FIFTH THIRD BANCORP (FITB)

CIK: 0000035527. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-24.
SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks
SEC company page: https://www.sec.gov/edgar/browse/?CIK=35527. Latest filing source: 0000035527-26-000124.
Selected Fundamentals

Metric	Value	Unit	FY	Filed
Revenue	9,903,000,000	USD	2025	2026-02-24
Net income	2,522,000,000	USD	2025	2026-02-24
Assets	214,376,000,000	USD	2025	2026-02-24
Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000035527.json. Derived margins are computed from the extracted annual SEC facts.
Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.
Metric	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
Revenue	4,193,000,000	4,489,000,000	5,183,000,000	6,254,000,000	5,572,000,000	5,211,000,000	6,587,000,000	9,760,000,000	10,426,000,000	9,903,000,000
Net income	1,547,000,000	2,180,000,000	2,193,000,000	2,512,000,000	1,427,000,000	2,770,000,000	2,446,000,000	2,349,000,000	2,314,000,000	2,522,000,000
Diluted EPS	1.91	2.81	3.06	3.33	1.83	3.73	3.35	3.22	3.14	3.53
Assets	142,080,000,000	142,081,000,000	146,069,000,000	169,369,000,000	204,680,000,000	211,116,000,000	207,452,000,000	214,574,000,000	212,927,000,000	214,376,000,000
Liabilities	125,945,000,000	125,861,000,000	129,819,000,000	148,166,000,000	181,569,000,000	188,906,000,000	190,125,000,000	195,402,000,000	193,282,000,000	192,652,000,000
Stockholders' equity	16,205,000,000	16,200,000,000	16,250,000,000	21,203,000,000	23,111,000,000	22,210,000,000	17,327,000,000	19,172,000,000	19,645,000,000	21,724,000,000
Net margin	36.89%	48.56%	42.31%	40.17%	25.61%	53.16%	37.13%	24.07%	22.19%	25.47%
Financial Charts

Macro Cross-References

CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
UNRATE - Unemployment Rate
FEDFUNDS - Federal Funds Effective Rate
CES0500000003 - Average Hourly Earnings of All Employees, Total Private
DFEDTARU - Federal Funds Target Range - Upper Limit
DFEDTARL - Federal Funds Target Range - Lower Limit
DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
PCEPI - Personal Consumption Expenditures: Chain-type Price Index
PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
PPIACO - Producer Price Index by Commodity: All Commodities
T10YIE - 10-Year Breakeven Inflation Rate
U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
PAYEMS - All Employees, Total Nonfarm
CIVPART - Labor Force Participation Rate
EMRATIO - Employment-Population Ratio
UNEMPLOY - Unemployed
CE16OV - Employment Level
ICSA - Initial Claims
JTSJOL - Job Openings: Total Nonfarm
JTSQUR - Quits: Total Nonfarm
GDPC1 - Real Gross Domestic Product
A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
INDPRO - Industrial Production: Total Index
TCU - Capacity Utilization: Total Index
HOUST - New Privately-Owned Housing Units Started: Total Units
PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
RSAFS - Advance Retail Sales: Retail Trade
PCE - Personal Consumption Expenditures
DSPIC96 - Real Disposable Personal Income
PSAVERT - Personal Saving Rate
M2SL - M2
BOPGSTB - U.S. International Trade in Goods and Services: Balance
Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-24. Report date: 2025-12-31.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is Management’s Discussion and Analysis of Financial Condition and Results of Operations of certain significant factors that have affected Fifth Third Bancorp’s (the “Bancorp” or “Fifth Third”) financial condition and results of operations during the periods included in the Consolidated Financial Statements, which are a part of this filing. Reference to the Bancorp incorporates the parent holding company and all consolidated subsidiaries. The Bancorp’s banking subsidiary is referred to as the Bank.

OVERVIEW

This overview of MD&A highlights selected information in the financial results of the Bancorp and may not contain all of the information that is important to you. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources and critical accounting policies and estimates, you should carefully read this entire document. Each of these items could have an impact on the Bancorp’s financial condition, results of operations and cash flows. In addition, refer to the Glossary of Abbreviations and Acronyms in this report for a list of terms included as a tool for the reader of this Annual Report on Form 10-K. The abbreviations and acronyms identified therein are used throughout this MD&A, as well as the Consolidated Financial Statements and Notes to Consolidated Financial Statements.

Net interest income, net interest margin, net interest rate spread and the efficiency ratio are presented in MD&A on an FTE basis. The FTE basis adjusts for the tax-favored status of income from certain loans and leases and securities held by the Bancorp that are not taxable for federal income tax purposes. The Bancorp believes this presentation to be the preferred industry measurement of net interest income as it provides a relevant comparison between taxable and non-taxable amounts. The FTE basis for presenting net interest income is a non-GAAP measure. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

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. Changes in interest rates, credit quality, economic trends and the capital markets are primary factors that drive the performance of the Bancorp. As discussed later in the Risk Management section of MD&A, risk identification, measurement, monitoring, control and reporting are important to the management of risk and to the financial performance and capital strength of the Bancorp.

Net interest income is the difference between interest income earned on assets such as loans, leases and securities, and interest expense incurred on liabilities such as deposits, other short-term borrowings and long-term debt. Net interest income is affected by the general level of interest rates, the relative level of short-term and long-term interest rates, changes in interest rates and changes in the amount and composition of interest-earning assets and interest-bearing liabilities. Generally, the rates of interest the Bancorp earns on its assets and pays on its liabilities are established for a period of time. The change in market interest rates over time exposes the Bancorp to interest rate risk through potential adverse changes to net interest income and financial position. The Bancorp manages this risk by continually analyzing and adjusting the composition of its assets and liabilities based on their payment streams and interest rates, the timing of their maturities and their sensitivity to changes in market interest rates. Additionally, in the ordinary course of business, the Bancorp enters into certain derivative transactions as part of its overall strategy to manage its interest rate and prepayment risks. The Bancorp is also exposed to the risk of loss on its loan and lease portfolio as a result of changing expected cash flows caused by borrower credit events, such as loan defaults and inadequate collateral.

Noninterest income is derived from wealth and asset management revenue, commercial payments revenue, consumer banking revenue, capital markets fees, commercial banking revenue, mortgage banking net revenue, other noninterest income and net securities gains or losses. Noninterest expense includes compensation and benefits, technology and communications, net occupancy expense, equipment expense, loan and lease expense, marketing expense, card and processing expense and other noninterest expense.

Acquisition of Comerica Incorporated

On February 1, 2026, Fifth Third Bancorp closed the merger with Comerica Incorporated (“Comerica”) in an all-stock transaction valued at approximately $12.7 billion. Under the terms of the merger agreement, each outstanding share of Comerica’s common stock was converted into the right to receive 1.8663 shares of Fifth Third Bancorp common stock and each outstanding share of Comerica’s preferred stock was converted into the right to receive one share of a newly created series of preferred stock with comparable terms issued by the Bancorp.

Refer to Note 32 of the Notes to Consolidated Financial Statements for more information.

Redemption of Preferred Stock

On September 30, 2025, the Bancorp redeemed all 14,000 outstanding shares of its 4.500% fixed-rate reset non-cumulative perpetual preferred stock, Series L, and the corresponding depositary shares, pursuant to its terms and conditions. Prior to the redemption, the dividend rate on the Series L preferred stock was set to reach its first dividend reset date at which time the dividend would have reset to the five-year U.S. Treasury rate plus 4.215%.

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

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

Share Repurchase Activity

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

On June 13, 2025, the Bancorp’s Board of Directors authorized management to purchase 100 million shares of the Bancorp’s common stock through the open market or in any private party transactions. This authorization superseded the prior authorization from June 2019 and did not include specific targets or an expiration date.

Refer to Note 24 of the Notes to Consolidated Financial Statements for additional information on share repurchase activity.

Senior Notes Offerings

On January 28, 2025, the Bank issued and sold, under its bank note program, $700 million of fixed-rate/floating-rate senior notes due on January 28, 2028. The senior notes will bear interest at a rate of 4.967% per annum to, but excluding, January 28, 2027. From, and including, January 28, 2027, to, but excluding, the maturity date, the senior notes will bear interest at a rate of compounded SOFR plus 0.81%.

On January 28, 2025, the Bank issued and sold, under its bank note program, $300 million of floating-rate senior notes due on January 28, 2028. The senior notes will bear interest at a rate of compounded SOFR plus 0.81%.

Refer to Note 17 of the Notes to Consolidated Financial Statements for more information.

Key Performance Indicators

The Bancorp, as a banking institution, utilizes various key indicators of financial condition and operating results in managing and monitoring the performance of the business. In addition to traditional financial metrics, such as revenue and expense trends, the Bancorp monitors other financial measures that assist in evaluating growth trends, capital and liquidity strength and operational efficiencies. The Bancorp analyzes these key performance indicators against its past performance, its forecasted performance and with the performance of its peer banking institutions. These indicators may change from time to time as the operating environment and businesses change.

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.

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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. GAAP)

$

5,982 

5,630 

5,827 

Net interest income (FTE)(a)(b)

6,002 

5,654 

5,852 

Noninterest income

3,035 

2,849 

2,881 

Total revenue (FTE)(a)(b)

9,037 

8,503 

8,733 

Provision for credit losses

662 

530 

515 

Noninterest expense

5,144 

5,033 

5,205 

Net income

2,522 

2,314 

2,349 

Net income available to common shareholders

2,376 

2,155 

2,212 

Common Share Data

Earnings per share - basic

$

3.56 

3.16 

3.23 

Earnings per share - diluted

3.53 

3.14 

3.22 

Cash dividends declared per common share

1.54 

1.44 

1.36 

Book value per share

30.18 

26.17 

25.04 

Market value per share

46.81 

42.28 

34.49 

Financial Ratios

Return on average assets

1.19 

%

1.09 

1.13 

Return on average common equity

12.6 

12.5 

14.2 

Return on average tangible common equity(b)

17.4 

17.8 

21.3 

Dividend payout

43.3 

45.6 

42.1

(a)Amounts presented on an FTE basis. 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.

Earnings Summary

The Bancorp’s net income available to common shareholders for the year ended December 31, 2025 was $2.4 billion, or $3.53 per diluted share, which was net of $146 million of preferred stock dividends. On September 30, 2025, the Bancorp redeemed all outstanding shares of its preferred stock, Series L, resulting in a $4 million reduction to net income available to common shareholders, which was recognized as incremental dividends on preferred stock in the Bancorp’s Consolidated Statements of Income. The Bancorp’s net income available to common shareholders for the year ended December 31, 2024 was $2.2 billion, or $3.14 per diluted share, which was net of $159 million of preferred stock dividends.

Net interest income on an FTE basis (non-GAAP) was $6.0 billion for the year ended December 31, 2025, increasing $348 million compared to the prior year. Net interest income for the year ended December 31, 2025 was positively impacted by lower funding costs due to both the benefit of lower short-term market rates and a decrease in the average balances of interest-bearing liabilities. Additionally, higher average balances of loans and leases and fixed rate consumer loan yield improvement driven by higher intermediate-term and long-term interest rates drove interest income growth. These positive impacts were partially offset by decreases in the average balances of and lower yields on other short-term investments as well as lower yields on average commercial loans and leases driven by lower short-term market rates. Net interest margin on an FTE basis (non-GAAP) was 3.11% for the year ended December 31, 2025 compared to 2.90% for the year ended December 31, 2024.

The provision for credit losses was $662 million for the year ended December 31, 2025 compared to $530 million in the prior year. Provision expense for the year ended December 31, 2025 increased primarily driven by the fraud-related impairment of an asset-backed finance commercial loan which included a charge-off of $178 million and a specific allowance of $20 million, as well as increases in specific reserves on individually evaluated commercial loans and higher period-end loan and lease balances. The increase in provision expense for the year ended December 31, 2025 was partially offset by factors that reduced the ACL from December 31, 2024, including the impacts of changes in both the mix and credit quality of the consumer loan portfolio and improvements in probability of default ratings on collectively-evaluated commercial loans. Net losses charged off as a percent of average portfolio loans and leases were 0.60% and 0.45% for the years ended December 31, 2025 and 2024, respectively. At December 31, 2025, nonperforming portfolio assets as a percent of portfolio loans and leases and OREO decreased to 0.65% compared to 0.71% at December 31, 2024. For further discussion on credit quality, refer to the Credit Risk Management subsection of the Risk Management section of MD&A as well as Note 6 of the Notes to Consolidated Financial Statements.

Noninterest income increased $186 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to increases in wealth and asset management revenue, commercial payments revenue, consumer banking revenue, mortgage banking net revenue and other noninterest income, partially offset by decreases in commercial banking revenue and capital markets fees.

Noninterest expense increased $111 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to increases in compensation and benefits expense, technology and communications expense and marketing expense, partially offset by a decrease in other noninterest expense.

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

For more information on net interest income, provision for credit losses, noninterest income and noninterest expense, refer to the Statements of Income Analysis section of MD&A.

Capital Summary

The Bancorp calculated its regulatory capital ratios under the Basel III standardized approach to risk-weighting of assets as of December 31, 2025. As of December 31, 2025, the Bancorp’s capital ratios, as defined by the U.S. banking agencies, were:

•CET1 risk-based capital ratio: 10.81%;

•Tier 1 risk-based capital ratio: 11.87%;

•Total risk-based capital ratio: 13.78%;

•Leverage ratio: 9.41%

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

NON-GAAP FINANCIAL MEASURES

The following are non-GAAP financial measures which provide useful insight to the reader of the Consolidated Financial Statements but should be supplemental to primary U.S. GAAP measures and should not be read in isolation or relied upon as a substitute for the primary U.S. GAAP measures. The Bancorp encourages readers to consider the Consolidated Financial Statements in their entirety and not to rely on any single financial measure.

The FTE basis adjusts for the tax-favored status of income from certain loans and leases and securities held by the Bancorp that are not taxable for federal income tax purposes. The Bancorp believes this presentation to be the preferred industry measurement of net interest income as it provides a relevant comparison between taxable and non-taxable amounts.

The following table reconciles the non-GAAP financial measures of net interest income on an FTE basis, interest income on an FTE basis, net interest margin, net interest rate spread and the efficiency ratio to U.S. GAAP:

TABLE 2: Non-GAAP Financial Measures - Financial Measures and Ratios on an FTE basis

For the years ended December 31 ($ in millions)

2025

2024

2023

Net interest income (U.S. GAAP)

$

5,982 

5,630 

5,827 

Add: FTE adjustment

20 

24 

25 

Net interest income on an FTE basis (1)

$

6,002 

5,654 

5,852 

Interest income (U.S. GAAP)

$

9,903 

10,426 

9,760 

Add: FTE adjustment

20 

24 

25 

Interest income on an FTE basis (2)

$

9,923 

10,450 

9,785 

Interest expense (3)

$

3,921 

4,796 

3,933 

Noninterest income (4)

3,035 

2,849 

2,881 

Noninterest expense (5)

5,144 

5,033 

5,205 

Average interest-earning assets (6)

193,288 

194,800 

191,743 

Average interest-bearing liabilities (7)

143,450 

146,188 

137,592 

Ratios:

Net interest margin on an FTE basis (1) / (6)

3.11 

%

2.90 

3.05 

Net interest rate spread on an FTE basis ((2) / (6)) - ((3) / (7))

2.40 

2.08 

2.24 

Efficiency ratio on an FTE basis (5) / ((1) + (4))

56.9 

59.2 

59.6 

The Bancorp believes return on average tangible common equity is an important measure for comparative purposes with other financial institutions, but is not defined under U.S. GAAP, and therefore is considered a non-GAAP financial measure. This measure is useful for evaluating the performance of a business as it calculates the return available to common shareholders without the impact of intangible assets and their related amortization.

The following table reconciles the non-GAAP financial measure of return on average tangible common equity to 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. GAAP)

$

2,376 

2,155 

2,212 

Add: Intangible amortization, net of tax

22 

28 

34 

Tangible net income available to common shareholders (1)

$

2,398 

2,183 

2,246 

Average Bancorp shareholders’ equity (U.S. GAAP)

$

20,858 

19,398 

17,704 

Less: Average preferred stock

2,028 

2,116 

2,116 

Average goodwill

4,930 

4,918 

4,918 

Average intangible assets

79 

107 

146 

Average tangible common equity (2)

$

13,821 

12,257 

10,524 

Return on average tangible common equity (1) / (2)

17.4 

%

17.8 

21.3 

The Bancorp considers various measures when evaluating capital utilization and adequacy, including the tangible equity ratio and tangible common equity ratio, in addition to capital ratios defined by the U.S. banking agencies. These calculations are intended to complement the capital ratios defined by the U.S. banking agencies for both absolute and comparative purposes. As U.S. GAAP does not include capital ratio measures, the Bancorp believes there are no comparable U.S. GAAP financial measures to these ratios. These ratios are not formally defined by U.S. GAAP or codified in the federal banking regulations and, therefore, are considered to be non-GAAP financial measures.

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The following table reconciles non-GAAP capital ratios to 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. GAAP)

$

21,724 

19,645 

Less: Preferred stock

1,770 

2,116 

Goodwill

4,947 

4,918 

Intangible assets

69 

90 

AOCI

(3,110)

(4,636)

Tangible common equity, excluding AOCI (1)

18,048 

17,157 

Add: Preferred stock

1,770 

2,116 

Tangible equity (2)

$

19,818 

19,273 

Total Assets (U.S. GAAP)

$

214,376 

212,927 

Less: Goodwill

4,947 

4,918 

Intangible assets

69 

90 

AOCI, before tax

(4,092)

(5,868)

Tangible assets, excluding AOCI (3)

$

213,452 

213,787 

Ratios:

Tangible equity as a percentage of tangible assets (2) / (3)

9.28 

%

9.02 

Tangible common equity as a percentage of tangible assets (1) / (3)

8.46 

8.03 

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RECENT ACCOUNTING STANDARDS

Note 1 of the Notes to Consolidated Financial Statements provides a discussion of the significant new accounting standard applicable to the Bancorp during 2025 and the expected impact of significant accounting standards issued, but not yet required to be adopted.

CRITICAL ACCOUNTING POLICIES

The Bancorp’s Consolidated Financial Statements are prepared in accordance with U.S. GAAP. Certain accounting policies require management to exercise judgment in determining methodologies, economic assumptions and estimates that may materially affect the Bancorp’s financial position, results of operations and cash flows. 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.

ALLL

The Bancorp disaggregates its portfolio loans and leases into portfolio segments for purposes of determining the ALLL. The Bancorp’s portfolio segments include commercial, residential mortgage and consumer. The Bancorp further disaggregates its portfolio segments into classes for purposes of monitoring and assessing credit quality based on certain risk characteristics. For an analysis of the Bancorp’s ALLL by portfolio segment and credit quality information by class, refer to Note 6 of the Notes to Consolidated Financial Statements.

