’s NII sensitivity modeling assumes additional attrition of approximately $470 million of demand deposit balances over a period of 24 months for each 100 bps increase in short-term market interest rates.
In order to recognize the risk of noninterest-bearing demand deposit balance migration or attrition in a rising interest rate environment, the Bancorp’s NII sensitivity modeling assumes additional attrition of approximately $500 million of demand deposit balances over a period of 24 months for each 100 bps increase in short-term market interest rates.
Specific allowances on individually 53 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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.
Specific allowances on individually 54 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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.
A series of key risk indicators and early warning indicators are employed to ensure that risks are managed within the Bancorp’s risk tolerance for interest rate risk and price risk. The Commercial Banking and Wealth and Asset Management lines of business manage price risk for capital markets sales and trading activities related to their respective businesses.
A series of key risk indicators and early warning indicators are employed to ensure that risks are managed within the Bancorp’s risk appetite for interest rate risk and price risk. The Commercial Banking and Wealth and Asset Management lines of business manage price risk for capital markets sales and trading activities related to their respective businesses.
Examples of derivative instruments that the Bancorp may use as part of its 96 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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.
Examples of derivative instruments that the Bancorp may use as part of its 95 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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.
The Bancorp’s investment portfolio remains highly concentrated in liquid and readily marketable instruments and is a significant source of secured borrowing capacity via several monetization channels. As part of its liquidity management activities, the Bancorp maintains collateral at its secured funding providers to ensure immediate availability of funding.
The investment securities portfolio remains highly concentrated in liquid and readily marketable instruments and is a significant source of secured borrowing capacity via several monetization channels. As part of its liquidity management activities, the Bancorp maintains collateral at its secured funding providers to ensure immediate availability of funding.
The Bancorp’s critical accounting policies include the accounting for the ALLL, reserve for unfunded commitments, valuation of servicing rights, goodwill, legal contingencies and fair value measurements. There have been no material changes to the valuation techniques or models described below during the year ended December 31, 2024.
The Bancorp’s critical accounting policies include the accounting for the ALLL, reserve for unfunded commitments, valuation of servicing rights, goodwill, legal contingencies and fair value measurements. There have been no material changes to the valuation techniques or models described below during the year ended December 31, 2025.
The dual risk rating system includes thirteen categories for estimating probabilities of default and an additional eleven categories for estimating losses given an event of default. The probability of default and loss given default evaluations are not separated in the regulatory risk rating system. The Bancorp utilizes internally developed models to estimate expected credit losses for portfolio loans and leases.
The dual risk rating system includes thirteen categories for estimating probabilities of default and an additional eight categories for estimating losses given an event of default. The probability of default and loss given default evaluations are not separated in the regulatory risk rating system. The Bancorp utilizes internally developed models to estimate expected credit losses for portfolio loans and leases.
NII simulation modeling assumes no lag between the timing of changes in market rates and the timing of deposit repricing despite such timing lags having occurred in prior rate cycles. Future actual performance will be dependent on market conditions, the level of competition for deposits and the magnitude of continued interest rate increases.
NII simulation modeling assumes no lag between the timing of changes in market rates and the timing of deposit repricing despite such timing lags having occurred in prior rate cycles. Future actual performance will be dependent on market conditions, the level of competition for deposits and the magnitude of interest rate changes.
The Bancorp’s revenues are dependent on both net interest income and noninterest income. For the year ended December 31, 2024, net interest income on an FTE basis and noninterest income provided 66% and 34% of total revenue, respectively. The Bancorp derives the majority of its revenues within the U.S. from customers domiciled in the U.S.
The Bancorp’s revenues are dependent on both net interest income and noninterest income. For the year ended December 31, 2025, net interest income on an FTE basis and noninterest income provided 66% and 34% of total revenue, respectively. The Bancorp derives the majority of its revenues within the U.S. from customers domiciled in the U.S.
The Bancorp does not originate residential mortgage loans that permit customers to make payments that are less than the accruing interest. The Bancorp originates both fixed-rate and ARM loans. Within the ARM portfolio, approximately $458 million of ARM loans will have rate resets during the next twelve months.
The Bancorp does not originate residential mortgage loans that permit customers to make payments that are less than the accruing interest. The Bancorp originates both fixed-rate and ARM loans. Within the ARM portfolio, approximately $470 million of ARM loans will have rate resets during the next twelve months.