The Bancorp maintains the ALLL to absorb the amount of credit losses that are expected to be incurred over the remaining contractual terms of the related loans and leases. Contractual terms are adjusted for expected prepayments but are not extended for expected extensions, renewals or modifications except in circumstances where extension or renewal options are embedded in the original contract and not unconditionally cancellable by the Bancorp. Accrued interest receivable on loans is presented in the Consolidated Financial Statements as a component of other assets. When accrued interest is deemed to be uncollectible (typically when a loan is placed on nonaccrual status), interest income is reversed. The Bancorp follows established policies for placing loans on nonaccrual status, so uncollectible accrued interest receivable is reversed in a timely manner. As a result, the Bancorp has elected not to measure a reserve for accrued interest receivable as part of its ALLL. However, the Bancorp does record a reserve for the portion of accrued interest receivable that it expects to be uncollectible. For additional information on the Bancorp’s accounting policies related to nonaccrual loans and leases, refer to Note 1 of the Notes to Consolidated Financial Statements.

Credit losses are charged and recoveries are credited to the ALLL. The ALLL is maintained at a level the Bancorp considers to be adequate and is based on ongoing quarterly assessments and evaluations of the collectability of loans and leases, including historical credit loss experience, current and forecasted market and economic conditions and consideration of various qualitative factors that, in management’s judgment, deserve consideration in estimating expected credit losses. Provisions for credit losses are recorded for the amounts necessary to adjust the ALLL to the Bancorp’s current estimate of expected credit losses on portfolio loans and leases. The Bancorp’s strategy for credit risk management includes a combination of conservative exposure limits significantly below legal lending limits and conservative underwriting, documentation and collections standards. The strategy also emphasizes diversification on a geographic, industry and customer level, regular credit examinations and quarterly management reviews of large credit exposures and loans experiencing deterioration of credit quality. Refer to the Credit Risk Management subsection of the Risk Management section of MD&A for additional information.

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

Larger commercial loans and leases included within aggregate borrower relationship balances exceeding $1 million on nonaccrual status are individually evaluated for an ALLL. The Bancorp considers the current value of collateral, credit quality of any guarantees, the guarantor’s liquidity and willingness to cooperate, the loan or lease structure (including modifications, if any) and other factors when determining the amount of the ALLL. Other factors may include the borrower’s susceptibility to risks presented by the forecasted macroeconomic environment, the industry and geographic region of the borrower, size and financial condition of the borrower, cash flow and leverage of the borrower and the Bancorp’s evaluation of the borrower’s management. Significant management judgment is required when evaluating which of these factors are most relevant in individual circumstances, and when estimating the amount of expected credit losses based on those factors. When loans and leases are individually evaluated, allowances are determined based on management’s estimate of the borrower’s ability to repay the loan or lease given the availability of collateral and other sources of cash flow, as well as an evaluation of legal options available to the Bancorp. Allowances for individually evaluated loans and leases that are collateral-dependent are measured based on the fair value of the underlying collateral, less expected costs to sell where applicable. Allowances for individually evaluated loans and leases that are not collateral-dependent are typically measured based on the present value of expected cash flows of the loan or lease, discounted at its effective interest rate. Specific allowances on individually evaluated commercial loans and leases are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

The Bancorp considers loans to be collateral-dependent when it becomes probable that repayment of the loan will be provided through the sale or operation of the collateral instead of from payments made by the borrower. The expected credit losses for these loans are typically estimated based on the fair value of the underlying collateral, less expected costs to sell where applicable. Specific allowances on individually

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evaluated consumer and residential mortgage loans are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

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

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

The Bancorp also considers qualitative factors in determining the ALLL in order to capture characteristics in the portfolio that impact expected credit loss models but are not fully captured within the Bancorp’s expected credit loss models. These considerations inherently require significant management judgment to determine the appropriate factors to be considered and the extent of their impact on the ALLL estimate. These may include adjustments for changes in policies or procedures in underwriting, monitoring or collections, lending and risk management personnel and results of internal audit and quality control reviews. These may also include adjustments, when deemed necessary, for specific idiosyncratic risks such as geopolitical events, natural disasters and their effects on regional borrowers, changes in product structures or changes in economic conditions that are not reflected in the quantitative credit loss models. Qualitative factor adjustments may also be used to address the impacts of unforeseen events on key inputs and assumptions within the Bancorp’s expected credit loss models, such as the reasonable and supportable forecast period, changes to historical loss information or changes to the reversion period or methodology. When evaluating the adequacy of allowances, consideration is also given to regional geographic concentrations and the closely associated effect that changing economic conditions may have on the Bancorp’s customers. Given the diverse circumstances that necessitate the application of qualitative factors, the specific factors considered and their relative significance to the ALLL vary from period to period.

Overall, the collective evaluation process requires significant management judgment when determining the estimation methodology and inputs into the models, as well as in evaluating the reasonableness of the modeled results and the appropriateness of qualitative adjustments. The Bancorp’s forecasts of market and economic conditions and the internal risk ratings assigned to loans and leases in the commercial portfolio segment are examples of inputs to the expected credit loss models that require significant management judgment. These inputs have the potential to drive significant variability in the resulting ALLL.

Refer to the Allowance for Credit Losses subsection of the Risk Management section of MD&A for a discussion on the Bancorp’s ALLL sensitivity analysis.

Reserve for Unfunded Commitments

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

Valuation of Servicing Rights

When the Bancorp sells loans through either securitizations or individual loan sales in accordance with its investment policies, it often obtains servicing rights. The Bancorp may also purchase servicing rights. The Bancorp has elected to measure all existing classes of its residential mortgage servicing rights at fair value at each reporting date with changes in the fair value of servicing rights reported in earnings in the period in which the changes occur. Servicing rights are valued using internal OAS models. Significant management judgment is necessary to identify key economic assumptions used in estimating the fair value of the servicing rights including the prepayment speeds of the underlying loans, the weighted-average life, the OAS and the weighted-average coupon rate, as applicable. The primary risk of material changes to the value of the servicing rights resides in the potential volatility in the economic assumptions used, particularly the prepayment speeds. In order to assist in the assessment of the fair value of servicing rights, the Bancorp obtains external valuations of the servicing rights portfolio from

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third parties and participates in peer surveys that provide additional confirmation of the reasonableness of the key assumptions utilized in the internal OAS model. For additional information on servicing rights, refer to Note 13 of the Notes to Consolidated Financial Statements.

Goodwill

Business combinations entered into by the Bancorp typically include the recognition of goodwill. U.S. GAAP requires goodwill to be tested for impairment at the reporting unit level on an annual basis and more frequently if events or circumstances indicate that there may be impairment. As further discussed in Note 1 of the Notes to Consolidated Financial Statements, the Bancorp’s annual goodwill impairment test is performed as of October 1 each year, and more frequently if events or circumstances indicate that there may be impairment.

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

The fair value of a reporting unit is the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. As none of the Bancorp’s reporting units are publicly traded, individual reporting unit fair value determinations cannot be directly correlated to the Bancorp’s stock price. The determination of the fair value of a reporting unit is a subjective process that involves the use of estimates and judgments, particularly related to cash flows, the appropriate discount rates and an applicable control premium. The determination of the fair value of the Bancorp’s reporting units includes both an income-based approach and a market-based approach. The income-based approach utilizes the reporting unit’s forecasted cash flows (including a terminal value approach to estimate cash flows beyond the final year of the forecast) and the reporting unit’s estimated cost of equity as the discount rate. Significant management judgment is necessary in the preparation of each reporting unit’s forecasted cash flows surrounding expectations for earnings projections, growth and credit loss expectations and actual results may differ from forecasted results. Additionally, the Bancorp determines its market capitalization based on the average of the closing price of the Bancorp’s stock during the month including the measurement date, incorporating an additional control premium, and compares this market-based fair value measurement to the aggregate fair value of the Bancorp’s reporting units in order to corroborate the results of the income approach. Refer to Note 10 of the Notes to Consolidated Financial Statements for further information regarding the Bancorp’s goodwill.

Legal Contingencies

The Bancorp and its subsidiaries are parties to numerous claims and lawsuits as well as threatened or potential actions or claims concerning matters arising from the conduct of its business activities. The outcome of claims or litigation and the timing of ultimate resolution are inherently difficult to predict and significant judgment may be required in the determination of both the probability of loss and whether the amount of the loss is reasonably estimable. The Bancorp’s estimates are subjective and are based on the status of legal and regulatory proceedings, the merit of the Bancorp’s defenses and consultation with internal and external legal counsel. An accrual for a potential litigation loss is established when information related to the loss contingency indicates both that a loss is probable and that the amount of loss can be reasonably estimated. Refer to Note 19 of the Notes to Consolidated Financial Statements for further information regarding the Bancorp’s legal proceedings.

Fair Value Measurements

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

U.S. GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. For additional information on the fair value hierarchy and fair value measurements, refer to Note 1 of the Notes to Consolidated Financial Statements.

The Bancorp’s fair value measurements involve various valuation techniques and models, which involve inputs that are observable, when available. Valuation techniques and parameters used for measuring assets and liabilities are reviewed and validated by the Bancorp on a

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quarterly basis. Additionally, the Bancorp monitors the fair values of significant assets and liabilities using a variety of methods including the evaluation of pricing runs and exception reports based on certain analytical criteria, comparison to previous trades and overall review and assessments for reasonableness. The level of management judgment necessary to determine fair value varies based upon the methods used in the determination of fair value. Financial instruments that are measured at fair value using quoted prices in active markets (Level 1) require minimal judgment. The valuation of financial instruments when quoted market prices are not available (Levels 2 and 3) may require significant management judgment to assess whether quoted prices for similar instruments exist, the impact of changing market conditions including reducing liquidity in the capital markets and the use of estimates surrounding significant unobservable inputs. Table 5 provides a summary of the fair value of financial instruments carried at fair value on a recurring basis and the amounts of financial instruments valued using Level 3 inputs.

TABLE 5: Fair Value Summary

As of ($ in millions)

December 31, 2025

December 31, 2024

Balance

Level 3

Balance

Level 3

Assets carried at fair value

$

41,225 

1,709 

45,153 

1,814 

As a percent of total assets

19 

%

1 

21 

1 

Liabilities carried at fair value

$

2,385 

128 

3,114 

175 

As a percent of total liabilities

1 

%

— 

2 

— 

Refer to Note 28 of the Notes to Consolidated Financial Statements for further information on fair value measurements including a description of the valuation methodologies used for significant financial instruments.

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STATEMENTS OF INCOME ANALYSIS

The Bancorp’s Consolidated Statements of Income are presented in Item 8 of this Annual Report on Form 10-K. 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.

Net Interest Income

Net interest income is the interest earned on loans and leases (including yield-related fees), securities and other short-term investments less the interest incurred on core deposits and wholesale funding (including CDs over $250,000, federal funds purchased, other short-term borrowings and long-term debt). The net interest margin is calculated by dividing net interest income by average interest-earning assets. Net interest rate spread is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities. Net interest margin is typically greater than net interest rate spread due to the interest income earned on those assets that are funded by noninterest-bearing liabilities, or free funding, such as demand deposits or shareholders’ equity.

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. Nonaccrual loans and leases and loans and leases held for sale have been included in the average loan and lease balances. Average outstanding securities balances are based on amortized cost with any unrealized gains or losses included in average other assets.

Net interest income on an FTE basis (non-GAAP) was $6.0 billion for the year ended December 31, 2025, increasing $348 million compared to the prior year. Net interest income for the year ended December 31, 2025 was positively impacted by lower funding costs due to both the benefit of lower short-term market rates and a decrease in the average balances of interest-bearing liabilities. Additionally, higher average balances of loans and leases and fixed rate consumer loan yield improvement driven by higher intermediate-term and long-term interest rates drove interest income growth. These positive impacts were partially offset by decreases in the average balances of and lower yields on other short-term investments as well as lower yields on average commercial loans and leases driven by lower short-term market rates.

Net interest rate spread on an FTE basis (non-GAAP) was 2.40% for the year ended December 31, 2025 compared to 2.08% during the year ended December 31, 2024. Changes in market rates resulted in a decrease on rates paid on average interest-bearing liabilities of 55 bps, partially offset by a decrease in yields on average interest-earning assets of 23 bps for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Net interest margin on an FTE basis (non-GAAP) was 3.11% for the year ended December 31, 2025 compared to 2.90% for the year ended December 31, 2024. Net interest margin for the year ended December 31, 2025 was positively impacted by the previously mentioned increase in net interest rate spread and a decrease in the average balances of other short-term investments.

Interest income on an FTE basis (non-GAAP) from loans and leases decreased $14 million from the year ended December 31, 2024 primarily driven by a decrease in yields on average commercial loans and leases associated with lower short-term market rates, partially offset by an increase in the average balances of loans and leases and higher yields on average consumer loans due to fixed-rate asset repricing. For more information on the Bancorp’s loan and lease portfolio, refer to the Loans and Leases subsection of the Balance Sheet Analysis section of MD&A. Interest income on an FTE basis (non-GAAP) from securities and other short-term investments decreased $513 million from the year ended December 31, 2024 primarily due to a decrease in the average balances of other short-term investments coupled with lower yields on those balances associated with lower short-term market rates as well as a decrease in the average balances of taxable securities.

Interest expense on average core deposits decreased $666 million from the year ended December 31, 2024 primarily due to a decrease in the cost of average interest-bearing core deposits to 234 bps for the year ended December 31, 2025 from 287 bps for the year ended December 31, 2024. Refer to the Deposits subsection of the Balance Sheet Analysis section of MD&A for additional information on the Bancorp’s deposits.

Interest expense on average wholesale funding decreased $209 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to a decrease in the rates paid on average wholesale funding and decreases in the average balances of long-term debt and CDs over $250,000, partially offset by an increase in the average balances of FHLB advances. 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. For 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.

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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.

(b)This is a non-GAAP measure. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

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TABLE 7: Changes in Net Interest Income Attributable to Volume and Yield/Rate on an FTE Basis(a)

For the years ended December 31

2025 Compared to 2024

2024 Compared to 2023

($ in millions)

Volume

Yield/Rate

Total

Volume

Yield/Rate

Total

Assets:

Interest-earning assets:

Loans and leases:

Commercial and industrial loans

$

117 

(451)

(334)

(334)

104 

(230)

Commercial mortgage loans

45 

(7)

38 

14 

20 

34 

Commercial construction loans

(14)

— 

(14)

18 

12 

30 

Commercial leases

22 

8 

30 

2 

22 

24 

Total commercial loans and leases

$

170 

(450)

(280)

(300)

158 

(142)

Residential mortgage loans

25 

57 

82 

(16)

40 

24 

Home equity

38 

(36)

2 

5 

27 

32 

Indirect secured consumer loans

96 

56 

152 

(16)

151 

135 

Credit card

(8)

11 

3 

(11)

(5)

(16)

Solar energy installation loans

31 

19 

50 

71 

67 

138 

Other consumer loans

(25)

2 

(23)

(42)

13 

(29)

Total consumer loans

$

157 

109 

266 

(9)

293 

284 

Total loans and leases

$

327 

(341)

(14)

(309)

451 

142 

Securities:

Taxable

(53)

1 

(52)

(26)

96 

70 

Exempt from income taxes

(1)

(2)

(3)

(2)

1 

(1)

Other short-term investments

(266)

(192)

(458)

462 

(8)

454 

Total change in interest income

$

7 

(534)

(527)

125 

540 

665 

Liabilities:

Interest-bearing liabilities:

Interest checking deposits

$

(41)

(372)

(413)

195 

177 

372 

Savings deposits

(6)

(35)

(41)

(22)

(6)

(28)

Money market deposits

35 

(185)

(150)

125 

259 

384 

CDs $250,000 or less

1 

(63)

(62)

89 

35 

124 

Total interest-bearing core deposits

$

(11)

(655)

(666)

387 

465 

852 

CDs over $250,000

(83)

(35)

(118)

(63)

18 

(45)

Federal funds purchased

— 

(2)

(2)

(5)

1 

(4)

Securities sold under repurchase agreements

— 

(2)

(2)

— 

3 

3 

FHLB advances

81 

(30)

51 

(109)

19 

(90)

Derivative collateral and other borrowed money

2 

(2)

— 

(4)

1 

(3)

Long-term debt

(88)

(50)

(138)

86 

64 

150 

Total change in interest expense

$

(99)

(776)

(875)

292 

571 

863 

Total change in net interest income

$

106 

242 

348 

(167)

(31)

(198)

(a)Changes in interest not solely due to volume or yield/rate are allocated in proportion to the absolute dollar amount of change in volume and yield/rate.

Provision for Credit Losses

The Bancorp provides, as an expense, an amount for expected credit losses within the loan and lease portfolio and the portfolio of unfunded commitments that is based on factors discussed in the Critical Accounting Policies section of MD&A.

The provision for credit losses was $662 million for the year ended December 31, 2025 compared to $530 million in the prior year. Provision expense for the year ended December 31, 2025 increased primarily driven by the fraud-related impairment of an asset-backed finance commercial loan which included a charge-off of $178 million and a specific allowance of $20 million, as well as increases in specific reserves on individually evaluated commercial loans and higher period-end loan and lease balances. The increase in provision expense for the year ended December 31, 2025 was partially offset by factors that reduced the ACL from December 31, 2024, including the impacts of changes in both the mix and credit quality of the consumer loan portfolio and improvements in probability of default ratings on collectively-evaluated commercial loans.

The ALLL decreased $99 million from December 31, 2024 to $2.3 billion at December 31, 2025. At December 31, 2025, the ALLL as a percent of portfolio loans and leases decreased to 1.84%, compared to 1.96% at December 31, 2024. The reserve for unfunded commitments increased $23 million from December 31, 2024 to $157 million at December 31, 2025. At December 31, 2025, the ACL as a percent of portfolio loans and leases decreased to 1.96%, compared to 2.08% at December 31, 2024.

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

Refer to the Credit Risk Management subsection of the Risk Management section of MD&A as well as Note 6 of the Notes to Consolidated Financial Statements for more information on the provision for credit losses, including an analysis of loan and lease portfolio composition, nonperforming assets, net charge-offs and other factors considered by the Bancorp in assessing the credit quality of the loan and lease portfolio and determining the level of the ACL.

Noninterest Income

Noninterest income increased $186 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The following table presents the components of noninterest income:

TABLE 8: Components of Noninterest Income

For the years ended December 31 ($ in millions)

2025

2024

2023

Wealth and asset management revenue

$

704 

647 

581 

Commercial payments revenue

630 

608 

564 

Consumer banking revenue

571 

555 

546 

Capital markets fees

415 

424 

422 

Commercial banking revenue

349 

377 

409 

Mortgage banking net revenue

227 

211 

250 

Other noninterest income

126 

12 

91 

Securities gains, net

13 

15 

18 

Total noninterest income

$

3,035 

2,849 

2,881 

Wealth and asset management revenue increased $57 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by increases in personal asset management revenue and brokerage income. The Bancorp’s trust and registered investment advisory businesses had approximately $690 billion and $634 billion in total assets under care as of December 31, 2025 and 2024, respectively, and managed $80 billion and $69 billion in assets for individuals, corporations and not-for-profit organizations as of December 31, 2025 and 2024, respectively.

Commercial payments revenue increased $22 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by an increase in treasury management fees due to higher average revenue per existing customer, which included the benefit of cross sales to existing customers, and new client acquisition.

Consumer banking revenue increased $16 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by an increase in deposit fees due to increased overdraft occurrences.

Capital markets fees decreased $9 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by decreases in institutional brokerage revenue and corporate bond fees.

Commercial banking revenue decreased $28 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by decreases in operating lease income, business lending fees and lease remarketing fees.

Mortgage banking net revenue increased $16 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The following table presents the components of mortgage banking net revenue:

TABLE 9: Components of Mortgage Banking Net Revenue

For the years ended December 31 ($ in millions)

2025

2024

2023

Origination fees and gains on loan sales

$

78 

67 

79 

Net mortgage servicing revenue:

Gross mortgage servicing fees

292 

309 

319 

Net valuation adjustments on MSRs and free-standing derivatives purchased to economically hedge MSRs

(143)

(165)

(148)

Net mortgage servicing revenue

149 

144 

171 

Total mortgage banking net revenue

$

227 

211 

250 

Origination fees and gains on loan sales increased $11 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by higher volumes of saleable rate lock mortgage loan originations. Residential mortgage loan originations increased to $7.5 billion for the year ended December 31, 2025 from $6.5 billion for the year ended December 31, 2024 primarily due to lower mortgage interest rates, which also drove an increase in correspondent channel volume, and an increase in the average loan size originated.

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

The following table presents the components of net valuation adjustments on the MSR portfolio and the impact of the Bancorp’s hedging strategy:

TABLE 10: Components of Net Valuation Adjustments on MSRs

For the years ended December 31 ($ in millions)

2025

2024

2023

Changes in fair value and settlement of free-standing derivatives purchased to economically hedge the MSR portfolio

$

26 

(88)

(43)

Changes in fair value:

Due to changes in inputs or assumptions(a)

(12)

74 

43 

Other changes in fair value(b)

(157)

(151)

(148)

Net valuation adjustments on MSRs and free-standing derivatives purchased to economically hedge MSRs

$

(143)

(165)

(148)

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

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

Further detail on the valuation of MSRs can be found in Note 13 of the Notes to Consolidated Financial Statements. The Bancorp maintains a non-qualifying hedging strategy to manage a portion of the risk associated with changes in the valuation of the MSR portfolio. Refer to Note 14 of the Notes to Consolidated Financial Statements for more information on the free-standing derivatives used to economically hedge the MSR portfolio. In addition to the derivative positions used to economically hedge the MSR portfolio, the Bancorp acquires various securities as a component of its non-qualifying hedging strategy. Net gains and losses on these securities were immaterial during the years ended December 31, 2025, 2024 and 2023.

The Bancorp’s total residential mortgage loans serviced at December 31, 2025 and 2024 were $104.8 billion and $110.9 billion, respectively, with $87.8 billion and $94.2 billion, respectively, of residential mortgage loans serviced for others.

Other noninterest income increased $114 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to a decrease in the loss on the swap associated with the sale of Visa, Inc. Class B Shares, an increase in equity method investment income and litigation settlements. Refer to Note 28 of the Notes to Consolidated Financial Statements for additional information on the valuation of the swap associated with the sale of Visa, Inc. Class B Shares and Note 26 for more information on other noninterest income.

Net securities gains were $13 million for the year ended December 31, 2025 compared to $15 million for the year ended December 31, 2024. For more information, refer to Note 4 of the Notes to Consolidated Financial Statements.

Noninterest Expense

Noninterest expense increased $111 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The following table presents the components of noninterest expense:

TABLE 11: Components of Noninterest Expense

For the years ended December 31 ($ in millions)

2025

2024

2023

Compensation and benefits

$

2,815 

2,763 

2,694 

Technology and communications

516 

474 

464 

Net occupancy expense

349 

339 

331 

Equipment expense

169 

153 

148 

Loan and lease expense

146 

132 

133 

Marketing expense

142 

115 

126 

Card and processing expense

92 

84 

84 

Other noninterest expense

915 

973 

1,225 

Total noninterest expense

$

5,144 

5,033 

5,205 

Efficiency ratio on an FTE basis(a)

56.9 

%

59.2 

59.6 

(a)This is a non-GAAP measure. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

Compensation and benefits expense increased $52 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by increases in base compensation and performance-based compensation. Full-time equivalent employees totaled 18,676 at December 31, 2025 compared to 18,616 at December 31, 2024.

Technology and communications expense increased $42 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by increased investments in strategic initiatives and technology modernization.

Marketing expense increased $27 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to increased spend on customer acquisition activities.

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

The following table presents the components of other noninterest expense:

TABLE 12: Components of Other Noninterest Expense

For the years ended December 31 ($ in millions)

2025

2024

2023

FDIC insurance and other taxes

$

114 

181 

385 

Data processing

82 

81 

87 

Leasing business expense

73 

92 

121 

Losses and adjustments

68 

86 

91 

Dues and subscriptions

66 

61 

61 

Travel

63 

60 

56 

Donations

63 

28 

30 

Securities recordkeeping

57 

55 

50 

Professional service fees

53 

49 

53 

Postal and courier

49 

48 

46 

Other, net

227 

232 

245 

Total other noninterest expense

$

915 

973 

1,225 

Other noninterest expense decreased $58 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to decreases in FDIC insurance and other taxes, leasing business expense and losses and adjustments partially offset by an increase in donations.

FDIC insurance and other taxes decreased $67 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to the impact of the Bancorp’s updated estimate of its allocated share of the FDIC’s special assessment. Leasing business expense decreased $19 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by a decrease in depreciation expense associated with operating lease equipment. Losses and adjustments decreased $18 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to elevated expense levels in the prior year related to remediation items.

Donations increased $35 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to a $50 million contribution to the Fifth Third Foundation in 2025 compared to a $15 million contribution in 2024.

Applicable Income Taxes

The Bancorp’s income before income taxes, applicable income tax expense and effective tax rate are as follows:

TABLE 13: Applicable Income Taxes

For the years ended December 31 ($ in millions)

2025

2024

2023

Income before income taxes

$

3,211 

2,916 

2,988 

Applicable income tax expense

689 

602 

639 

Effective tax rate

21.4 

%

20.6 

21.4 

Applicable income tax expense for all periods presented includes the benefits from tax-exempt income, tax-advantaged investments and tax credits (and other related tax benefits), partially offset by the effect of proportional amortization of qualifying investments and certain nondeductible expenses. The tax credits are primarily associated with the Low-Income Housing Tax Credit program established under Section 42 of the IRC, the New Markets Tax Credit program established under Section 45D of the IRC, the Rehabilitation Investment Tax Credit program established under Section 47 of the IRC and the Research Credit program established under Section 41 of the IRC.

The effective tax rates for the years ended December 31, 2025 and 2024 were primarily impacted by tax credits and other tax benefits from CDC investments, which were partially offset by proportional amortization related to qualifying investments. The effective tax rates for the years ended December 31, 2025 and 2024 were also impacted by state tax expense and tax benefits from tax exempt income. For additional information on income taxes, refer to Note 21 of the Notes to Consolidated Financial Statements.

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

BUSINESS SEGMENT REVIEW

The Bancorp has three reportable segments: Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management. Additional information on each segment is included in Note 31 of the Notes to Consolidated Financial Statements. Results of the Bancorp’s segments are presented based on its management structure and management accounting practices, which are specific to the Bancorp. Therefore, the financial results of the Bancorp’s segments are not necessarily comparable with similar information for other financial institutions. The Bancorp refines its methodologies from time to time as management’s accounting practices and businesses change.

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

The Bancorp adjusts the FTP charge and credit rates as dictated by changes in interest rates for various interest-earning assets and interest-bearing liabilities and by the review of behavioral assumptions, such as prepayment rates on interest-earning assets and the estimated durations for indeterminate-lived deposits. Key assumptions, including the credit rates provided for deposit accounts, are reviewed annually. Credit rates for deposit products and charge rates for loan products may be reset more frequently in response to changes in market conditions. In general, the charge rates on assets decreased since December 31, 2024 as they were affected by the prevailing level of interest rates and repricing characteristics of the portfolio and to a lesser extent the impact of reduced liquidity premium assumptions throughout 2025. The credit rates for deposit products have also generally decreased since December 31, 2024 due to decreasing short-term interest rates and reduced liquidity premium assumptions.

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

The following table summarizes income (loss) before income taxes on an FTE basis by segment:

TABLE 14: Income (Loss) Before Income Taxes (FTE) by Segment

For the years ended December 31 ($ in millions)

2025

2024

2023

Commercial Banking

$

1,342 

1,761 

3,064 

Consumer and Small Business Banking

2,445 

2,537 

3,599 

Wealth and Asset Management

252 

227 

353 

General Corporate and Other(a)

(808)

(1,585)

(4,003)

Income before income taxes (FTE)(b)

$

3,231 

2,940 

3,013 

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

(b)Includes FTE adjustments of $20, $24 and $25 for the years ended December 31, 2025, 2024 and 2023, respectively.

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Commercial Banking

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

The following table contains selected financial data for the Commercial Banking segment:

TABLE 15: Commercial Banking

For the years ended December 31 ($ in millions)

2025

2024

2023

Income Statement Data

Net interest income (FTE)(a)

$

2,323 

2,544 

3,693 

Provision for credit losses

451 

304 

12 

Noninterest income:

Commercial payments revenue

553 

519 

464 

Capital markets fees

412 

420 

418 

Commercial banking revenue

344 

373 

406 

Other noninterest income

54 

56 

57 

Noninterest expense:

Compensation and benefits

637 

643 

642 

Net occupancy and equipment expense

67 

62 

69 

Other noninterest expense

1,189 

1,142 

1,251 

Income before income taxes (FTE)(a)

$

1,342 

1,761 

3,064 

Average Balance Sheet Data

Commercial loans and leases, including held for sale

$

68,148 

66,596 

71,607 

Demand deposits

16,474 

16,863 

21,680 

Interest checking deposits

40,016 

40,303 

32,414 

Savings deposits

123 

143 

183 

Money market deposits

4,550 

4,611 

4,284 

Certificates of deposit

31 

45 

62 

(a)Includes FTE adjustments of $11, $15 and $16 for the years ended December 31, 2025, 2024 and 2023, respectively.

Income before income taxes on an FTE basis was $1.3 billion for the year ended December 31, 2025 compared to $1.8 billion for the year ended December 31, 2024. The decrease was primarily driven by a decrease in net interest income on an FTE basis and increases in provision for credit losses and noninterest expense.

Net interest income on an FTE basis decreased $221 million from the year ended December 31, 2024 primarily driven by a decrease in FTP credits on deposits and a decrease in yields on average commercial loans and leases. These negative impacts were partially offset by a decrease in FTP charges on commercial loans and leases, a decrease in rates paid on average interest-bearing deposits and an increase in the average balances of commercial loans and leases.

Provision for credit losses increased $147 million from the year ended December 31, 2024 primarily driven by an increase net charge-offs on commercial loans and leases, which included $178 million resulting from the fraud-related impairment of an asset-backed finance commercial loan, partially offset by a decrease in the allocated provision for credit losses related to commercial criticized assets. Net charge-offs as a percent of average portfolio loans and leases increased to 62 bps for the year ended December 31, 2025 compared to 33 bps for the year ended December 31, 2024.

Noninterest income decreased $5 million from the year ended December 31, 2024 primarily driven by decreases in commercial banking revenue and capital markets fees, partially offset by an increase in commercial payments revenue. Refer to the Noninterest Income subsection of the Statement of Income Analysis section of MD&A for information on these fluctuations.

Noninterest expense increased $46 million from the year ended December 31, 2024 primarily driven by an increase in other noninterest expense, which increased $47 million compared to the same period in the prior year primarily driven by increases in allocated expenses, card and processing expense, credit valuation adjustments on derivatives associated with customer accommodation contracts and loan and lease expense, partially offset by a decrease in leasing business expense.

Average commercial loans and leases increased $1.6 billion from the year ended December 31, 2024 primarily driven by increases in average commercial and industrial loans, average commercial leases and average commercial mortgage loans. Refer to the Loans and Leases subsection of the Balance Sheet Analysis section of MD&A for additional information on these fluctuations.

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

Average deposits decreased $771 million from the year ended December 31, 2024 primarily due to decreases in average demand deposits and average interest checking deposits. Average demand deposits decreased $389 million compared to the same period in the prior year primarily as a result of lower average balances per customer account. Average interest checking deposits decreased $287 million compared to the same period in the prior year primarily as a result of lower average balances per customer account and a decrease in derivative collateral held as a result of lower interest rates.

Consumer and Small Business Banking

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

The following table contains selected financial data for the Consumer and Small Business Banking segment:

TABLE 16: Consumer and Small Business Banking

For the years ended December 31 ($ in millions)

2025

2024

2023

Income Statement Data

Net interest income

$

4,168 

4,272 

5,342 

Provision for credit losses

325 

322 

303 

Noninterest income:

Consumer banking revenue

569 

551 

544 

Wealth and asset management revenue

279 

247 

216 

Mortgage banking net revenue

226 

210 

250 

Commercial payments revenue

87 

86 

94 

Other noninterest income

32 

12 

12 

Noninterest expense:

Compensation and benefits

935 

895 

890 

Net occupancy and equipment expense

275 

265 

254 

Marketing expense

91 

68 

70 

Loan and lease expense

83 

82 

87 

Other noninterest expense

1,207 

1,209 

1,255 

Income before income taxes

$

2,445 

2,537 

3,599 

Average Balance Sheet Data

Consumer loans, including held for sale

$

45,597 

42,783 

42,933 

Commercial loans, including held for sale

5,109 

4,168 

3,515 

Demand deposits

23,188 

22,426 

23,380 

Interest checking deposits

10,840 

10,941 

12,389 

Savings deposits

13,867 

14,431 

17,017 

Money market deposits

32,401 

31,056 

26,067 

Certificates of deposit

11,341 

11,241 

8,809 

Income before income taxes was $2.4 billion for the year ended December 31, 2025 compared to $2.5 billion for the year ended December 31, 2024. The decrease was primarily driven by a decrease in net interest income and an increase in noninterest expense, partially offset by an increase in noninterest income.

Net interest income decreased $104 million from the year ended December 31, 2024 primarily due to a decrease in FTP credits on deposits and an increase in FTP charges on loans and leases, partially offset by an increase in the average balances of and yields on loans and leases as well as a decrease in rates paid on average interest-bearing deposits.

Noninterest income increased $87 million from the year ended December 31, 2024 primarily driven by increases in wealth and asset management revenue, other noninterest income, consumer banking revenue and mortgage banking net revenue. Wealth and asset management revenue increased $32 million from the year ended December 31, 2024 primarily due to increases in brokerage income and personal asset management revenue. Other noninterest income increased $20 million from the year ended December 31, 2024 primarily due to the benefit from a litigation settlement and gains on the sale of branch-related real estate no longer intended to be used for banking purposes. Refer to the Noninterest Income subsection of the Statements of Income Analysis section of MD&A for information on the fluctuations in consumer banking revenue and mortgage banking net revenue.

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

Noninterest expense increased $72 million from the year ended December 31, 2024 primarily due to increases in compensation and benefits expense and marketing expense. Compensation and benefits expense increased $40 million from the year ended December 31, 2024 primarily due to increases in base compensation and performance-based compensation. Marketing expense increased $23 million from the year ended December 31, 2024 primarily due to increased spend on customer acquisition activities.

Average consumer loans increased $2.8 billion from the year ended December 31, 2024 primarily due to increases in average indirect secured consumer loans, average residential mortgage loans, average home equity and average solar energy installation loans, partially offset by a decrease in average other consumer loans. Refer to the Loans and Leases subsection of the Balance Sheet Analysis section of MD&A for information on these fluctuations. Average commercial loans increased $941 million from the year ended December 31, 2024 primarily driven by loan originations exceeding payoffs.

Average deposits increased $1.5 billion from the year ended December 31, 2024 primarily driven by increases in average money market deposits and average demand deposits, partially offset by a decrease in average savings deposits. Average money market deposits increased $1.3 billion from the year ended December 31, 2024 primarily as a result of higher offering rates from promotional offers leading to higher average balances per customer account as well as growth in the number of customer accounts. Average demand deposits increased $762 million from the year ended December 31, 2024 primarily as a result of higher average balances per customer account as well as growth in the number of customer accounts. Average savings deposits decreased $564 million from the year ended December 31, 2024 primarily due to lower average balances per customer account as well as a decrease in the number of customer accounts, partially driven by the impact of consumer preferences for products with higher offering rates.

Wealth and Asset Management

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

The following table contains selected financial data for the Wealth and Asset Management segment:

TABLE 17: Wealth and Asset Management

For the years ended December 31 ($ in millions)

2025

2024

2023

Income Statement Data

Net interest income

$

213 

210 

360 

(Benefit from) provision for credit losses

(2)

— 

1 

Noninterest income:

Wealth and asset management revenue

422 

397 

363 

Other noninterest income

9 

7 

6 

Noninterest expense:

Compensation and benefits

226 

222 

220 

Other noninterest expense

168 

165 

155 

Income before income taxes

$

252 

227 

353 

Average Balance Sheet Data

Loans and leases, including held for sale

$

4,520 

4,128 

4,386 

Deposits

10,058 

10,685 

11,122 

Income before income taxes was $252 million for the year ended December 31, 2025 compared to $227 million for the year ended December 31, 2024. The increase was primarily driven by an increase in noninterest income, partially offset by an increase in noninterest expense.

Noninterest income increased $27 million from the year ended December 31, 2024 primarily due to an increase in wealth and asset management revenue, which increased $25 million from the year ended December 31, 2024 primarily as a result of an increase in personal asset management revenue.

Noninterest expense increased $7 million from the year ended December 31, 2024 primarily due to increases in compensation and benefits expense and other noninterest expense. Compensation and benefits expense increased $4 million from the year ended December 31, 2024 primarily due to an increase in base compensation. Other noninterest expense increased $3 million from the year ended December 31, 2024 primarily driven by an increase in allocated expenses.

Average loans and leases increased $392 million from the year ended December 31, 2024 primarily driven by increases in average commercial and industrial loans, average other consumer loans and average commercial mortgage loans as loan production exceeded payoffs.

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Average deposits decreased $627 million from the year ended December 31, 2024 primarily driven by decreases in average savings deposits and average interest checking deposits as a result of lower average balances per customer account.

General Corporate and Other

General Corporate and Other includes the unallocated portion of the investment securities portfolio, securities gains and losses, certain non-core deposit funding, unassigned equity, unallocated provision for credit losses or a benefit from the reduction of the ACL, the payment of preferred stock dividends and certain support activities and other items not attributed to its segments.

Net interest income on an FTE basis increased $670 million from the year ended December 31, 2024 primarily driven by a decrease in FTP credits on deposits allocated to the segments and a decrease in FTP charges on short-term investments. These positive impacts were partially offset by a decrease in FTP charges on loans and leases allocated to the segments and a decrease in interest income on short-term investments. The decrease in FTP charges allocated to the segments was primarily driven by decreases in market interest rates, primarily affecting the variable-rate asset portfolios. The decrease in FTP credits allocated to the segments was driven by lower FTP credit rates paid on deposits as a result of lower market interest rates and reduced liquidity premium assumptions. Given the daily repricing option on non-maturity deposits, the FTP credits on deposits earned by the segments generally increases or decreases at a faster pace than the amount of allocated FTP charges on loans and leases. Under the Bancorp’s internal reporting methodology, the Bancorp insulates the segments from interest rate risk associated with fixed-rate lending by transferring this risk to General Corporate and Other through the FTP methodology.

The benefit from credit losses was $112 million for the year ended December 31, 2025 compared to $96 million for the year ended December 31, 2024. The increase in the benefit from credit losses for the year ended December 31, 2025 was primarily driven by the reduction of the ACL captured in General Corporate and Other.