The home equity line of credit previously offered by the Bancorp was a revolving facility with a 20-year term, minimum payments of interest-only and a balloon payment of principal at maturity. Approximately 21% of the outstanding balances of the Bancorp’s portfolio of home equity lines of credit have a balloon structure at maturity.
The home equity line of credit previously offered by the Bancorp was a revolving facility with a 20-year term, minimum payments of interest-only and a balloon payment of principal at maturity. Approximately 13% of the outstanding balances of the Bancorp’s portfolio of home equity lines of credit have a balloon structure at maturity.
The qualitative increase for the commercial portfolio segment was primarily driven by additional allowances for certain nonowner-occupied commercial loans secured by real estate, particularly loans secured by office buildings, based on current challenges in the commercial real estate market that are not fully reflected in the Bancorp’s quantitative models.
The qualitative adjustment for the commercial portfolio segment was primarily driven by additional allowances for certain nonowner-occupied commercial loans secured by real estate, particularly loans secured by office buildings, based on current challenges in the commercial real estate market that are not fully reflected in the Bancorp’s quantitative models.
GAAP or codified in the federal banking regulations and, therefore, are considered to be non-GAAP financial measures. 51 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table reconciles non-GAAP capital ratios to U.S.
GAAP or codified in the federal banking regulations and, therefore, are considered to be non-GAAP financial measures. 52 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table reconciles non-GAAP capital ratios to U.S.
Residential mortgage portfolio The Bancorp manages credit risk in the residential mortgage portfolio through underwriting guidelines that limit exposure to loan characteristics determined to influence credit risk. Additionally, the portfolio is governed by concentration limits that ensure product and channel diversification. The Bancorp may also package and sell loans in the portfolio.
Residential mortgage portfolio The Bancorp manages credit risk in the residential mortgage portfolio through underwriting guidelines that limit exposure to loan characteristics determined to increase credit risk. Additionally, the portfolio is governed by concentration limits that ensure product and channel diversification. The Bancorp may also package and sell loans in the portfolio.
At December 31, 2024, the Bancorp’s NII sensitivity in the rising-rate scenarios is negative in years one and two as interest expense is expected to increase more than interest income due to deposit repricing and balance migration estimates given the high interest rate environment.
At December 31, 2025, the Bancorp’s NII sensitivity in the rising-rate scenarios is negative in years one and two as interest expense is expected to increase more than interest income due to deposit repricing and balance migration estimates given the high interest rate environment.
The more favorable alternative scenario (Upside) depicted a stronger near-term growth outlook while the less favorable outlook (Downside) depicted a moderate recession. The Baseline scenario was developed such that the expectation is that the economy will perform better than the projection 50% of the time and worse than the projection 50% of the time.
The more favorable alternative scenario (Upside) depicted a stronger growth outlook while the less favorable outlook (Downside) depicted a moderate recession. The Baseline scenario was developed such that the expectation is that the economy will perform better than the projection 50% of the time and worse than the projection 50% of the time.
The model is based on contractual and estimated cash flows and repricing characteristics for all of the Bancorp’s assets, liabilities and off-balance sheet exposures and incorporates market-based assumptions regarding the effect of changing interest rates on the prepayment rates of certain assets and attrition rates of certain liabilities.
The model is based on contractual and estimated cash flows and repricing characteristics for all of the Bancorp’s assets, liabilities and off-balance sheet exposures and incorporates market-based assumptions regarding the effect of changing interest rates on the prepayment rates of certain assets and the attrition and mix shift of certain liabilities.
Asset-driven liquidity is provided by the Bancorp’s ability to monetize loans, leases and investment securities through a variety of channels, including repurchase agreements, outright sales, securitizations or pledging to secured borrowing sources. In order to reduce the exposure to interest rate fluctuations and to manage liquidity, the Bancorp has developed securitization and sale procedures for several types of interest-sensitive assets.
Asset-driven liquidity is provided by the ability to monetize loans, leases and investment securities through a variety of channels, including repurchase agreements, outright sales, securitizations or pledging to secured borrowing providers. In order to reduce the exposure to interest rate fluctuations and to manage liquidity, the Bancorp has developed securitization and sale procedures for several types of interest-sensitive assets.