Noninterest income increased $77 million from the year ended December 31, 2024 primarily driven by a decrease in the loss recognized on the swap associated with the sale of Visa, Inc. Class B Shares, partially offset by a decrease in commercial payments revenue.

Noninterest expense decreased $14 million from the year ended December 31, 2024 primarily driven by the expense recognized in 2024 associated with the FDIC special assessment and an increase in corporate overhead allocations from General Corporate and Other to the other segments, partially offset by increases in technology and communications expense, donations expense and compensation and benefits expense.

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BALANCE SHEET ANALYSIS

Loans and Leases

The Bancorp classifies its commercial loans and leases based upon primary purpose and consumer loans based upon product or collateral. 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.

TABLE 18: Components of Loans and Leases (including loans and leases held for sale)

As of December 31 ($ in millions)

2025

2024

Commercial loans and leases:

Commercial and industrial loans

$

52,795 

52,286 

Commercial mortgage loans

12,257 

12,268 

Commercial construction loans

5,316 

5,617 

Commercial leases

3,269 

3,188 

Total commercial loans and leases

$

73,637 

73,359 

Consumer loans:

Residential mortgage loans

18,310 

18,117 

Home equity

4,846 

4,188 

Indirect secured consumer loans

17,964 

16,313 

Credit card

1,747 

1,734 

Solar energy installation loans

4,560 

4,202 

Other consumer loans

2,320 

2,518 

Total consumer loans

$

49,747 

47,072 

Total loans and leases

$

123,384 

120,431 

Total portfolio loans and leases (excluding loans and leases held for sale)

$

122,651 

119,791 

Total loans and leases, including loans and leases held for sale, increased $3.0 billion, or 2%, from December 31, 2024 driven by increases in both consumer loans and commercial loans and leases.

Commercial loans and leases increased $278 million from December 31, 2024 primarily due to an increase in commercial and industrial loans, partially offset by a decrease in commercial construction loans. Commercial and industrial loans increased $509 million, or 1%, from December 31, 2024 primarily as a result of loan originations exceeding payoffs. Commercial construction loans decreased $301 million, or 5%, from December 31, 2024 as payoffs exceeded draws on existing commitments and loan originations.

Consumer loans increased $2.7 billion, or 6%, from December 31, 2024 primarily due to increases in indirect secured consumer loans, home equity and solar energy installation loans. Indirect secured consumer loans increased $1.7 billion, or 10%, from December 31, 2024 primarily driven by higher indirect automobile loan production due to strong industry sales volume. Home equity increased $658 million, or 16%, from December 31, 2024 as loan originations and new advances exceeded payoffs, driven by increased marketing efforts. Solar energy installation loans increased $358 million, or 9%, from December 31, 2024 primarily due to loan originations exceeding payoffs.

TABLE 19: Components of Average Loans and Leases (including average loans and leases held for sale)

For the years ended December 31 ($ in millions)

2025

2024

Commercial loans and leases:

Commercial and industrial loans

$

53,927 

52,210 

Commercial mortgage loans

12,232 

11,501 

Commercial construction loans

5,639 

5,835 

Commercial leases

3,145 

2,677 

Total commercial loans and leases

$

74,943 

72,223 

Consumer loans:

Residential mortgage loans

18,194 

17,537 

Home equity

4,491 

4,002 

Indirect secured consumer loans

17,338 

15,583 

Credit card

1,665 

1,719 

Solar energy installation loans

4,333 

3,960 

Other consumer loans

2,435 

2,700 

Total consumer loans

$

48,456 

45,501 

Total average loans and leases

$

123,399 

117,724 

Total average portfolio loans and leases (excluding loans and leases held for sale)

$

122,783 

117,229 

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Average loans and leases, including average loans and leases held for sale, increased $5.7 billion, or 5%, from December 31, 2024 driven by increases in both average consumer loans and average commercial loans and leases.

Average commercial loans and leases increased $2.7 billion, or 4%, from December 31, 2024 primarily due to increases in average commercial and industrial loans, average commercial mortgage loans and average commercial leases. Average commercial and industrial loans increased $1.7 billion, or 3%, from December 31, 2024 primarily as a result of loan originations exceeding payoffs. Average commercial mortgage loans increased $731 million, or 6%, from December 31, 2024 and included the impact of commercial construction loans transitioning to commercial mortgage loans and increased originations. Average commercial leases increased $468 million, or 17%, from December 31, 2024 primarily driven by an increase in lease originations as a result of a shift in business strategy in the fourth quarter of 2024 that continued into 2025.

Average consumer loans increased $3.0 billion, or 6%, from December 31, 2024 primarily due to increases in average indirect secured consumer loans, average residential mortgage loans, average home equity and average solar energy installation loans, partially offset by a decrease in average other consumer loans. Average indirect secured consumer loans increased $1.8 billion, or 11%, from December 31, 2024 primarily driven by higher indirect automobile loan production during the fourth quarter of 2024 that continued into 2025 due to strong industry sales volume. Average residential mortgage loans increased $657 million, or 4%, from December 31, 2024 primarily driven by an increase in held-for-investment loan originations and loan purchase transactions completed in the second half of 2024. Average home equity increased $489 million, or 12%, from December 31, 2024 as loan originations and new advances exceeded payoffs, driven by increased marketing efforts. Average solar energy installation loans increased $373 million, or 9%, from December 31, 2024 primarily due to loan originations exceeding payoffs. Average other consumer loans decreased $265 million, or 10%, from December 31, 2024 primarily driven by paydowns of point-of-sale loans, including loans originated in connection with one third-party point-of-sale company with which the Bancorp discontinued the origination of new loans in 2022.

Investment Securities

The Bancorp uses investment securities as a means of managing interest rate risk, providing collateral for pledging purposes and for liquidity risk management. The carrying value of total investment securities, which consist of available-for-sale debt and other securities, held-to-maturity securities, trading debt securities and equity securities, was $49.0 billion and $52.4 billion at December 31, 2025 and 2024, respectively. The taxable available-for-sale debt and other securities portfolio had an effective duration of 3.8 at both December 31, 2025 and 2024. The taxable held-to-maturity securities portfolio had an effective duration of 5.1 and 5.5 at December 31, 2025 and 2024, respectively.

Debt securities are classified as available-for-sale when, in management’s judgment, they may be sold in response to, or in anticipation of, changes in market conditions. Debt securities that management has the intent and ability to hold to maturity are classified as held-to-maturity and reported at amortized cost. Debt securities are classified as trading typically when bought and held principally for the purpose of selling them in the near term. At December 31, 2025, the Bancorp’s investment securities portfolio consisted primarily of U.S. Treasury and other government guaranteed securities. The Bancorp held an immaterial amount of below-investment grade available-for-sale debt securities and held-to-maturity securities at both December 31, 2025 and 2024.

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

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

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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. Treasury and federal agencies securities

$

1,575 

4,358 

Mortgage-backed securities:

Agency residential mortgage-backed securities

9,138 

6,460 

Agency commercial mortgage-backed securities

22,307 

23,853 

Non-agency commercial mortgage-backed securities

3,032 

4,505 

Asset-backed securities and other debt securities

2,381 

3,924 

Other securities(a)

674 

778 

Total available-for-sale debt and other securities

$

39,107 

43,878 

Held-to-maturity securities (amortized cost basis):(b)

U.S. Treasury and federal agencies securities

$

2,438 

2,370 

Mortgage-backed securities:

Agency residential mortgage-backed securities

5,023 

4,898 

Agency commercial mortgage-backed securities

3,905 

4,008 

Asset-backed securities and other debt securities

2 

2 

Total held-to-maturity securities

$

11,368 

11,278 

Trading debt securities (fair value):

U.S. Treasury and federal agencies securities

$

494 

626 

Obligations of states and political subdivisions securities

63 

120 

Agency residential mortgage-backed securities

49 

10 

Asset-backed securities and other debt securities

451 

429 

Total trading debt securities

$

1,057 

1,185 

Total equity securities (fair value)

$

453 

341 

(a)Other securities consist of FHLB, FRB and DTCC restricted stock holdings that are carried at cost.

(b)Includes a discount of $742 and $865 at December 31, 2025 and 2024, respectively, pertaining to the remaining unamortized portion of unrealized losses on securities transferred to HTM.

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. Treasury and federal agencies securities, agency residential mortgage-backed securities and agency commercial mortgage-backed securities. On the date of the transfer, pre-tax unrealized losses of $994 million were included in AOCI related to these transferred securities. The unrealized losses that existed on the date of transfer will continue to be reported as a component of AOCI and will be amortized into income over the remaining life of the securities as an adjustment to yield, offsetting the amortization of the discount resulting from the transfer recorded at fair value.

The following table presents the estimated future amortization of unrealized losses related to investment securities transferred from available-for-sale to held-to-maturity. At December 31, 2025, these transferred securities had an estimated weighted-average life of 6.4 years.

TABLE 21: Estimated Amortization of Unrealized Losses on Securities Transferred to Held-to-Maturity

As of December 31, 2025 ($ in millions)

2026

$

44 

2027

58 

2028

89 

2029

40 

2030

35 

Thereafter

476 

Unamortized portion of unrealized losses

$

742 

On an amortized cost basis, available-for-sale debt and other securities and held-to-maturity securities comprised 26% and 28% of total interest-earning assets at December 31, 2025 and 2024, respectively. The estimated weighted-average life of the debt securities in the available-for-sale debt and other securities portfolio was 5.1 years and 5.0 years at December 31, 2025 and 2024, respectively. In addition, the debt securities in the available-for-sale debt and other securities portfolio had a weighted-average yield of 3.09% and 3.08% at December 31, 2025 and 2024, respectively. The held-to-maturity securities portfolio had an estimated weighted-average life of 6.4 years and 6.9 years at December 31, 2025 and 2024, respectively. In addition, the held-to-maturity securities portfolio had a weighted-average yield of 3.50% and 3.41% at December 31, 2025 and 2024, respectively.

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Information presented in Tables 22 and 23 is on a weighted-average life basis, anticipating future prepayments. Yield information is presented on an FTE basis and is computed using amortized cost balances and reflects the impact of prepayments. Maturity and yield calculations for the total available-for-sale debt and other securities portfolio exclude other securities that have no stated yield or maturity.

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. Total net unrealized losses on the available-for-sale debt and other securities portfolio were $2.9 billion and $4.3 billion at December 31, 2025 and 2024, respectively.

TABLE 22: Characteristics of Available-for-Sale Debt and Other Securities

As of December 31, 2025 ($ in millions)

Amortized Cost

Fair Value

Weighted-Average

Life (in years)

Weighted-Average

Yield

U.S. Treasury and federal agencies securities:

Average life within one year

$

1,575 

1,575 

0.3 

3.78 

%

Total

$

1,575 

1,575 

0.3 

3.78 

%

Agency residential mortgage-backed securities:

Average life within one year

18 

18 

0.8 

2.97 

Average life after one year through five years

1,690 

1,606 

3.7 

3.02 

Average life after five years through ten years

7,127 

6,761 

6.6 

4.38 

Average life after ten years

303 

238 

11.6 

2.81 

Total

$

9,138 

8,623 

6.2 

4.07 

%

Agency commercial mortgage-backed securities:(a)

Average life within one year

955 

943 

0.7 

2.65 

Average life after one year through five years

9,765 

9,318 

2.9 

2.66 

Average life after five years through ten years

9,531 

8,231 

7.0 

2.63 

Average life after ten years

2,056 

1,695 

11.6 

2.78 

Total

$

22,307 

20,187 

5.4 

2.66 

%

Non-agency commercial mortgage-backed securities:

Average life within one year

465 

459 

0.6 

2.90 

Average life after one year through five years

992 

947 

2.6 

3.00 

Average life after five years through ten years

1,575 

1,427 

5.8 

2.80 

Total

$

3,032 

2,833 

4.0 

2.88 

%

Asset-backed securities and other debt securities:

Average life within one year

380 

376 

0.5 

3.27 

Average life after one year through five years

1,599 

1,506 

3.2 

2.77 

Average life after five years through ten years

388 

371 

6.1 

4.31 

Average life after ten years

14 

14 

16.8 

4.56 

Total

$

2,381 

2,267 

3.3 

3.11 

%

Other securities

674 

674 

Total available-for-sale debt and other securities

$

39,107 

36,159 

5.1 

3.09 

%

(a)Taxable-equivalent yield adjustments included in the above table are 0.04%, 0.09% and 0.03% for securities with an average life between 5 and 10 years, average life greater than 10 years and in total, respectively.

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TABLE 23: Characteristics of Held-to-Maturity Securities

As of December 31, 2025 ($ in millions)

Amortized Cost(b)

Fair Value

Weighted-Average Life

(in years)

Weighted-Average Yield

U.S. Treasury and federal agencies securities:

Average life within one year

$

594 

595 

0.3

2.17 

%

Average life after one year through five years

1,844 

1,862 

2.6

2.49 

Total

$

2,438 

2,457 

2.0

2.41 

%

Agency residential mortgage-backed securities:

Average life after five years through ten years

4,997 

4,976 

8.9

3.66 

Average life after ten years

26 

26 

10.1

3.55 

Total

$

5,023 

5,002 

8.9

3.66 

 %

Agency commercial mortgage-backed securities:(a)

Average life within one year

8 

8 

0.3

3.49 

Average life after one year through five years

1,127 

1,142 

3.3

3.84 

Average life after five years through ten years

2,595 

2,615 

6.7

3.95 

Average life after ten years

175 

178 

11.4

5.07 

Total

$

3,905 

3,943 

5.9

3.96 

 %

Asset-backed securities and other debt securities:

Average life after five years through ten years

2 

2 

9.8

7.18 

Total

$

2 

2 

9.8

7.18 

 %

Total held-to-maturity securities

$

11,368 

11,404 

6.4

3.50 

 %

(a)Taxable-equivalent yield adjustments included in the above table are 0.01%, 0.06%, 0.94% and 0.08% for securities with an average life between 1 and 5 years, average life between 5 and 10 years, average life greater than 10 years and in total, respectively.

(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. Other short-term investments are used as an extension of the investment securities portfolio to manage liquidity risk. Other short-term investments were $18.9 billion at December 31, 2025, an increase of $1.8 billion from December 31, 2024. This increase was primarily associated with growth in core deposits and the strategic decision to manage securities cash flow reinvestment, partially offset by an increase in loans and leases and a reduction in total borrowings during the year ended December 31, 2025.

Deposits

The Bancorp’s deposit balances represent an important source of funding and revenue growth opportunity. The Bancorp continues to focus on core deposit growth in its retail and commercial franchises by improving customer satisfaction, building full relationships and offering competitive rates and through its strategy of expanding retail presence in high-growth markets, such as in the Southeast. Average core deposits represented 77% of average total assets for both the years ended December 31, 2025 and 2024.

The following table presents the end of period components of deposits:

TABLE 24: Components of Deposits

As of December 31 ($ in millions)

2025

2024

Demand

$

42,647 

41,038 

Interest checking

61,155 

59,306 

Savings

16,155 

17,147 

Money market

39,285 

36,605 

Total transaction deposits

159,242 

154,096 

CDs $250,000 or less

10,599 

10,798 

Total core deposits

169,841 

164,894 

CDs over $250,000(a)

1,978 

2,358 

Total deposits

$

171,819 

167,252 

(a)Includes $777 million and $1.3 billion of retail brokered CDs which are fully covered by FDIC insurance as of December 31, 2025 and 2024, respectively.

Core deposits increased $4.9 billion, or 3%, from December 31, 2024 due to an increase in transaction deposits, partially offset by a decrease in CDs $250,000 or less. Transaction deposits increased $5.1 billion, or 3%, from December 31, 2024 driven by increases in money market deposits, interest checking deposits and demand deposits, partially offset by a decrease in savings deposits. Money market deposits increased $2.7 billion, or 7%, from December 31, 2024 primarily as a result of higher offering rates from promotional offers leading to higher balances per consumer customer account as well as growth in the number of consumer customer accounts. Interest checking deposits increased $1.8 billion, or 3%, from December 31, 2024 primarily as a result of higher balances per commercial customer account, partially offset by a

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decrease in derivative collateral held as a result of lower interest rates. Demand deposits increased $1.6 billion, or 4%, from December 31, 2024 primarily as a result of higher balances per customer account as well as growth in the number of consumer customer accounts. Savings deposits decreased $992 million, or 6%, from December 31, 2024 primarily due to lower balances per consumer customer account as well as a decrease in the number of consumer customer accounts, partially driven by the impact of consumer preferences for products with higher offering rates. CDs $250,000 or less decreased $199 million, or 2%, from December 31, 2024 primarily due to lower balances per customer account driven by maturities which outpaced new issuances given current market conditions.

CDs over $250,000 decreased $380 million, or 16%, from December 31, 2024 primarily due to maturities of retail brokered CDs.

The following table presents the components of average deposits for the years ended December 31:

TABLE 25: Components of Average Deposits

($ in millions)

2025

2024

Demand

$

40,926 

40,314 

Interest checking

57,484 

58,757 

Savings

16,663 

17,594 

Money market

37,406 

36,165 

Total transaction deposits

152,479 

152,830 

CDs $250,000 or less

10,565 

10,537 

Total core deposits

163,044 

163,367 

CDs over $250,000(a)

2,184 

4,069 

Total average deposits

$

165,228 

167,436 

(a)Includes $1.1 billion and $3.1 billion of retail brokered CDs which are fully covered by FDIC insurance for the years ended December 31, 2025 and 2024, respectively.

On an average basis, core deposits decreased $323 million from December 31, 2024 primarily due to a decrease in average transaction deposits. Average transaction deposits decreased $351 million from December 31, 2024 driven by decreases in average interest checking deposits and average savings deposits, partially offset by increases in average money market deposits and average demand deposits. Average interest checking deposits decreased $1.3 billion, or 2%, from December 31, 2024 primarily due to lower average balances per customer account as well as a decrease in the number of consumer customer accounts and a decrease in derivative collateral held as a result of lower interest rates. The fluctuations in the average balances of savings deposits, money market deposits and demand deposits were driven by similar factors to those previously discussed with respect to the end of period balances.

Average CDs over $250,000 decreased $1.9 billion, or 46%, from December 31, 2024 primarily due to maturities of retail brokered CDs.

Contractual maturities

The contractual maturities of CDs as of December 31, 2025 are summarized in the following table:

TABLE 26: Contractual Maturities of CDs(a)

($ in millions)

Next 12 months

$

12,298 

13-24 months

230 

25-36 months

19 

37-48 months

15 

49-60 months

13 

After 60 months

2 

Total CDs

$

12,577 

(a)Includes CDs $250,000 or less and CDs over $250,000.

Deposit insurance

The FDIC generally provides a standard amount of insurance of $250,000 per depositor, per insured bank, for each account ownership category defined by the FDIC. As of December 31, 2025 and 2024, approximately $101.8 billion, or 59%, and $100.6 billion, or 60%, respectively, of the Bancorp’s domestic deposits were estimated to be insured. As of December 31, 2025 and 2024, approximately $69.8 billion and $66.5 billion, respectively, of the Bancorp’s domestic deposits were estimated to be uninsured. At both December 31, 2025 and 2024, approximately $1.1 billion of time deposits were estimated to be uninsured. Where information is not readily available to determine the amount of insured deposits, the amount of uninsured deposits is estimated, consistent with the methodologies and assumptions utilized in providing information to the Bank’s regulators.

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Borrowings

The Bancorp accesses a variety of short-term and long-term funding sources. Borrowings with original maturities of one year or less are classified as short-term and include federal funds purchased and other short-term borrowings. For further information on the components of short-term borrowings, refer to Note 16 of the Notes to Consolidated Financial Statements. Total average borrowings as a percent of average interest-bearing liabilities was 13% for both the years ended December 31, 2025 and 2024.

The following table summarizes the end of period components of borrowings:

TABLE 27: Components of Borrowings

As of December 31 ($ in millions)

2025

2024

Short-term borrowings

$

926 

4,654 

Long-term debt

13,589 

14,337 

Total borrowings

$

14,515 

18,991 

Total borrowings decreased $4.5 billion, or 24%, from December 31, 2024 due to decreases in both short-term borrowings and long-term debt. Short-term borrowings decreased $3.7 billion from December 31, 2024 primarily due to a decrease in short-term FHLB advances to manage balance sheet liquidity needs. The level of short-term borrowings and mix of total borrowings can fluctuate significantly from period to period depending on funding needs and the sources that are used to satisfy those needs. Long-term debt decreased $748 million from December 31, 2024 primarily due to redemptions or maturities of $1.5 billion of notes and $396 million of paydowns associated with loan securitizations. These decreases were partially offset by the issuance of $700 million of senior fixed-rate/floating-rate notes and $300 million of floating-rate notes in January 2025 and $113 million of fair value adjustments associated with hedged long-term debt during the year ended December 31, 2025. For additional information regarding the long-term debt issuances, refer to Note 17 of the Notes to Consolidated Financial Statements.

The following table summarizes the components of average borrowings:

TABLE 28: Components of Average Borrowings

For the years ended December 31 ($ in millions)

2025

2024

Short-term borrowings

$

4,930 

3,231 

Long-term debt

14,218 

15,835 

Total average borrowings

$

19,148 

19,066 

Total average borrowings increased $82 million due to an increase in average short-term borrowings, partially offset by a decrease in average long-term debt. Average short-term borrowings increased $1.7 billion compared to December 31, 2024 primarily due to an increase in short-term FHLB advances to manage balance sheet liquidity needs. Average long-term debt decreased $1.6 billion compared to December 31, 2024 due to similar factors to those previously discussed with respect to the end of period balances. Information on the average rates paid on borrowings is discussed in the Net Interest Income subsection of the Statements of Income Analysis section of MD&A. In addition, refer to the Liquidity Risk Management subsection of the Risk Management section of MD&A for a discussion on the role of borrowings in the Bancorp’s liquidity management.

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RISK MANAGEMENT – OVERVIEW

Effective risk management is critical to the Bancorp’s ongoing success and ensures that the Bancorp operates in a safe and sound manner, complies with applicable laws and regulations and safeguards the Bancorp’s brand and reputation. Risks are inherent in the Bancorp’s business and are influenced by both internal and external factors. The Bancorp is responsible for managing these risks effectively to deliver through-the-cycle value and performance for the Bancorp’s shareholders, customers, employees and communities.

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. Risk appetite is defined using quantitative metrics and qualitative measures to ensure prudent risk taking that drives balanced decision making. The Bancorp’s goal is to ensure that aggregate residual risks do not exceed the Bancorp’s risk appetite, and that risks taken are supportive of the Bancorp’s portfolio diversification and profitability objectives. The Board and executive management approve the risk appetite, which is considered in the development of business strategies and forms the basis for enterprise risk management.

•The core principles that define the Bancorp’s risk appetite are as follows:

◦Conduct the Bancorp’s business in compliance with all applicable laws, rules and regulations and in alignment with internal policies and procedures.

◦Act with integrity in all activities.

◦Understand the risks taken and ensure that they are in alignment with the Bancorp’s business strategies and risk appetite.

◦Avoid risks that cannot be understood, managed or monitored.

◦Provide transparency of risk to the Bancorp’s management and Board by escalating risks and issues as necessary.

◦Ensure Fifth Third’s products and services are designed, delivered and maintained to provide value and benefit to the Bancorp’s customers and to Fifth Third.

◦Only offer products or services that are appropriate or suitable for the Bancorp’s customers.

◦Focus on providing operational excellence by providing reliable, accurate and efficient services to meet customers’ needs.

◦Maintain a strong financial position to ensure the Bancorp meets its strategic objectives through all economic cycles and is able to access the capital markets at all times, even under stressed conditions.

◦Protect the Bancorp’s reputation by thoroughly understanding the consequences of business strategies, products and processes.

•Fifth Third’s culture and values provide the foundation for supporting sound risk management practices by setting expectations for appropriate conduct and accountability across the organization. All employees are expected to conduct themselves in alignment with Fifth Third’s Code of Business Conduct and Ethics, which may be found on www.53.com, while carrying out their responsibilities. Fifth Third’s Management Compliance Committee provides oversight of business conduct policies, programs and strategies, and monitors reporting of potential misconduct, trends or themes across the enterprise. Prudent risk management is a responsibility that is expected from all employees and is a foundational element of Fifth Third’s culture.

•The Bancorp manages eight defined risk types to a prescribed appetite. The risk types are credit risk, liquidity risk, interest rate risk, price risk, legal and regulatory compliance risk, operational risk, reputation risk and strategic risk.

•The Bancorp identifies and monitors existing and potential risks that may impact the company’s risk profile, including emerging risks that create uncertainties and/or would have broad implications if materialized (e.g., digital assets, acute weather events, etc.). Enhanced monitoring and action plans are implemented as necessary to proactively mitigate risk.

•Fifth Third’s Risk Management Process provides a consistent and integrated approach for managing risks. The five components of the Risk Management Process are: identify, assess, manage, monitor and report. The Bancorp has also established processes and programs to manage and report concentration risks, to ensure robust talent, performance and compensation management, and to aggregate risks across the enterprise.

Fifth Third drives accountability for managing risk through its Three Lines of Defense structure. The first line of defense is comprised of front-line units (and enterprise-wide functions that support front-line units) that create risk or are involved in risk-taking activities and are accountable for managing risk. These groups are the Bancorp’s primary risk takers and are responsible for implementing effective internal controls and maintaining processes for identifying, assessing, managing, monitoring and reporting on the risks associated with their activities consistent with established risk appetite and limits. The second line of defense, or Independent Risk Management, consists of Enterprise and Non-Financial Risk Management, Capital Markets Risk Management, Compliance, Financial Crimes, Model Risk Management, Credit Risk Management (collectively known as Enterprise Risk Management) and other second line of defense groups, such as Credit Risk Review. The second line is responsible for developing enterprise frameworks and policies to govern risk-taking activities, providing challenge and oversight of those activities, advising on controlling risk, assessing risks and issues independent of the first line of defense, and providing input on key risk decisions. Independent Risk Management complements the front line’s management of risk-taking activities through its monitoring and reporting responsibilities, including adherence to the Bancorp Risk Appetite. 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.

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CREDIT RISK MANAGEMENT

Credit risk management utilizes a framework that encompasses consistent processes for identifying, assessing, managing, monitoring and reporting credit risk. These processes are supported by a credit risk governance structure that includes Board oversight, policies, risk limits and risk committees.

The objective of the Bancorp’s credit risk management strategy is to quantify and manage credit risk on an aggregate portfolio basis, as well as to limit the risk of loss resulting from the failure of a borrower or counterparty to honor its financial or contractual obligations to the Bancorp. The Bancorp’s credit risk management strategy is based on three core principles: conservatism, diversification and monitoring. The Bancorp believes that effective credit risk management begins with conservative lending practices which are described below. These practices include the use of intentional risk-based limits for single name exposures and counterparty selection criteria designed to reduce or eliminate exposure to borrowers who have higher than average default risk and defined weaknesses in financial performance. The Bancorp carefully designs and monitors underwriting, documentation and collection standards. The Bancorp’s credit risk management strategy also emphasizes diversification on a geographic, industry, product and customer level as well as ongoing portfolio monitoring and timely management reviews of large credit exposures and credits experiencing deterioration of credit quality. Credit officers with the authority to extend credit are delegated specific authority based on risk and exposure amount, the use of which is closely monitored. Underwriting activities are centrally managed, and Credit Risk Management manages the policy and the authority delegation process directly. The Credit Risk Review function provides independent and objective assessments of the quality of underwriting and documentation, the accuracy of risk ratings and the charge-off, nonaccrual and reserve analysis process. The Bancorp’s credit review process and overall assessment of the adequacy of the ACL is based on quarterly assessments of the estimated losses expected in the loan and lease portfolio. 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. Refer to Note 6 of the Notes to Consolidated Financial Statements for further information on the Bancorp’s credit rating categories, which are derived from standard regulatory rating definitions. In addition, stress testing is performed on various commercial and consumer portfolios utilizing various models. For certain portfolios, such as real estate and leveraged lending, stress testing is performed at the individual loan level during credit underwriting.

In addition to the individual review of larger commercial loans that exhibit probable or observed credit weaknesses, the commercial credit review process includes the use of two risk rating systems. 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. 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 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. For loans and leases that are collectively evaluated, the Bancorp utilizes these models to forecast expected credit losses over a reasonable and supportable forecast period based on the probability of a loan or lease defaulting, the expected balance at the estimated date of default and the expected loss percentage given a default. Refer to Note 1 of the Notes to Consolidated Financial Statements for additional information about the Bancorp’s processes for developing these models, for estimating credit losses for periods beyond the reasonable and supportable forecast period and for estimating credit losses for individually evaluated loans.

For the commercial portfolio segment, the estimated probabilities of default are primarily based on the probability of default ratings assigned under the dual risk rating system and historical observations of how those ratings migrate to a default over time in the context of macroeconomic conditions. For loans with available credit, the estimate of the expected balance at the time of default considers expected utilization rates, which are primarily based on macroeconomic conditions and the utilization history of similar borrowers under those economic conditions. The estimates for loss severity are primarily based on collateral type and coverage levels and the susceptibility of those characteristics to changes in macroeconomic conditions.

For 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 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 Bancorp also utilizes various scoring systems, analytical tools and portfolio performance monitoring processes to assess the credit risk of the consumer and residential mortgage portfolios.

The Bancorp is closely monitoring various economic factors and their impacts on borrowers, including, but not limited to, the impact of policy changes on trade, ongoing global tensions, inflation, interest rates, labor and supply chain issues, market volatility and changes in

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consumer discretionary spending patterns, including debt and default levels. The Bancorp maintains focus on disciplined client selection, adherence to underwriting policy and attention to potential concentrations of risk.

Commercial Portfolio

The Bancorp’s credit risk management strategy seeks to minimize concentrations of risk through diversification. The Bancorp has commercial loan concentration limits based on industry, lines of business within the commercial segment, geography and credit product type. The risk within the commercial loan and lease portfolio is managed and monitored through an underwriting process utilizing detailed origination policies, continuous loan level reviews, monitoring of industry concentration and product type limits and continuous portfolio risk management reporting.

The Bancorp provides loans to a variety of customers ranging from large multinational firms to middle market businesses, small businesses, sole proprietors and high net worth individuals. The origination policies for commercial loans and leases outline the risks and underwriting requirements for individuals and businesses in various industries. Included in the policies are maturity and amortization terms, collateral and leverage requirements, cash flow coverage measures and hold limits. The Bancorp aligns credit and sales teams with specific industry and regional expertise to better monitor and manage different industry and geographic segments of the portfolio.

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The following table provides detail on commercial loans and leases by industry classification (as defined by the North American Industry Classification System), by loan size and by state, illustrating the diversity and granularity of the Bancorp’s commercial loans and leases:

TABLE 29: Commercial Loan and Lease Portfolio (excluding loans and leases held for sale)

2025

2024

As of December 31 ($ in millions)

Outstanding

Exposure

Nonaccrual

Outstanding

Exposure

Nonaccrual

By Industry:

Real estate

$

13,929 

23,228 

7 

14,375 

22,429 

6 

Financial services and insurance

9,633 

21,859 

20 

9,507 

19,939 

1 

Manufacturing

8,561 

18,998 

59 

8,850 

19,230 

68 

Business services

6,600 

11,128 

90 

5,596 

9,755 

113 

Healthcare

5,834 

8,616 

45 

5,648 

8,192 

76 

Wholesale trade

5,378 

10,566 

45 

5,315 

10,305 

14 

Accommodation and food

4,571 

7,076 

14 

4,371 

6,731 

18 

Retail trade

3,248 

7,808 

53 

3,495 

8,429 

45 

Communication and information

3,191 

6,072 

53 

3,304 

6,140 

74 

Construction

3,112 

7,599 

26 

2,674 

6,815 

19 

Transportation and warehousing

2,381 

3,894 

5 

2,311 

4,124 

7 

Mining

2,103 

5,677 

— 

2,676 

5,897 

— 

Utilities

1,884 

3,251 

— 

1,882 

3,326 

— 

Entertainment and recreation

1,666 

3,032 

4 

1,749 

3,091 

5 

Other services

1,083 

1,646 

6 

1,215 

1,798 

5 

Agribusiness

293 

606 

— 

204 

513 

5 

Public administration

79 

497 

— 

110 

160 

— 

Individuals

16 

24 

— 

11 

24 

— 

Total

$

73,562 

141,577 

427 

73,293 

136,898 

456 

By Loan Size:

Less than $1 million

6 

%

5 

15 

5 

5 

15 

$1 million to $5 million

7 

5 

10 

7 

5 

10 

$5 million to $10 million

4 

4 

8 

4 

4 

6 

$10 million to $25 million

12 

10 

18 

13 

11 

22 

$25 million to $50 million

23 

21 

25 

24 

22 

33 

Greater than $50 million

48 

55 

24 

47 

53 

14 

Total

100 

%

100 

100 

100 

100 

100 

By State:

California

11 

%

9 

4 

10 

8 

6 

Ohio

8 

10 

3 

8 

10 

3 

Texas

8 

9 

16 

8 

9 

1 

Illinois

8 

7 

6 

8 

8 

5 

Florida

7 

7 

5 

7 

6 

8 

New York

7 

6 

18 

7 

6 

12 

Michigan

5 

5 

5 

5 

5 

6 

Indiana

3 

3 

1 

3 

4 

2 

Georgia

3 

4 

18 

4 

4 

16 

North Carolina

3 

3 

1 

3 

3 

1 

Pennsylvania

3 

3 

3 

3 

3 

8 

Tennessee

3 

3 

— 

3 

3 

10 

South Carolina

3 

2 

— 

3 

2 

— 

Other

28 

29 

20 

28 

29 

22 

Total

100 

%

100 

100 

100 

100 

100 

The origination policies for commercial real estate outline the risks and underwriting requirements for owner and nonowner-occupied and construction lending. Included in the policies are maturity and amortization terms, maximum LTVs, minimum debt service coverage ratios, construction loan monitoring procedures, appraisal requirements, pre-leasing requirements (as applicable), pro forma analysis requirements and interest rate sensitivity. The Bancorp requires a valuation of real estate collateral, which may include third-party appraisals, be performed at the time of origination and renewal in accordance with regulatory requirements and on an as-needed basis when market conditions justify. The Bancorp maintains an appraisal review department to order and review third-party appraisals in accordance with regulatory requirements. Nonaccrual assets with relationships exceeding $1 million are reviewed quarterly to assess the appropriateness of the value ascribed in the assessment of charge-offs and specific reserves. Additionally, collateral values are also reviewed at least annually for all criticized assets.

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The Bancorp assesses all real estate and non-real estate collateral securing a loan and considers all cross-collateralized loans in the calculation of the LTV ratio. The following tables provide detail on the most recent LTV ratios for commercial mortgage loans greater than $1 million, excluding commercial mortgage loans that are individually evaluated for an ACL and loans which do not have real estate as the primary collateral. The Bancorp does not typically aggregate the LTV ratios for commercial mortgage loans less than $1 million.

TABLE 30: Commercial Mortgage Loans Outstanding by LTV, Loans Greater Than $1 Million

As of December 31, 2025 ($ in millions)

LTV  100%

LTV 80-100%

LTV  80%

Commercial mortgage owner-occupied loans

$

423 

544 

3,392 

Commercial mortgage nonowner-occupied loans

— 

92 

5,800 

Total

$

423 

636 

9,192 

TABLE 31: Commercial Mortgage Loans Outstanding by LTV, Loans Greater Than $1 Million

As of December 31, 2024 ($ in millions)

LTV 100%

LTV 80-100%

LTV 80%    

Commercial mortgage owner-occupied loans

$

53 

137 

3,753 

Commercial mortgage nonowner-occupied loans

— 

288 

5,615 

Total

$

53 

425 

9,368 

Generally, loans with an LTV greater than 80% are originated with either a compensating SBA guaranty or other structural credit protections.

The Bancorp views nonowner-occupied commercial real estate as a higher credit risk product compared to some other commercial loan portfolios due to the higher volatility of the industry.

The following tables provide an analysis of nonowner-occupied commercial real estate loans, disaggregated by property location (excluding loans held for sale):

TABLE 32: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)

As of December 31, 2025 ($ in millions)

Outstanding

Exposure

Nonaccrual

By State:

 Florida

$

1,377 

2,222 

— 

 Texas

1,010 

1,917 

— 

 Illinois

979 

1,329 

— 

 Ohio

918 

1,450 

— 

 California

862 

1,262 

— 

 Michigan

784 

990 

— 

 South Carolina

521 

624 

— 

 North Carolina

409 

513 

— 

 Maryland

355 

454 

— 

 New York

304 

368 

2 

All other states

3,299 

4,963 

3 

Total

$

10,818 

16,092 

5 

(a)Included in commercial mortgage loans and commercial construction loans in the Loans and Leases subsection of the Balance Sheet Analysis section of MD&A.

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TABLE 33: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)

As of December 31, 2024 ($ in millions)

Outstanding

Exposure

Nonaccrual

By State:

 Florida

$

1,543 

2,526 

— 

 Texas

905 

1,714 

2 

 Illinois

1,123 

1,275 

2 

 Ohio

835 

1,231 

1 

 California

1,080 

1,714 

— 

 Michigan

775 

926 

— 

 South Carolina

699 

763 

— 

 North Carolina

572 

782 

— 

 Maryland

230 

236 

— 

 New York

468 

524 

— 

All other states

3,000 

4,535 

— 

Total

$

11,230 

16,226 

5 

(a)Included in commercial mortgage loans and commercial construction loans in the Loans and Leases subsection of the Balance Sheet Analysis section of MD&A.

Net charge-offs on nonowner-occupied commercial real estate loans were $6 million and an immaterial amount for the years ended December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, $1 million and an immaterial amount, respectively, of the Bancorp’s nonowner-occupied commercial real estate loans were 90 days past due and still accruing.

Consumer Portfolio

The Bancorp’s consumer portfolio is materially comprised of six categories of loans: residential mortgage loans, home equity, indirect secured consumer loans, credit card, solar energy installation loans and other consumer loans. The Bancorp has identified certain credit characteristics within these six categories of loans which it believes represent a higher level of risk compared to the rest of the consumer loan portfolio. The Bancorp does not update LTVs for the consumer portfolio subsequent to origination except as part of the charge-off process for real estate secured loans. The Bancorp actively manages the consumer portfolio through concentration limits, which mitigate credit risk through limiting the exposure to lower FICO scores, higher LTVs, specific geographic concentration risks and additional risk elements.