Operational risk is inherent in the Bancorp’s activities and can manifest itself in various ways, including fraudulent acts, business interruptions, inappropriate behavior of employees, unintentional failure to comply with applicable laws and regulations, poor design or delivery of products and services, cybersecurity or physical security incidents and privacy breaches or failure of third parties to perform in accordance with their arrangements.
Operational risk is inherent in the Bancorp’s activities and can manifest itself in various ways, including fraudulent acts, business interruptions, inappropriate behavior of employees, unintentional failure to comply with applicable laws and regulations, poor design or delivery of products and services, model limitations or misapplication, cybersecurity or physical security incidents and privacy breaches or failure of third parties to perform in accordance with their arrangements.
Tables 6 and 7 present the components of net interest income, net interest margin and net interest rate spread for the years ended December 31, 2024, 2023 and 2022, as well as the relative impact of changes in the average balance sheet and changes in interest rates on net interest income.
Tables 6 and 7 present the components of net interest income, net interest margin and net interest rate spread for the years ended December 31, 2025, 2024 and 2023, as well as the relative impact of changes in the average balance sheet and changes in interest rates on net interest income.
The Bancorp uses these assessments to maintain an adequate ACL and record any necessary charge-offs. Certain loans and leases with probable or observed credit weaknesses receive enhanced monitoring and undergo a periodic review.
The Bancorp uses these assessments to maintain an adequate ACL and record any necessary charge-offs. Certain loans and leases with probable or observed credit weaknesses receive enhanced monitoring and undergo a more frequent periodic review.
Home equity portfolio The Bancorp’s home equity portfolio of $4.2 billion is primarily comprised of home equity lines of credit. Beginning in the first quarter of 2013, the Bancorp’s newly originated home equity lines of credit have a 10-year interest-only draw period followed by a 20-year amortization period.
Home equity portfolio The Bancorp’s home equity portfolio of $4.8 billion is primarily comprised of home equity lines of credit. Beginning in the first quarter of 2013, the Bancorp’s newly originated home equity lines of credit have a 10-year interest-only draw period followed by a 20-year amortization period.
A summary of nonperforming assets is included in Table 48. For further information on the Bancorp’s policies related to accounting for delinquent and nonperforming loans and leases, refer to the Nonaccrual Loans and Leases section of Note 1 of the Notes to Consolidated Financial Statements.
A summary of nonperforming assets is included in Table 47. For further information on the Bancorp’s policies related to accounting for delinquent and nonperforming loans and leases, refer to the Nonaccrual Loans and Leases section of Note 1 of the Notes to Consolidated Financial Statements.
As of December 31, 2024, the Bancorp’s interest rate risk exposure is governed by a risk framework that utilizes the change in NII over 12-month and 24-month horizons under parallel and non-parallel increases and decreases in interest rates.
As of December 31, 2025, the Bancorp’s interest rate risk exposure is governed by a risk framework that utilizes the change in NII over 12-month and 24-month horizons under parallel and non-parallel increases and decreases in interest rates.
Valuation techniques and parameters used for measuring assets and liabilities are reviewed and validated by the Bancorp on a 55 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS quarterly basis.
Valuation techniques and parameters used for measuring assets and liabilities are reviewed and validated by the Bancorp on a 56 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS quarterly basis.
At both December 31, 2024 and 2023, the Bancorp used three forward-looking economic scenarios during the reasonable and supportable forecast period in its expected credit loss models to address the inherent imprecision in macroeconomic forecasting.
At both December 31, 2025 and 2024, the Bancorp used three forward-looking economic scenarios during the reasonable and supportable forecast period in its expected credit loss models to address the inherent imprecision in macroeconomic forecasting.
Similarly, the Bancorp’s NII sensitivity modeling incorporates approximately $470 million of incremental growth in noninterest-bearing deposit balances over 24 months for each 100 bps decrease in short-term market interest rates.
Similarly, the Bancorp’s NII sensitivity modeling incorporates approximately $500 million of incremental growth in noninterest-bearing deposit balances over 24 months for each 100 bps decrease in short-term market interest rates.
GAAP: TABLE 3: Non-GAAP Financial Measures - Return on Average Tangible Common Equity For the years ended December 31 ($ in millions) 2024 2023 2022 Net income available to common shareholders (U.S.
GAAP: TABLE 3: Non-GAAP Financial Measures - Return on Average Tangible Common Equity For the years ended December 31 ($ in millions) 2025 2024 2023 Net income available to common shareholders (U.S.
TABLE 62: Agency Ratings As of February 24, 2025 Moody’s Standard and Poor’s Fitch DBRS Morningstar Fifth Third Bancorp: Short-term borrowings No rating A-2 F1 R-1L Senior debt Baa1 BBB+ A- A Subordinated debt Baa1 BBB BBB+ AL Fifth Third Bank, National Association: Short-term borrowings P-2 A-2 F1 R-1M Short-term deposit P-1 No rating F1 No rating Long-term deposit A1 No rating A AH Senior debt A3 A- A- AH Subordinated debt A3 BBB+ BBB+ A Rating Agency Outlook for Fifth Third Bancorp and Fifth Third Bank, National Association: Stable Stable Stable Stable 101 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OPERATIONAL RISK MANAGEMENT Operational risk is the risk to current or projected financial condition and resilience arising from inadequate or failed internal processes or systems, human errors or misconduct or adverse external events that are neither market- nor credit-related.
TABLE 62: Agency Ratings As of February 24, 2026 Moody’s Standard and Poor’s Fitch DBRS Morningstar Fifth Third Bancorp: Short-term borrowings No rating A-2 F1 R-1L Senior debt Baa1 BBB+ A- A Subordinated debt Baa1 BBB BBB+ AL Fifth Third Bank, National Association: Short-term borrowings P-2 A-2 F1 R-1M Short-term deposit P-1 No rating F1 No rating Long-term deposit A1 No rating A AH Senior debt A3 A- A- AH Subordinated debt A3 BBB+ BBB+ A Rating Agency Outlook for Fifth Third Bancorp and Fifth Third Bank, National Association: Negative Stable Stable Positive 100 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OPERATIONAL RISK MANAGEMENT Operational risk is the risk to current or projected financial condition and resilience arising from inadequate or failed internal processes or systems, human errors or misconduct or adverse external events that are neither market- nor credit-related.
The following analysis focuses on a comparison of results for the year ended December 31, 2024 with the year ended December 31, 2023. Refer to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional information comparing the results for the year ended December 31, 2023 to the year ended December 31, 2022.
The following analysis focuses on a comparison of results for the year ended December 31, 2025 with the year ended December 31, 2024. Refer to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information comparing the results for the year ended December 31, 2024 to the year ended December 31, 2023.
The Management Compliance Committee reports to the ERMC, which reports to the RCC of the Board of Directors of Fifth Third Bancorp and Fifth Third Bank, National Association. 103 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAPITAL MANAGEMENT Management regularly reviews the Bancorp’s capital levels to help ensure it is appropriately positioned under various operating environments.
The Management Compliance Committee reports to the ERMC, which reports to the RCC of the Board of Directors of Fifth Third Bancorp and Fifth Third Bank, National Association. 102 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAPITAL MANAGEMENT Management regularly reviews capital levels to help ensure it is appropriately positioned under various operating environments.
The first of these risk rating systems is based on regulatory guidance for credit risk rating systems. These ratings are used by the Bancorp to monitor and manage its credit risk.
These ratings are used by the Bancorp to monitor and manage its credit risk. The first of these risk rating systems is based on and aligns with regulatory guidance for credit risk rating systems.
Tables 55 and 56 provide the sensitivity of the Bancorp’s estimated NII profile at December 31, 2024 to changes to certain deposit balance and deposit repricing sensitivity (beta) assumptions.
Tables 55 and 56 provide the sensitivity of the Bancorp’s estimated NII profile at December 31, 2025 to changes to certain deposit balance and deposit repricing sensitivity (beta) assumptions.
Table 51 provides a summary of credit loss experience and net charge-offs as a percent of average portfolio loans and leases outstanding by loan category.
Table 50 provides a summary of credit loss experience and net charge-offs as a percent of average portfolio loans and leases outstanding by loan category.
(b) Includes a discount of $865 at December 31, 2024 pertaining to the unamortized portion of unrealized losses on HTM securities. Other Short-Term Investments Other short-term investments have original maturities less than one year and primarily include interest-bearing balances that are funds on deposit at the FRB or other depository institutions.
(b) Includes a discount of $742 at December 31, 2025 pertaining to the unamortized portion of unrealized losses on HTM securities. Other Short-Term Investments Other short-term investments have original maturities less than one year and primarily include interest-bearing balances that are funds on deposit at the FRB or other depository institutions.