The Bancorp continues to ensure that underwriting standards and guidelines adequately account for the broader economic conditions that the consumer portfolio faces in a high-rate environment and as rates begin to fall. Guidelines are designed to ensure that the various consumer products fall within the Bancorp’s risk appetite. 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. Increases in interest rates cause minimum payments on these products to increase, raising the potential for the environment to be disruptive to some borrowers. Potential future decreases in interest rates may lessen these risks moving forward. The impacts of these rate changes will take time to manifest and their significance will be dependent on the size and number of current and future rate cuts, as well as other economic factors impacting each customer. The Bancorp actively monitors the portion of its consumer portfolio that is susceptible to changes in minimum payments and continues to assess the impact on the overall risk appetite and soundness of 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.

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. Underlying characteristics of these borrowers include a weighted-average origination debt-to-income ratio of 34% and weighted-average origination LTV of 72%. Approximately 30% of these loans are expected to experience an increase in rate upon reset. For those borrowers, rates are expected to increase by an average of approximately 2.7%, resulting in an average increase in monthly payment amount of approximately 38%.

Certain residential mortgage products have characteristics that may increase the Bancorp’s credit loss rates in the event of a decline in housing values. These types of mortgage products offered by the Bancorp include loans with high LTVs, multiple loans secured by the same collateral that when combined result in an LTV greater than 80% and interest-only loans. The Bancorp has deemed residential mortgage loans with greater than 80% LTVs and no mortgage insurance as loans that represent a higher level of risk. Approximately 72% of these loans consist of loans originated through the Bancorp’s loan program for doctors.

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The following table provides an analysis of the residential mortgage portfolio loans outstanding by LTV at origination:

TABLE 34: Residential Mortgage Portfolio Loans by LTV at Origination

2025

2024

As of December 31 ($ in millions)

Outstanding

Weighted-Average LTV

Outstanding

Weighted-Average LTV

LTV ≤ 80%

$

11,560 

64.3 

%

$

11,836 

63.5 

%

LTV 80%, with mortgage insurance(a)

3,133 

95.4 

3,165 

95.5 

LTV 80%, no mortgage insurance

2,959 

91.5 

2,542 

90.9 

Total

$

17,652 

74.5 

%

$

17,543 

73.5 

%

(a)Includes loans with either borrower or lender paid mortgage insurance.

The following tables provide an analysis of the residential mortgage portfolio loans outstanding by state with a greater than 80% LTV at origination and no mortgage insurance:

TABLE 35: Residential Mortgage Portfolio Loans, LTV Greater Than 80% at Origination, No Mortgage Insurance

As of December 31, 2025 ($ in millions)

Outstanding

90 Days Past Due and Accruing

Nonaccrual

By State:

 Illinois

$

599 

— 

5 

 Ohio

576 

1 

8 

 Florida

547 

— 

4 

 North Carolina

238 

— 

— 

 Indiana

188 

— 

2 

 Michigan

187 

— 

2 

 Kentucky

140 

— 

2 

All other states

484 

— 

4 

Total

$

2,959 

1 

27 

TABLE 36: Residential Mortgage Portfolio Loans, LTV Greater Than 80% at Origination, No Mortgage Insurance

As of December 31, 2024 ($ in millions)

Outstanding

90 Days Past Due and Accruing

Nonaccrual

By State:

Illinois

$

518 

— 

5 

Ohio

518 

1 

7 

Florida

457 

— 

2 

North Carolina

202 

— 

— 

Indiana

165 

— 

2 

Michigan

167 

— 

2 

Kentucky

130 

— 

1 

All other states

385 

— 

5 

Total

$

2,542 

1 

24 

Net charge-offs on residential mortgage loans with an LTV greater than 80% at origination and no mortgage insurance were immaterial for both the years ended December 31, 2025 and 2024.

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. 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. Peak maturity years for the balloon home equity lines of credit are 2026 to 2028 and approximately $390 million of the balances mature before December 31, 2028.

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. Of the total $4.8 billion of outstanding home equity loans:

•71% reside within the Bancorp’s Midwest footprint of Ohio, Michigan, Illinois, Indiana and Kentucky as of December 31, 2025;

•75% of non-delinquent borrowers made at least one payment greater than the minimum payment during the year ended December 31, 2025; and

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•The portfolio had a weighted-average refreshed FICO score of 751 at December 31, 2025.

The Bancorp actively manages lines of credit and makes adjustments in lending limits when it believes it is necessary based on FICO score deterioration and property devaluation. The Bancorp does not routinely obtain appraisals on performing loans to update LTVs after origination. However, the Bancorp monitors the local housing markets by reviewing various home price indices and incorporates the impact of the changing market conditions in its ongoing credit monitoring processes.

The following table provides an analysis of home equity portfolio loans outstanding disaggregated based upon refreshed FICO score:

TABLE 37: Home Equity Portfolio Loans Outstanding by Refreshed FICO Score

2025

2024

As of December 31 ($ in millions)

Outstanding

% of Total    

Outstanding

% of Total    

Senior Liens:

FICO ≤ 659

$

95 

2 

%

$

111 

3 

%

FICO 660-719

159 

3 

160 

4 

FICO ≥ 720

1,099 

23 

1,013 

24 

Total senior liens

$

1,353 

28 

%

$

1,284 

31 

%

Junior Liens:

FICO ≤ 659

276 

6 

242 

6 

FICO 660-719

579 

12 

521 

12 

FICO ≥ 720

2,638 

54 

2,141 

51 

Total junior liens

$

3,493 

72 

%

$

2,904 

69 

%

Total

$

4,846 

100 

%

$

4,188 

100 

%

The Bancorp believes that home equity portfolio loans with a greater than 80% LTV (including senior liens, if applicable) present a higher level of risk. The following table provides an analysis of the home equity portfolio loans outstanding in a senior and junior lien position by LTV at origination:

TABLE 38: Home Equity Portfolio Loans Outstanding by LTV at Origination

2025

2024

As of December 31 ($ in millions)

Outstanding

Weighted-Average LTV

Outstanding

Weighted-Average LTV

Senior Liens:

LTV ≤ 80%

$

1,228 

48.2 

%

$

1,147 

49.8 

%

LTV 80%

125 

88.0 

137 

89.1 

Total senior liens

$

1,353 

52.0 

%

$

1,284 

54.2 

%

Junior Liens:

LTV ≤ 80%

2,621 

63.3 

2,085 

64.3 

LTV 80%

872 

87.6 

819 

88.2 

Total junior liens

$

3,493 

69.5 

%

$

2,904 

71.3 

%

Total

$

4,846 

64.7 

%

$

4,188 

66.0 

%

The following tables provide an analysis of home equity portfolio loans outstanding by state with an LTV greater than 80% (including senior liens, if applicable) at origination:

TABLE 39: Home Equity Portfolio Loans Outstanding with an LTV Greater than 80% at Origination

As of December 31, 2025 ($ in millions)

Outstanding

Exposure

Nonaccrual

By State:

 Ohio

$

282 

722 

7 

 Illinois

141 

346 

4 

 Michigan

124 

320 

2 

 Indiana

119 

264 

3 

 Florida

114 

233 

2 

 Kentucky

80 

183 

2 

All Other States

137 

323 

2 

Total

$

997 

2,391 

22 

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TABLE 40: Home Equity Portfolio Loans Outstanding with an LTV Greater than 80% at Origination

As of December 31, 2024 ($ in millions)

Outstanding

Exposure

Nonaccrual

By State:

 Ohio

$

283 

761 

7 

 Illinois

140 

337 

5 

 Michigan

131 

358 

3 

 Indiana

103 

251 

3 

 Florida

96 

214 

2 

 Kentucky

77 

196 

2 

All Other States

126 

310 

3 

Total

$

956 

2,427 

25 

The Bancorp has realized net recoveries on home equity loans with an LTV greater than 80% at origination for the years ended December 31, 2025 and 2024 of $1 million and $2 million, respectively.

Indirect secured consumer portfolio

The indirect secured consumer portfolio is comprised of $15.1 billion of automobile loans and $2.9 billion of indirect recreational vehicle, marine, motorcycle and powersport loans as of December 31, 2025. All concentration and guideline changes are monitored monthly to ensure alignment with original credit performance.

The following table provides an analysis of indirect secured consumer portfolio loans outstanding disaggregated based upon FICO score at origination:

TABLE 41: Indirect Secured Consumer Portfolio Loans Outstanding by FICO Score at Origination

2025

2024

As of December 31 ($ in millions)

Outstanding

% of Total

Outstanding

% of Total

FICO ≤ 659

$

172 

1 

%

$

177 

1 

%

FICO 660-719

3,102 

17 

3,040 

19 

FICO ≥ 720

14,690 

82 

13,096 

80 

Total

$

17,964 

100 

%

$

16,313 

100 

%

It is a common industry practice to advance on these types of loans an amount in excess of the collateral value due to the inclusion of negative equity trade-in, maintenance/warranty products, taxes, title and other fees paid at closing. The Bancorp monitors its exposure to these higher risk loans.

The following table provides an analysis of indirect secured consumer portfolio loans outstanding by LTV at origination:

TABLE 42: Indirect Secured Consumer Portfolio Loans Outstanding by LTV at Origination

2025

2024

As of December 31 ($ in millions)

Outstanding

Weighted-Average LTV

Outstanding

Weighted-Average LTV

LTV ≤ 100%

$

12,961 

80.0 

%

$

11,822 

79.8 

%

LTV 100%

5,003 

110.1 

4,491 

110.1 

Total

$

17,964 

88.4 

%

$

16,313 

88.1 

%

At December 31, 2025 and 2024, $26 million and $24 million, respectively, of the Bancorp’s nonaccrual indirect secured consumer portfolio loans had an LTV greater than 100% at origination. 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. 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. Recent and expected future decreases in interest rates may lessen these risks moving forward.

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

The following table provides an analysis of the Bancorp’s outstanding credit card portfolio disaggregated based upon FICO score at origination as of:

TABLE 43: Credit Card Portfolio Loans Outstanding by FICO Score at Origination

2025

2024

As of December 31 ($ in millions)

Outstanding

% of Total

Outstanding

% of Total

FICO ≤ 659

$

83 

5 

%

$

78 

5 

%

FICO 660-719

471 

27 

470 

27 

FICO ≥ 720

1,193 

68 

1,186 

68 

Total

$

1,747 

100 

%

$

1,734 

100 

%

Solar energy installation loans portfolio

The Bancorp originates point-of-sale solar energy installation loans through a network of approved installers. 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. As consumer clean energy tax incentives expired as of December 31, 2025, production in this portfolio is expected to decrease in 2026.

The following table provides an analysis of solar energy installation portfolio loans outstanding by state:

TABLE 44: Solar Energy Installation Portfolio Loans Outstanding by State

2025

2024

As of December 31 ($ in millions)

Outstanding

Nonaccrual

Outstanding

Nonaccrual

By State:

Florida

$

646 

6 

675 

16 

California

552 

1 

562 

8 

Texas

525 

3 

501 

7 

Arizona

370 

2 

366 

4 

Virginia

270 

— 

229 

1 

Oregon

219 

— 

165 

— 

Colorado

181 

— 

158 

1 

Nevada

175 

— 

165 

1 

New York

144 

— 

118 

— 

Connecticut

113 

1 

103 

3 

All other states

1,365 

9 

1,160 

23 

Total

$

4,560 

22 

4,202 

64 

The following table provides an analysis of solar energy installation portfolio loans outstanding disaggregated based upon FICO score at origination:

TABLE 45: Solar Energy Installation Portfolio Loans Outstanding by FICO Score at Origination

2025

2024

As of December 31 ($ in millions)

Outstanding

% of Total

Outstanding

% of Total

FICO ≤ 659

$

4 

— 

%

$

5 

— 

%

FICO 660-719

652 

14 

621 

15 

FICO ≥ 720

3,904 

86 

3,576 

85 

Total

$

4,560 

100 

%

$

4,202 

100 

%

Other consumer loans portfolio

Other consumer portfolio loans are comprised of secured and unsecured loans originated through the Bancorp’s branch network, point-of-sale home improvement loans originated through a network of contractors and installers, and other point-of-sale loans originated or purchased in connection with third-party companies. Loans originated in connection with one third-party point-of-sale company are impacted by certain credit loss protection coverage provided by that company. The Bancorp discontinued origination of new loans with this third-party company in 2022.

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The following table provides an analysis of other consumer portfolio loans outstanding by product type:

TABLE 46: Other Consumer Portfolio Loans Outstanding by Product Type

2025

2024

As of December 31 ($ in millions)

Outstanding

% of Total

Outstanding

% of Total

Other secured

$

999 

44 

%

$

912 

36 

%

Point-of-sale home improvement

543 

23 

623 

25 

Unsecured

422 

18 

437 

17 

Third-party point-of-sale

356 

15 

546 

22 

Total

$

2,320 

100 

%

$

2,518 

100 

%

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Analysis of Nonperforming Assets

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

Nonperforming assets were $867 million at December 31, 2025 compared to $860 million at December 31, 2024. At December 31, 2025, $70 million of nonaccrual loans were held for sale, compared to $7 million at December 31, 2024.

Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO were 0.65% and 0.71% at December 31, 2025 and 2024, respectively. Nonaccrual loans and leases secured by real estate were 34% of nonaccrual loans and leases as of December 31, 2025 compared to 35% as of December 31, 2024.

Portfolio commercial nonaccrual loans and leases were $427 million at December 31, 2025, a decrease of $29 million from December 31, 2024. Portfolio residential mortgage and consumer nonaccrual loans were $340 million at December 31, 2025, a decrease of $27 million from December 31, 2024. Refer to Table 48 for a rollforward of portfolio nonaccrual loans and leases.

OREO and other repossessed property was $30 million at both December 31, 2025 and 2024. The Bancorp recognized gains of $8 million and losses of $2 million on the transfer, sale or write-down of OREO properties during the years ended December 31, 2025 and 2024, respectively.

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. Although these values help demonstrate the costs of carrying nonaccrual credits, the Bancorp does not expect to recover the full amount of interest as nonaccrual loans and leases are generally carried below their principal balance.

TABLE 47: Summary of Nonperforming Assets and Delinquent Loans and Leases

As of December 31 ($ in millions)

2025

2024

Nonaccrual portfolio loans and leases:

Commercial and industrial loans

$

393 

374 

Commercial mortgage loans

34 

79 

Commercial construction loans

— 

1 

Commercial leases

— 

2 

Residential mortgage loans

149 

137 

Home equity

71 

70 

Indirect secured consumer loans

61 

55 

Credit card

29 

32 

Solar energy installation loans

22 

64 

Other consumer loans

8 

9 

Total nonaccrual portfolio loans and leases(a)

$

767 

823 

OREO and other repossessed property(c)

30 

30 

Total nonperforming portfolio assets

$

797 

853 

Nonaccrual loans held for sale

70 

7 

Total nonperforming assets

$

867 

860 

Total portfolio loans and leases 90 days past due and still accruing:

Commercial and industrial loans

$

2 

5 

Commercial construction loans

1 

— 

Commercial leases

— 

1 

Residential mortgage loans(b)

10 

6 

Credit card

17 

20 

Total portfolio loans and leases 90 days past due and still accruing

$

30 

32 

Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO

0.65 

%

0.71 

Nonperforming portfolio loans and leases as a percent of portfolio loans and leases

0.62 

0.69 

ACL as a percent of nonperforming portfolio loans and leases

314 

302 

ACL as a percent of nonperforming portfolio assets

302 

291 

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

(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. The Bancorp recognized losses of $1 for both the years ended December 31, 2025 and 2024, due to claim denials and curtailments associated with these insured or guaranteed loans.

(c)Includes $12 of branch-related real estate no longer intended to be used for banking purposes at both December 31, 2025 and 2024.

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

The following tables provide a rollforward of portfolio nonaccrual loans and leases, by portfolio segment:

TABLE 48: Rollforward of Portfolio Nonaccrual Loans and Leases

For the year ended December 31, 2025 ($ in millions)

Commercial

Residential 

Mortgage

Consumer

Total  

Balance, beginning of period

$

456 

137 

230 

823 

Transfers to nonaccrual status

740 

64 

332 

1,136 

Transfers to accrual status

(5)

(16)

(97)

(118)

Transfers to held for sale

(86)

— 

— 

(86)

Loan paydowns/payoffs

(186)

(33)

(93)

(312)

Transfers to OREO

(1)

(7)

(15)

(23)

Charge-offs

(507)

— 

(168)

(675)

Draws/other extensions of credit

16 

4 

2 

22 

Balance, end of period

$

427 

149 

191 

767 

TABLE 49: Rollforward of Portfolio Nonaccrual Loans and Leases

For the year ended December 31, 2024 ($ in millions)

Commercial

Residential 

Mortgage

Consumer

Total

Balance, beginning of period

$

326 

124 

199 

649 

Transfers to nonaccrual status

591 

68 

342 

1,001 

Transfers to accrual status

(2)

(24)

(51)

(77)

Transfers to held for sale

(13)

— 

— 

(13)

Loan paydowns/payoffs

(180)

(29)

(67)

(276)

Transfers to OREO

— 

(6)

(17)

(23)

Charge-offs

(267)

— 

(178)

(445)

Draws/other extensions of credit

1 

4 

2 

7 

Balance, end of period

$

456 

137 

230 

823 

Analysis of Net Loan Charge-offs

Net charge-offs were 60 bps and 45 bps of average portfolio loans and leases for the years ended December 31, 2025 and 2024, respectively. 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.

The ratio of commercial loan and lease net charge-offs as a percent of average portfolio commercial loans and leases increased to 62 bps during the year ended December 31, 2025, compared to 34 bps during 2024, primarily due to an increase in net charge-offs on commercial and industrial loans of $197 million, which included $178 million resulting from the fraud-related impairment of an asset-backed finance commercial loan, and an increase in net charge-offs on commercial mortgage loans of $21 million.

The ratio of consumer loan net charge-offs as a percent of average portfolio consumer loans decreased to 58 bps during the year ended December 31, 2025, compared to 64 bps during 2024, primarily due to decreases in net charge-offs on other consumer loans and indirect secured consumer loans of $15 million and $8 million, respectively, partially offset by an increase in net charge-offs on solar energy installation loans of $14 million.