GAAP: TABLE 4: Non-GAAP Financial Measures - Capital Ratios As of December 31 ($ in millions) 2024 2023 Total Bancorp Shareholders’ Equity (U.S.
GAAP: TABLE 4: Non-GAAP Financial Measures - Capital Ratios As of December 31 ($ in millions) 2025 2024 Total Bancorp Shareholders’ Equity (U.S.
Net charge-offs on indirect secured consumer loans with an LTV greater than 100% at origination were $40 million for both the years ended December 31, 2024 and 2023. Credit card portfolio The credit card portfolio consists of predominantly prime accounts with 98% of balances existing within the Bancorp’s footprint at both December 31, 2024 and 2023.
Net charge-offs on indirect secured consumer loans with an LTV greater than 100% at origination were $34 million and $40 million for the years ended December 31, 2025 and 2024, respectively. Credit card portfolio The credit card portfolio consists of predominantly prime accounts with 98% of balances existing within the Bancorp’s footprint at both December 31, 2025 and 2024.
From these portfolios, $8.2 billion in principal and interest payments are expected to be received in the next 12 months and an additional $8.6 billion is expected to be received in the next 13 to 24 months. For further information on the Bancorp’s securities portfolio, refer to the Investment Securities subsection of the Balance Sheet Analysis section of MD&A.
From these portfolios, $8.0 billion in principal and interest payments are expected to be received in the next 12 months and an additional $6.9 billion is expected to be received in the next 13 to 24 months. For further information on the investment securities portfolio, refer to the Investment Securities subsection of the Balance Sheet Analysis section of MD&A.
The Bancorp also did not recognize provision for credit losses for investment securities during the years ended December 31, 2024, 2023 and 2022.
The Bancorp also did not recognize provision for credit losses for investment securities during the years ended December 31, 2025, 2024 and 2023.
These losses related to certain securities in unrealized loss positions where the Bancorp had determined that it no longer intends to hold the securities until the recovery of their amortized cost bases. 70 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table summarizes the end of period components of investment securities: TABLE 21: Components of Investment Securities As of December 31 ($ in millions) 2024 2023 Available-for-sale debt and other securities (amortized cost basis): U.S.
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. 70 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table summarizes the end of period components of investment securities: TABLE 20: Components of Investment Securities As of December 31 ($ in millions) 2025 2024 Available-for-sale debt and other securities (amortized cost basis): U.S.
The home equity portfolio is managed in two primary groups: loans outstanding with a combined LTV greater than 80% and those loans with an LTV of 80% or less based upon appraisals at origination. For additional information on these loans, refer to Table 39, Table 40 and Table 41.
The home equity portfolio is managed in two primary groups: loans outstanding with a combined LTV greater than 80% and those loans with an LTV of 80% or less based upon appraisals at origination. For additional information on these loans, refer to Tables 38, 39 and 40.
These risks continue to be carefully managed and monitored to ensure effective controls are in place, with appropriate oversight and governance by the second line of defense. Fifth Third also focuses on the reporting and escalation of operational control issues to senior management and the Board of Directors.
These risks continue to be carefully managed and monitored to ensure effective controls are in place, with appropriate oversight and governance by the second line of defense. Fifth Third also focuses on the reporting of operational controls, and escalates control issues to senior management and the Board of Directors, as needed.
(b) Information for all periods presented excludes advances made pursuant to servicing agreements for GNMA mortgage pools whose repayments are insured by the FHA or guaranteed by the VA. These advances were $163 and $141 as of December 31, 2024 and 2023, respectively.
(b) Information for all periods presented excludes advances made pursuant to servicing agreements for GNMA mortgage pools whose repayments are insured by the FHA or guaranteed by the VA. These advances were $195 and $163 as of December 31, 2025 and 2024, respectively.
Additionally, the second line of defense is responsible for identifying, assessing, managing, monitoring and reporting on aggregate risks enterprise-wide. • The third line of defense is Internal Audit, which provides oversight of the first and second lines of defense, and independent assurance to the Board on the effectiveness of governance, risk management and internal controls. 76 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CREDIT RISK MANAGEMENT Credit risk management utilizes a framework that encompasses consistent processes for identifying, assessing, managing, monitoring and reporting credit risk.
The third line of defense is Internal Audit, which provides oversight of the first and second lines of defense, and independent assurance to the Board on the effectiveness of governance, risk management and internal controls. 76 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CREDIT RISK MANAGEMENT Credit risk management utilizes a framework that encompasses consistent processes for identifying, assessing, managing, monitoring and reporting credit risk.
The Bancorp considers several factors when monitoring its solar energy installation loan portfolio, including concentrations by installer, concentrations by state and FICO distributions at origination. At both December 31, 2024 and 2023, loans originated through the Bancorp’s three largest approved installers represented approximately 23% of total balances outstanding in the solar energy installation loan portfolio.
The Bancorp considers several factors when monitoring its solar energy installation loan portfolio, including concentrations by installer, concentrations by state and FICO distributions at origination. At December 31, 2025 and 2024, loans originated through the Bancorp’s three largest approved installers represented approximately 22% and 23%, respectively, of total balances outstanding in the solar energy installation loan portfolio.
Specific to office properties, the Bancorp has also observed industry data indicating that the office sector of the commercial real estate market continues to lag behind others in terms of property values, driven in part by lessened demand as a result of the increased prevalence of remote work across many professions since the onset of the COVID-19 pandemic.
Specific to office properties, the Bancorp has also observed industry data indicating that the office sector of the commercial real estate market continues to lag behind others in terms of property values, driven in part by lessened demand as a result of the increased prevalence of remote work across many professions.
Management does not rely on any one source of liquidity and manages availability in response to changing balance sheet needs. In June of 2023, the Board of Directors authorized $10.0 billion of debt or other securities for issuance, of which $7.0 billion of debt or other securities were available for issuance a s of December 31, 2024 .
Management does not rely on any one source of liquidity and manages availability in response to changing balance sheet needs. In June of 2023, the Board of Directors authorized $10.0 billion of debt or other securities for issuance, of which $7.0 billion of debt or other securities were available for issuance as of December 31, 2025.
Refer to the Borrowings subsection of the Balance Sheet Analysis section of MD&A for additional information on the Bancorp’s borrowings. During the year ended December 31, 2024, average wholesale funding represented 16% of average interest-bearing liabilities compared to 18% for the year ended December 31, 2023.
Refer to the Borrowings subsection of the Balance Sheet Analysis section of MD&A for additional information on the Bancorp’s borrowings. During the year ended December 31, 2025, average wholesale funding represented 15% of average interest-bearing liabilities compared to 16% for the year ended December 31, 2024.
During the years ended December 31, 2024 and 2023, approximately $64 million and $54 million, respectively, of interest income would have been recognized if the nonaccrual portfolio loans and leases had been current in accordance with their contractual terms.
During the years ended December 31, 2025 and 2024, approximately $79 million and $64 million, respectively, of interest income would have been recognized if the nonaccrual portfolio loans and leases had been current in accordance with their contractual terms.
The Bancorp’s average core deposits and average shareholders’ equity funded 86 % and 85% of its average total assets for the years ended December 31, 2024 and 2023, respectively. In addition to core deposit funding, the Bancorp also accesses a variety of other short-term and long-term funding sources, which include the use of the FHLB system.
Average core deposits and average shareholders’ equity funded 87% and 86% of the Bancorp’s average total assets for the years ended December 31, 2025 and 2024, respectively. In addition to core deposit funding, the Bancorp also accesses a variety of other short-term and long-term funding sources, which include the use of the FHLB system.
The FTE adjustments were $24, $25 and $16 for the years ended December 31, 2024, 2023 and 2022, respectively. (b) These are non-GAAP measures. For further information, refer to the Non-GAAP Financial Measures section of MD&A.
The FTE adjustments were $20, $24 and $25 for the years ended December 31, 2025, 2024 and 2023, respectively. (b) These are non-GAAP measures. For further information, refer to the Non-GAAP Financial Measures section of MD&A.
Table 19 summarizes end of period loans and leases, including loans and leases held for sale, and Table 20 summarizes average total loans and leases, including average loans and leases held for sale.
Table 18 summarizes end of period loans and leases, including loans and leases held for sale, and Table 19 summarizes average total loans and leases, including average loans and leases held for sale.