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TABLE 50: Summary of Credit Loss Experience

For the years ended December 31 ($ in millions)

2025

2024

2023

Losses charged-off:

Commercial and industrial loans

$

(479)

(264)

(168)

Commercial mortgage loans

(22)

(1)

(1)

Commercial construction loans

— 

— 

(1)

Commercial leases

(6)

(2)

— 

Residential mortgage loans

(1)

(2)

(4)

Home equity

(7)

(6)

(8)

Indirect secured consumer loans

(144)

(139)

(110)

Credit card

(83)

(87)

(82)

Solar energy installation loans

(86)

(63)

(27)

Other consumer loans(a)

(97)

(122)

(121)

Total losses charged-off

$

(925)

(686)

(522)

Recoveries of losses previously charged-off:

Commercial and industrial loans

$

40 

22 

13 

Commercial mortgage loans

1 

1 

3 

Commercial construction loans

— 

— 

— 

Commercial leases

4 

— 

1 

Residential mortgage loans

3 

4 

4 

Home equity

6 

7 

7 

Indirect secured consumer loans

62 

49 

38 

Credit card

20 

19 

18 

Solar energy installation loans

16 

7 

1 

Other consumer loans(a)

35 

45 

49 

Total recoveries of losses previously charged-off

$

187 

154 

134 

Net losses charged-off:

Commercial and industrial loans

$

(439)

(242)

(155)

Commercial mortgage loans

(21)

— 

2 

Commercial construction loans

— 

— 

(1)

Commercial leases

(2)

(2)

1 

Residential mortgage loans

2 

2 

— 

Home equity

(1)

1 

(1)

Indirect secured consumer loans

(82)

(90)

(72)

Credit card

(63)

(68)

(64)

Solar energy installation loans

(70)

(56)

(26)

Other consumer loans

(62)

(77)

(72)

Total net losses charged-off

$

(738)

(532)

(388)

Net losses charged-off as a percent of average portfolio loans and leases:

Commercial and industrial loans

0.82 

%

0.46 

0.27 

Commercial mortgage loans

0.18 

— 

(0.02)

Commercial construction loans

— 

— 

0.02 

Commercial leases

0.08 

0.07 

(0.04)

Total commercial loans and leases

0.62 

%

0.34 

0.20 

Residential mortgage loans

(0.01)

(0.01)

— 

Home equity

0.02 

(0.01)

0.03 

Indirect secured consumer loans

0.47 

0.57 

0.45 

Credit card

3.81 

3.98 

3.55 

Solar energy installation loans

1.62 

1.41 

0.89 

Other consumer loans

2.49 

2.79 

2.32 

Total consumer loans

0.58 

%

0.64 

0.52 

Total net losses charged-off as a percent of average portfolio loans and leases

0.60 

%

0.45 

0.32 

(a)For the years ended December 31, 2025, 2024 and 2023, the Bancorp recorded $18, $28 and $35, respectively, in both losses charged-off and recoveries of losses previously charged-off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.

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Allowance for Credit Losses

The allowance for credit losses is comprised of the ALLL and the reserve for unfunded commitments. As described in Note 1 of the Notes to Consolidated Financial Statements, the Bancorp maintains the ALLL to absorb the amount of credit losses that are expected to be incurred over the remaining contractual terms of the related loans and leases (as adjusted for prepayments). The Bancorp’s methodology for determining the ALLL includes an estimate of expected credit losses on a collective basis for groups of loans and leases with similar risk characteristics and specific allowances for loans and leases which are individually evaluated. For collectively evaluated loans and leases, the Bancorp uses quantitative models to forecast expected credit losses based on the probability of a loan or lease defaulting, the expected balance at the estimated date of default and the expected loss percentage given a default. The Bancorp’s expected credit loss models consider historical credit loss experience, current market and economic conditions, and forecasted changes in market and economic conditions if such forecasts are considered reasonable and supportable.

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

In addition to the ALLL, the Bancorp maintains a reserve for unfunded commitments recorded in other liabilities in the Consolidated Balance Sheets. 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 the commercial portfolio segment, the estimates for probability of default are primarily based on internal ratings assigned to each commercial borrower on a 13-point scale and historical observations of how those ratings migrate to a default over time in the context of macroeconomic conditions. For loans with available credit, the estimate of the expected balance at the time of default considers expected utilization rates, which are primarily based on macroeconomic conditions and the utilization history of similar borrowers under those economic conditions. The estimates for loss severity are primarily based on collateral type and coverage levels and the susceptibility of those characteristics to changes in macroeconomic conditions.

For 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 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.

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. Each of the three scenarios was developed by a third party that is subject to the Bancorp’s Third-Party Risk Management program including oversight by the Bancorp’s independent model risk management group. The scenarios included a most likely outcome (Baseline) and two less probable scenarios with one being more favorable than the Baseline and the other being less favorable. 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 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.

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December 31, 2025 ACL

The ACL as of December 31, 2025 decreased $76 million from December 31, 2024 primarily driven by impacts of changes in both the mix and credit quality of the consumer loan portfolio. As of December 31, 2025, the Bancorp’s macroeconomic scenarios included estimates of the expected impacts of changes in economic conditions caused by forecasted interest rates and higher tariffs.

At December 31, 2025, the Bancorp assigned an 80% probability weighting to the Baseline scenario and 10% to each of the Upside and Downside scenarios. The following table provides a range of key macroeconomic factors utilized in the Baseline, Upside and Downside scenarios as of December 31, 2025:

TABLE 51: Key Macroeconomic Factors

Baseline Scenario

Upside Scenario

Downside Scenario

2026

2027

2028

2026

2027

2028

2026

2027

2028

Inflation rate

3.2 

%

2.6 

2.1 

3.4 

2.6 

2.1 

3.3 

1.6 

1.7 

Average annual real GDP growth rate

2.1 

1.9 

2.1 

3.3 

2.6 

2.2 

(1.2)

0.2 

2.4 

Average unemployment rate

4.7 

4.7 

4.4 

3.9 

3.9 

3.8 

7.4 

8.1 

6.7 

Average federal funds rate

3.3 

2.8 

3.0 

3.3 

2.8 

3.0 

2.9 

1.3 

1.1 

10-year U.S. Treasury yield

4.2 

4.3 

4.3 

4.3 

4.4 

4.3 

3.6 

3.5 

3.9 

Credit spread(a)

2.1 

2.4 

2.3 

1.9 

2.3 

2.2 

3.1 

2.9 

2.3 

Annualized change in S&P 500

4.1 

(0.7)

5.6 

11.5 

(1.1)

5.4 

(18.3)

(9.2)

15.9 

(a)Represents the difference between Moody’s Baa‑ rated corporate bond yields and U.S. Treasury yields.

The Bancorp’s qualitative adjustments, as an overlay to the quantitative models, resulted in a net increase to the ACL as of December 31, 2025 and these qualitative adjustments decreased from the qualitative factors used in the ACL as of December 31, 2024. These qualitative adjustments primarily reflect the Bancorp’s expectations that additional credit losses may be present in its portfolio loans and leases beyond what is predictable through the use of 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. These challenges include, but are not limited to, an imbalance between supply and demand in the market for commercial real estate properties and pressures on borrowers and property valuations resulting from elevated interest rates. 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. The net decrease in qualitative adjustments reflected modest improvement in both the Bancorp’s and industry data for the office sector.

The Bancorp’s quantitative credit loss models are sensitive to changes in economic forecast assumptions over the reasonable and supportable forecast period. Applying a 100% probability weighting to the Downside scenario rather than using the probability-weighted three scenario approach would result in an increase in the quantitative ACL of approximately $1.2 billion. This sensitivity calculation only reflects the impact of changing the probability weighting of the scenarios in the quantitative credit loss models and excludes any additional considerations associated with the qualitative component of the ACL that might be warranted if probability weights were adjusted.

The following table provides a rollforward of the Bancorp’s ACL:

TABLE 52: Changes in Allowance for Credit Losses

For the years ended December 31 ($ in millions)

2025

2024

2023

ALLL:

Balance, beginning of period

$

2,352 

2,322 

2,194 

Losses charged-off(a)

(925)

(686)

(522)

Recoveries of losses previously charged-off(a)

187 

154 

134 

Provision for loan and lease losses

639 

562 

565 

Impact of adoption of ASU 2022-02

— 

— 

(49)

Balance, end of period

$

2,253 

2,352 

2,322 

Reserve for unfunded commitments:

Balance, beginning of period

$

134 

166 

216 

Provision for (benefit from) the reserve for unfunded commitments

23 

(32)

(50)

Balance, end of period

$

157 

134 

166 

(a)For the years ended December 31, 2025, 2024 and 2023, the Bancorp recorded $18, $28 and $35, respectively, in both losses charged-off and recoveries of losses previously charged-off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.

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The following table provides an attribution of the Bancorp’s ALLL to portfolio loans and leases:

TABLE 53: Attribution of Allowance for Loan and Lease Losses to Portfolio Loans and Leases

As of December 31 ($ in millions)

2025

2024

Attributed ALLL:

Commercial and industrial loans

$

816 

728 

Commercial mortgage loans

272 

351 

Commercial construction loans

80 

59 

Commercial leases

18 

16 

Residential mortgage loans

109 

146 

Home equity

87 

106 

Indirect secured consumer loans

304 

311 

Credit card

150 

165 

Solar energy installation loans

314 

351 

Other consumer loans

103 

119 

Total ALLL

$

2,253 

2,352 

Portfolio loans and leases:

Commercial and industrial loans

$

52,749 

52,271 

Commercial mortgage loans

12,228 

12,246 

Commercial construction loans

5,316 

5,588 

Commercial leases

3,269 

3,188 

Residential mortgage loans(a)

17,652 

17,543 

Home equity

4,846 

4,188 

Indirect secured consumer loans

17,964 

16,313 

Credit card

1,747 

1,734 

Solar energy installation loans

4,560 

4,202 

Other consumer loans

2,320 

2,518 

Total portfolio loans and leases

$

122,651 

119,791 

Attributed ALLL as a percent of respective portfolio loans and leases:

Commercial and industrial loans

1.55 

%

1.39 

Commercial mortgage loans

2.22 

2.87 

Commercial construction loans

1.50 

1.06 

Commercial leases

0.55 

0.50 

Residential mortgage loans

0.62 

0.83 

Home equity

1.80 

2.53 

Indirect secured consumer loans

1.69 

1.91 

Credit card

8.59 

9.52 

Solar energy installation loans

6.89 

8.35 

Other consumer loans

4.44 

4.73 

Total ALLL as a percent of portfolio loans and leases

1.84 

%

1.96 

Total ACL as a percent of portfolio loans and leases

1.96 

2.08 

(a) Includes $106 and $108 of residential mortgage loans measured at fair value at December 31, 2025 and 2024, respectively.

The Bancorp’s ALLL may vary significantly from period to period based on changes in economic conditions, economic forecasts and the composition and credit quality of the Bancorp’s loan and lease portfolio.

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INTEREST RATE AND PRICE RISK MANAGEMENT

Interest rate risk is the risk to earnings or capital arising from movement of interest rates. This risk primarily impacts the Bancorp’s income categories through changes in interest income on earning assets and the cost of interest-bearing liabilities, and through fee items that are related to interest-sensitive activities such as mortgage origination and servicing income and through earnings credits earned on commercial deposits that offset commercial deposit fees. Price risk is the risk to earnings or capital arising from changes in the value of financial instruments and portfolios due to movements in interest rates, volatilities, foreign exchange rates, equity prices and commodity prices. Management considers interest rate risk a prominent market risk in terms of its potential impact on earnings. Interest rate risk may occur for any one or more of the following reasons:

•Assets and liabilities mature or reprice at different times;

•Short-term and long-term market interest rates change by different amounts; or

•The expected maturities of various assets or liabilities shorten or lengthen as interest rates change.

In addition to the direct impact of interest rate changes on NII and interest-sensitive fees, interest rates can impact earnings through their effect on loan and deposit demand, credit losses, mortgage origination volumes, the value of servicing rights and other sources of the Bancorp’s earnings. Changes in interest rates and other market factors can impact earnings through changes in the value of portfolios, if not appropriately hedged. Stability of the Bancorp’s net income is largely dependent upon the effective management of interest rate risk and to a lesser extent price risk.

Management continually reviews the Bancorp’s on- and off-balance sheet composition, earnings flows, and hedging strategies and models interest rate risk and price risk exposures, and possible actions to manage these risks, given numerous possible future interest rate and market factor scenarios. 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. The Consumer and Small Business Banking line of business manages price risk for the origination and sale of conforming residential mortgage loans to government agencies and government-sponsored enterprises. The Bancorp’s Treasury department manages interest rate risk and price risk for all other 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. The Bancorp’s ALCO, which includes senior management representatives and is accountable to the ERMC, provides oversight and monitors interest rate and price risks, including those for Mortgage and Treasury activities.

Net Interest Income Sensitivity

The Bancorp employs a variety of measurement techniques to identify and manage its interest rate risk, including the use of an NII simulation model to analyze the sensitivity of NII to changes in interest rates. 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. The model also includes senior management’s projections of the future volume and pricing of each of the product lines offered by the Bancorp as well as other pertinent assumptions. The NII simulation model does not represent a forecast of the Bancorp’s net interest income but is a tool utilized to assess the risk of the impact of changing market interest rates across a range of market interest rate environments. As a result, actual results will differ from simulated results for multiple reasons, which may include actual balance sheet composition differences, timing, magnitude and frequency of interest rate changes, deviations from projected customer behavioral assumptions as well as from changes in market conditions and management strategies.

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. Risk appetite thresholds are utilized for scenarios assuming a 200 bps increase and a 200 bps decrease in interest rates over 12-month and 24-month horizons. 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. Additionally, the Bancorp routinely evaluates its exposures to changes in the basis between 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. 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. 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.

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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. This deposit repricing sensitivity is known as the beta, and it represents the expected amount by which the Bancorp’s interest-bearing deposit rates will change for a given change in short-term market rates. The Bancorp utilizes dynamic deposit beta models to adjust assumed repricing sensitivity depending on market rate levels. The dynamic beta models were developed utilizing the Bancorp’s performance during prior interest rate cycles. Using the dynamic beta models, the Bancorp’s NII sensitivity modeling assumes weighted-average rising-rate interest-bearing deposit betas at the end of the ramped parallel scenarios of approximately 70%-75% for both a 100 bps and 200 bps increase in rates. 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. 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 provides sensitivity analysis in Tables 55 and 56 for key assumptions related to its deposit modeling, including beta and demand deposit balance performance.

The Bancorp continually evaluates the sensitivity of its interest rate risk measures to these important deposit modeling assumptions. The Bancorp also regularly monitors the sensitivity of other important modeling assumptions, such as loan and security prepayments and early withdrawals on fixed-rate customer liabilities.

The following table shows the Bancorp’s estimated NII sensitivity profile and policy limits as of December 31:

TABLE 54: Estimated NII Sensitivity Profile and Policy Limits

2025

2024

 % Change in NII  (FTE)

Policy Limit

% Change in NII  (FTE) 

Policy Limit

Change in Interest Rates (bps)

12 

Months 

13-24 

Months 

12 

Months 

13-24 

Months 

12 

Months 

13-24 

Months 

12 

Months 

13-24

Months

+200 Ramp over 12 months

(3.09)

%

(2.28)

(6.00)

(7.00)

(3.57)

(4.00)

(6.00)

(7.00)

+100 Ramp over 12 months

(1.40)

(0.57)

N/A

N/A

(1.75)

(1.84)

N/A

N/A

-100 Ramp over 12 months

0.41

(1.81)

N/A

N/A

0.94

0.24

N/A

N/A

-200 Ramp over 12 months

(0.05)

(6.56)

(6.00)

(7.00)

1.57

(0.27)

(6.00)

(7.00)

Table 54 presents the change in estimated net interest income for 12 month and 13-24 month horizons for alternative interest rate scenarios relative to the net interest income projection for a static rate scenario for those same time horizons. As previously mentioned, these numbers do not represent a forecast, but are instead risk measures that are monitored to evaluate the consolidated interest rate risk position of the Bancorp. 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 Bancorp’s NII simulation projects an increase in NII in year one under the parallel 100 bps ramp decrease driven by an expectation that deposits would reprice faster than earning assets. Meanwhile, projections indicate NII decreases in year one under a 200 bps ramp decrease in interest rates and in year two under falling-rate scenarios, as deposit beta expectations decline, certain deposits reach their floors and assets continue to reprice to lower rates. The changes in the estimated NII sensitivity profile compared to December 31, 2024 were primarily attributable to an improved deposit portfolio composition, reduced deposit beta expectations driven by lower actual interest rates and a reduction in outstanding receive-fixed interest rate swaps partially offset by increases in fixed-rate loans.

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.

The following table includes the Bancorp’s estimated NII sensitivity profile with an immediate $1 billion decrease and an immediate $1 billion increase in demand deposit balances as of December 31, 2025:

TABLE 55: Estimated NII Sensitivity Profile at December 31, 2025 with a $1 Billion Change in Demand Deposit Assumption

% Change in NII (FTE)

Immediate $1 Billion Balance  Decrease

Immediate $1 Billion Balance  Increase

Change in Interest Rates (bps)

12    

Months    

13-24  

Months  

12  

Months  

13-24  

Months  

+200 Ramp over 12 months

(3.87)

%

(3.16)

(2.32)

(1.40)

+100 Ramp over 12 months

(2.09)

(1.29)

(0.71)

0.16 

-100 Ramp over 12 months

(0.10)

(2.22)

0.92 

(1.40)

-200 Ramp over 12 months

(0.47)

(6.82)

0.37 

(6.31)

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The following table includes the Bancorp’s estimated NII sensitivity profile with a 10% increase and a 10% decrease to the corresponding deposit beta assumptions as of December 31, 2025:

TABLE 56: Estimated NII Sensitivity Profile at December 31, 2025 with Deposit Beta Assumptions Changes

% Change in NII (FTE)

Betas 10% Higher(a)

Betas 10% Lower(a)

Change in Interest Rates (bps)

12  

Months

13-24  

Months  

12  

Months  

13-24  

Months  

+200 Ramp over 12 months

(4.65)

%

(5.23)

(1.56)

0.66 

+100 Ramp over 12 months

(2.16)

(2.00)

(0.65)

0.86 

-100 Ramp over 12 months

1.09 

(0.59)

(0.26)

(3.05)

-200 Ramp over 12 months

1.22 

(4.40)

(1.32)

(8.77)

(a)Applies a +/- 10% multiple on assumed betas.

Economic Value of Equity Sensitivity

The Bancorp also uses EVE as a measurement tool to govern and manage its interest rate risk exposure. The exposure is governed by a risk framework that uses risk appetite thresholds for scenarios assuming an instantaneous 200 bps increase and a 200 bps decrease in interest rates. The Bancorp routinely analyzes exposures to other interest rate scenarios and employs key risk indicators to monitor and manage exposures. 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. The EVE of the balance sheet is defined as the discounted present value of all asset and net derivative cash flows less the discounted value of all liability cash flows. Due to this longer horizon, the sensitivity of EVE to changes in the level of interest rates is a measure of longer-term interest rate risk. EVE values only the current balance sheet and does not incorporate any assumptions related to continued production or renewal activities used in the NII sensitivity analysis. As with the NII simulation model, assumptions about the timing and variability of existing balance sheet cash flows are critical in the EVE analysis. Particularly important are assumptions driving loan and security prepayments and the expected balance attrition and pricing of indeterminate-lived deposits.

The following table shows the Bancorp’s estimated EVE sensitivity profile as of December 31:

TABLE 57: Estimated EVE Sensitivity Profile

2025

2024

Change in Interest Rates (bps)

% Change in  EVE

Policy Limit

% Change in  EVE

Policy Limit

+200 Shock

(5.12)

%

(12.00)

(6.57)

(12.00)

+100 Shock

(2.20)

N/A

(3.04)

N/A

-100 Shock

0.69 

N/A

1.79 

N/A

-200 Shock

(1.02)

(12.00)

2.48 

(12.00)

The EVE sensitivity is negative in both a +200 bps and +100 bps rising-rate scenario, positive in a -100 bps falling-rate scenario and negative in a -200 bps falling-rate scenario at December 31, 2025. The changes in the estimated EVE sensitivity profile from December 31, 2024 were primarily related to lower market rates and changes in forward interest rate expectations, an increase in core deposit balances, a reduction in notional outstanding of receive-fixed interest rate swaps and the impacts of shorter investment securities portfolio durations, partially offset by the impacts of an increase in fixed-rate loans and reduced wholesale funding.