The following are some of the key indicators used by management to assess the Bancorp’s business performance, including those which are considered in the Bancorp’s compensation programs: • CET1 Capital Ratio: CET1 capital divided by risk-weighted assets as defined by the Basel III standardized approach to risk-weighting of assets • Return on Average Tangible Common Equity (non-GAAP): Tangible net income available to common shareholders divided by average tangible common equity • Return on Average Common Equity, Excluding AOCI (non-GAAP): Net income available to common shareholders divided by total equity, excluding AOCI and preferred stock • Net Interest Margin (non-GAAP): Net interest income on an FTE basis divided by average interest-earning assets • Efficiency Ratio (non-GAAP): Noninterest expense divided by the sum of net interest income on an FTE basis and noninterest income • Earnings Per Share, Diluted: Net income allocated to common shareholders divided by average common shares outstanding after the effect of dilutive stock-based awards • Nonperforming Portfolio Assets Ratio: Nonperforming portfolio assets divided by portfolio loans and leases and OREO • Net Charge-off Ratio: Net losses charged-off divided by average portfolio loans and leases 48 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS • Return on Average Assets: Net income divided by average assets • Loan-to-Deposit Ratio: Total loans divided by total deposits • Household Growth: Change in the number of consumer households with retail relationship-based checking accounts The list of indicators above is intended to summarize some of the most important metrics utilized by management in evaluating the Bancorp’s performance and does not represent an all-inclusive list of all performance measures that may be considered relevant or important to management or investors.
The following are some of the key indicators used by management to assess the Bancorp’s business performance, including those which are considered in the Bancorp’s compensation programs: • CET1 risk-based Capital Ratio: CET1 risk-based capital divided by risk-weighted assets as defined by the Basel III standardized approach to risk-weighting of assets • Return on Average Tangible Common Equity (non-GAAP): Tangible net income available to common shareholders divided by average tangible common equity • Return on Average Common Equity, Excluding AOCI (non-GAAP): Net income available to common shareholders divided by total equity, excluding AOCI and preferred stock • Net Interest Margin (non-GAAP): Net interest income on an FTE basis divided by average interest-earning assets • Efficiency Ratio (non-GAAP): Noninterest expense divided by the sum of net interest income on an FTE basis and noninterest income • Earnings Per Share, Diluted: Net income allocated to common shareholders divided by average common shares outstanding after the effect of dilutive stock-based awards • Nonperforming Portfolio Assets Ratio: Nonperforming portfolio assets divided by portfolio loans and leases and OREO • Net Charge-off Ratio: Net losses charged-off divided by average portfolio loans and leases • Return on Average Assets: Net income divided by average assets • Loan-to-Deposit Ratio: Total loans divided by total deposits • Household Growth: Change in the number of consumer households with retail relationship-based checking accounts The list of indicators above is intended to summarize some of the most important metrics utilized by management in evaluating the Bancorp’s performance and does not represent an all-inclusive list of all performance measures that may be considered relevant or important to management or investors. 49 Fifth Third Bancorp Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 1: Earnings Summary For the years ended December 31 ($ in millions, except per share data) 2025 2024 2023 Income Statement Data Net interest income (U.S.
The fair values of investment securities are impacted by interest rates, credit spreads, market volatility and liquidity conditions. The fair value of the Bancorp’s investment securities portfolio generally decreases when interest rates increase or when credit spreads widen.
The fair values of investment securities are impacted by interest rates, credit spreads, market volatility and liquidity conditions. The fair value of the Bancorp’s investment securities portfolio generally decreases when interest rates increase or when credit spreads widen, and, conversely, increases when interest rates decrease or when credit spreads contract.
At December 31, 2024 and 2023, 72% and 71%, respectively, of the outstanding balances were originated through branch-based relationships with the remainder coming from direct mail campaigns and online acquisitions. Given the variable nature of the credit card portfolio, interest rate increases impact this product and it is regularly monitored to ensure the portfolio remains within the Bancorp’s risk tolerance.
At both December 31, 2025 and 2024, 72% of the outstanding balances were originated through branch-based relationships with the remainder coming from direct mail campaigns and online acquisitions. Given the variable nature of the credit card portfolio, interest rate increases impact this product and it is regularly monitored to ensure the portfolio remains within the Bancorp’s risk appetite.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This information is set forth in the Interest Rate and Price Risk Management section of Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of this Report and is incorporated herein by reference. This information contains certain statements that we believe are forward-looking statements.
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This information is set forth in the Interest Rate and Price Risk Management section of Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of this Annual Report and is incorporated herein by reference. This information contains certain statements that we believe are forward-looking statements.
Refer to page 15 for cautionary information regarding forward-looking statements.
Refer to page 19 for cautionary information regarding forward-looking statements.

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