While an instantaneous shift in spot interest rates is used in this analysis to provide an estimate of exposure, the Bancorp believes that a gradual shift in interest rates would have a more modest impact. Since EVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (e.g., the current fiscal year). Further, EVE does not account for factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships and changing product spreads that could mitigate or exacerbate the impact of changes in interest rates. The NII simulations and EVE analyses do not necessarily include certain actions that management may undertake to manage risk in response to actual changes in interest rates.

The Bancorp regularly evaluates its exposures to a static balance sheet forecast, basis risks relative to the Prime Rate and various SOFR terms, yield curve twist risks and embedded options risks. In addition, the impacts on NII on an FTE basis and EVE of extreme changes in interest rates are modeled, wherein the Bancorp employs the use of yield curve shocks and environment-specific scenarios.

Use of Derivatives to Manage Interest Rate Risk

An integral component of the Bancorp’s interest rate risk management strategy is its use of derivative instruments to minimize significant fluctuations in earnings caused by changes in market interest rates. Examples of derivative instruments that the Bancorp may use as part of its

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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.

Tables 58 and 59 show all swap positions that are utilized as qualifying hedging instruments for purposes of managing the Bancorp’s exposures to the variability of interest rates. These positions are used to convert the contractual interest rate index of agreed-upon amounts of assets and liabilities (i.e., notional amounts) to another interest rate index, to hedge the exposure to changes in fair value of a recognized asset attributable to changes in the benchmark interest rate or to hedge forecasted transactions for the variability in cash flows attributable to the contractually specified interest rate. The volume, maturity and mix of portfolio swaps change frequently as the Bancorp adjusts its broader interest rate risk management objectives and the balance sheet positions to be hedged. For further information, refer to Note 14 of the Notes to Consolidated Financial Statements.

The following tables present additional information about the interest rate swaps used as qualifying hedging instruments in Fifth Third’s asset and liability management activities:

TABLE 58: Summary of Qualifying Hedging Instruments

Weighted-Average

As of December 31, 2025 ($ in millions)

Notional Amount

Fair Value

Remaining Term (years)

Fixed Rate

Interest rate swaps related to C&I loans – cash flow – receive-fixed

$

6,850 

5 

5.6

3.11 

%

Interest rate swaps related to commercial mortgage and commercial construction loans – cash flow – receive-fixed

4,000 

2 

6.1

3.50 

Interest rate swaps related to long-term debt – fair value – receive-fixed

4,205 

1 

4.5

5.24 

Total interest rate swaps

$

15,055 

8 

TABLE 59: Summary of Qualifying Hedging Instruments

Weighted-Average

As of December 31, 2024 ($ in millions)

Notional Amount

Fair Value

Remaining Term (years) 

Fixed Rate

Interest rate swaps related to C&I loans – cash flow – receive-fixed

$

11,000 

(2)

5.7

3.05 

%

Interest rate swaps related to C&I loans – cash flow – receive-fixed – forward starting(a)

1,000 

1 

7.0

3.20 

Interest rate swaps related to commercial mortgage and commercial construction loans – cash flow – receive-fixed – forward starting(a)

4,000 

3 

7.1

3.50 

Interest rate swaps related to long-term debt – fair value – receive-fixed

4,955 

(11)

4.7

5.04 

Total interest rate swaps

$

20,955 

(9)

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

Additionally, as part of its overall risk management strategy relative to its residential mortgage banking activities, the Bancorp enters into forward contracts accounted for as free-standing derivatives to economically hedge IRLCs that are also considered free-standing derivatives. The Bancorp economically hedges its exposure to residential mortgage loans held for sale through the use of forward contracts and mortgage options as well. Refer to the Residential Mortgage Servicing Rights and Price Risk section for the discussion of the use of derivatives to economically hedge this exposure.

The Bancorp also enters into derivative contracts with major financial institutions to economically hedge market risks assumed in interest rate derivative contracts with commercial customers. Generally, these contracts have similar terms in order to protect the Bancorp from market volatility. Credit risk arises from the possible inability of the counterparties to meet the terms of their contracts, which the Bancorp minimizes through collateral arrangements, approvals, limits and monitoring procedures. The Bancorp has risk limits and internal controls in place to help ensure excessive risk is not being taken in providing this service to customers. These controls include an independent determination of interest rate volatility and potential future exposure on these contracts and counterparty credit approvals performed by independent risk management. For further information, including the notional amount and fair values of these derivatives, refer to Note 14 of the Notes to Consolidated Financial Statements.

Portfolio Loans and Leases and Interest Rate Risk

Although the Bancorp’s portfolio loans and leases contain both fixed and floating/adjustable-rate products, the rates of interest earned by the Bancorp on the outstanding balances are generally established for a period of time. The interest rate sensitivity of loans and leases is directly related to the length of time the rate earned is established.

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

The following table summarizes the carrying value of the Bancorp’s portfolio loans and leases, excluding interest receivable, disaggregated by scheduled principal repayment, as of December 31, 2025:

TABLE 60: Cash Flows from Portfolio Loans and Leases

($ in millions)

Due in 1 year or less

Due after 1 year through 5 years

Due after 5 years through 15 years

Due after 15 years

Total

Commercial and industrial loans

$

12,235 

37,919 

2,588 

7 

52,749 

Commercial mortgage loans

4,222 

7,006 

926 

74 

12,228 

Commercial construction loans

1,932 

3,268 

113 

3 

5,316 

Commercial leases

718 

2,100 

369 

82 

3,269 

Total commercial loans and leases

$

19,107 

50,293 

3,996 

166 

73,562 

Residential mortgage loans

916 

2,862 

6,439 

7,435 

17,652 

Home equity

314 

391 

393 

3,748 

4,846 

Indirect secured consumer loans

3,472 

11,057 

3,069 

366 

17,964 

Credit card

1,747 

— 

— 

— 

1,747 

Solar energy installation loans

322 

577 

1,838 

1,823 

4,560 

Other consumer loans

1,169 

701 

400 

50 

2,320 

Total consumer loans

$

7,940 

15,588 

12,139 

13,422 

49,089 

Total portfolio loans and leases

$

27,047 

65,881 

16,135 

13,588 

122,651 

The following table displays a summary of cash flows, excluding interest receivable, occurring after one year for both fixed and floating/adjustable-rate loans and leases as of December 31, 2025:

TABLE 61: Cash Flows from Portfolio Loans and Leases Occurring After One Year

($ in millions)

Fixed- Rate

Floating/Adjustable-Rate

Commercial and industrial loans

$

5,427 

35,087 

Commercial mortgage loans

1,695 

6,311 

Commercial construction loans

71 

3,313 

Commercial leases

2,551 

— 

Total commercial loans and leases

$

9,744 

44,711 

Residential mortgage loans

11,318 

5,418 

Home equity

468 

4,064 

Indirect secured consumer loans

14,486 

6 

Solar energy installation loans

4,238 

— 

Other consumer loans

958 

193 

Total consumer loans

$

31,468 

9,681 

Total portfolio loans and leases

$

41,212 

54,392 

Residential Mortgage Servicing Rights and Price Risk

The fair value of the residential MSR portfolio was $1.6 billion and $1.7 billion at December 31, 2025 and 2024, respectively. The value of servicing rights can fluctuate sharply depending on changes in interest rates and other factors. Generally, as interest rates decline and loans are prepaid to take advantage of refinancing, the total value of existing servicing rights declines because no further servicing fees are collected on repaid loans. For further information on the significant drivers and components of the valuation adjustments on MSRs, refer to the Noninterest Income subsection of the Statements of Income Analysis section of MD&A. The Bancorp maintains a non-qualifying hedging strategy relative to its mortgage banking activity in order to manage a portion of the risk associated with changes in the value of its MSR portfolio as a result of changing interest rates, which may include the use of investment securities or derivative instruments. The Bancorp may adjust its hedging strategy to reflect its assessment of the composition of its MSR portfolio, the cost of hedging and the anticipated effectiveness of the hedges given the economic environment. Refer to Note 13 of the Notes to Consolidated Financial Statements for additional information on derivative instruments used for this purpose.

Foreign Currency Risk

The Bancorp may enter into foreign exchange derivative contracts to economically hedge certain foreign denominated loans. The derivatives are classified as free-standing instruments with the revaluation gain or loss being recorded in other noninterest income in the Consolidated Statements of Income. The balance of the Bancorp’s foreign denominated loans at December 31, 2025 and 2024 was $1.0 billion and $861 million, respectively. The Bancorp also enters into foreign exchange contracts for the benefit of commercial customers to hedge their exposure to foreign currency fluctuations. Similar to the hedging of price risk from interest rate derivative contracts entered into with commercial customers, the Bancorp also enters into foreign exchange contracts with major financial institutions to economically hedge a substantial portion of the exposure from client driven foreign exchange activity. The Bancorp has risk limits and internal controls in place to help ensure excessive risk is not being taken in providing this service to customers. These controls include an independent determination of

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currency volatility and potential future exposure on these contracts, counterparty credit approvals and country limits performed by independent risk management.

Commodity Risk

The Bancorp also enters into commodity contracts for the benefit of commercial customers to hedge their exposure to commodity price fluctuations. Similar to the hedging of foreign exchange and price risk from interest rate derivative contracts, the Bancorp also enters into commodity contracts with major financial institutions to economically hedge a substantial portion of the exposure from client driven commodity activity. The Bancorp may also offset this risk with exchange-traded commodity contracts. The Bancorp has risk limits and internal controls in place to help ensure excessive risk is not taken in providing this service to customers. These controls include an independent determination of commodity volatility and potential future exposure on these contracts and counterparty credit approvals performed by independent risk management.

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

LIQUIDITY RISK MANAGEMENT

The goal of liquidity risk management is to maintain adequate funds to meet changes in the balance sheet, contractual obligations and risk arising from off-balance-sheet exposures. The mitigation of liquidity risk is accomplished primarily through the management of a granular core deposit base and the utilization of stable, long-term funding sources. The Bancorp maintains a contingency funding plan and liquidity stress testing framework that collectively inform prudent levels of on-balance sheet liquidity in the form of cash and investment securities, along with contingent borrowing capacity at the FHLB and the FRB Discount Window, and outline responses and actions to various liquidity stress events. A summary of certain obligations and commitments to make future payments under contracts is included in Note 18 of the Notes to Consolidated Financial Statements.

Liquidity risk is monitored and managed for both Fifth Third Bancorp and its subsidiaries. The Bancorp (parent company) receives substantially all of its liquidity from dividends from its subsidiaries, primarily Fifth Third Bank, National Association. Subsidiary dividends are supplemented with term debt to enable the Bancorp to maintain sufficient liquidity to meet its cash obligations, including debt service and scheduled maturities, common and preferred dividends, unfunded commitments to subsidiaries and other planned capital actions in the form of share repurchases. Liquidity resources are more limited at the Bancorp, making its liquidity position more susceptible to market disruptions. Bancorp liquidity is assessed using a cash coverage horizon, ensuring the entity maintains sufficient liquidity to withstand a period of sustained market disruption while meeting its anticipated obligations over an extended stressed horizon.

Liquidity risk is monitored and managed by the Treasury department with independent oversight provided by ERM, and a series of policy limits and key risk indicators are established to ensure risks are managed within the Board-approved risk appetite. The Bancorp’s ALCO, which includes senior management representatives, monitors and manages liquidity risk within the Board-approved risk appetite and is accountable to the ERMC.

Sources of Funds

Primary sources of funds include revenue from noninterest income, cash flows from loan and lease payments, payments from securities including sales and maturities, the sale or securitization of loans and leases, funds generated by core deposits and the use of wholesale borrowings.

Table 60 of the Interest Rate and Price Risk Management subsection of the Risk Management section of MD&A presents information about the timing of cash flows from loan and lease repayments. The available-for-sale debt and other securities and held-to-maturity securities portfolios had a fair value of $47.6 billion at December 31, 2025. 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.

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. A majority of the long-term, fixed-rate single-family residential mortgage loans underwritten according to FHLMC or FNMA guidelines are sold for cash upon origination. Additional assets such as certain other residential mortgage loans, certain commercial loans and leases, home equity loans, automobile loans, solar energy installation loans and other consumer loans are also capable of being securitized or sold. For the year ended December 31, 2025, the Bancorp sold loans and leases totaling $5.4 billion, compared to $4.4 billion for the year ended December 31, 2024. For further information, refer to Note 13 of the Notes to Consolidated Financial Statements.

Core deposits have historically provided a sizable source of relatively stable and low-cost funds. 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. 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. The Bancorp is authorized to file any necessary registration statements with the SEC to permit ready access to the public securities markets; however, access to these markets may depend on market conditions.

As of December 31, 2025, the Bank’s global bank note program had a borrowing capacity of $25.0 billion, of which $20.2 billion was available for issuance. On January 28, 2025, the Bank issued and sold, under this program, $700 million of fixed-rate/floating-rate senior notes and $300 million of floating-rate senior notes, as further discussed in Note 17 of the Notes to Consolidated Financial Statements. Additionally, at December 31, 2025, the Bank had approximately $73.7 billion of borrowing capacity available through secured borrowing sources, including the FRB and the FHLB.

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Current Liquidity Position

The Bancorp maintains a strong liquidity profile driven by strong core deposit funding and over $100 billion in readily available liquidity. Refer to the Deposits subsection of the Balance Sheet Analysis section of MD&A for more information regarding the Bancorp’s deposit portfolio characteristics. The Bancorp maintains a liquidity profile focused on core deposit and stable long-term funding sources, while supplementing with a variety of secured and unsecured wholesale funding sources across the maturity spectrum, which allows for the effective management of concentration and rollover risk. 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. Additionally, the Bancorp routinely executes test trades to ensure operational readiness and market depth associated with its secured funding sources.

As of December 31, 2025, the Bancorp (parent company) had sufficient liquidity to meet contractual obligations and all preferred and common dividends without accessing the capital markets or receiving upstream dividends from the Bank subsidiary for 26 months.

The Bancorp and its subsidiaries, on a consolidated basis, have certain obligations and commitments to make future payments under various types of contracts. In addition to commitments to extend credit and letters of credit (which are further discussed in Note 18 of the Notes to Consolidated Financial Statements), these include deposits, lease obligations, partnership investment commitments, derivative contracts, borrowings, and pension benefit payments. Refer to the Deposits subsection of the Balance Sheet Analysis section of MD&A and Notes 9, 12, 14, 16, 17 and 22 of the Notes to Consolidated Financial Statements for additional information on these contractual obligations.

Credit Ratings

The cost and availability of financing to the Bancorp and Bank are impacted by its credit ratings. A downgrade to the credit ratings of the Bancorp or the Bank could affect their ability to access the credit markets and increase borrowing costs, thereby adversely impacting their financial condition and liquidity. Key factors in maintaining high credit ratings include a stable and diverse earnings stream, strong credit quality, strong capital ratios and diverse funding sources, in addition to disciplined liquidity monitoring procedures.

Credit ratings are summarized in Table 62. The ratings reflect the view of each rating agency on the capacity of the Bancorp and the Bank to meet financial commitments. As an investor, you should be aware that a security rating is not a recommendation to buy, sell or hold securities, that it may be subject to revision or withdrawal at any time by the assigning rating organization and that each rating should be evaluated independently of any other rating. Additional information on the credit rating ranking within the overall classification system is located on the website of each credit rating agency.

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

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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. 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. These events could result in financial losses, reputational damage, litigation and regulatory fines or other damage to the Bancorp. The Bancorp’s risk management goal is to keep operational risk at appropriate levels consistent with the Bancorp’s risk appetite, financial strength, the characteristics of its businesses, the markets in which it operates and the competitive and regulatory environment to which it is subject.

To control, monitor and govern operational risk, the Bancorp maintains an overall Enterprise Risk Management Framework which comprises governance oversight, risk assessment, capital measurement, monitoring and reporting as well as a formal three lines of defense approach. ERM is responsible for prescribing the framework to the lines of business and corporate functions and providing independent oversight of its implementation (second line of defense). Business Controls groups are in place in each of the lines of business to ensure consistent implementation and execution of managing day-to-day operational risk (first line of defense).

The Bancorp’s Enterprise Risk Management Framework consists of five integrated components, including identifying, assessing, managing, monitoring and independent governance reporting of risk. The corporate Operational Risk Management function within Enterprise Risk is responsible for developing and overseeing the implementation of the Bancorp’s approach to managing operational risk. This includes providing governance, awareness and training, tools, guidance and oversight to support implementation of key risk programs and systems as they relate to operational risk management. These include programs, such as risk and control self-assessments, product delivery risk assessments, scenario analysis, new product/initiative risk reviews, key risk indicators, third-party risk management, cybersecurity risk management, review of operational losses and monitoring of significant organizational or process changes. The function is also responsible for developing reports that support the proactive management of operational risk across the enterprise. The lines of business and corporate functions are responsible for managing the operational risks associated with their areas in accordance with the Enterprise Risk Management Framework. The framework is intended to enable the Bancorp to function with a sound and well-controlled operational environment. These processes support the Bancorp’s goals to minimize future operational losses and strengthen the Bancorp’s performance by maintaining sufficient capital to absorb operational losses that are incurred.

The Bancorp also maintains a robust information security program to support the management of cybersecurity risk within the organization with a focus on prevention, detection and recovery processes. 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. Other factors such as increased reliance on third parties, reliance on data and increased use of cloud-based technologies, as well as the use of emerging technologies such as generative models and artificial intelligence, may introduce additional operational risk considerations. 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. 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 Operational Risk 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.

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LEGAL AND REGULATORY COMPLIANCE RISK MANAGEMENT

Legal and regulatory compliance risk is the risk of legal or regulatory sanctions, financial loss or damage to reputation as a result of noncompliance with (i) applicable laws, regulations, rules and other regulatory requirements (including but not limited to the risk of consumers experiencing economic loss or other legal harm as a result of noncompliance with consumer protection laws, regulations and requirements); (ii) internal policies and procedures, standards of best practice or codes of conduct; and (iii) principles of integrity and fair dealing applicable to Fifth Third’s activities and functions. Legal risks include the risk of actions against the institution that result in unenforceable contracts, lawsuits, legal sanctions, or adverse judgments, which disrupt or otherwise negatively affect the operations or condition of the institution. Failure to effectively manage such risks can elevate the risk level or manifest itself as other types of key risks, including reputational or operational risk. Fifth Third focuses on managing legal and regulatory compliance risk in accordance with the Bancorp’s integrated Enterprise Risk Management Framework, which ensures consistent processes for identifying, assessing, managing, monitoring and reporting risks. The Bancorp’s risk management goal is to keep compliance risk at appropriate levels, consistent with the Bancorp’s risk appetite.

To mitigate such risks, Compliance Risk Management provides independent oversight to foster consistency and sufficiency in the execution of the program and ensures that lines of business and support functions are adequately identifying, assessing and monitoring legal and regulatory compliance risks and adopting proper mitigation strategies. Moreover, such strategies are modified from time to time to respond to new or emerging risks in the environment. Compliance Risk Management and the Legal Division provide guidance to the lines of business and enterprise functions, which are ultimately responsible for managing such risks associated with their areas. The Chief Compliance Officer is responsible for formulating and directing the strategy, development, implementation, communication and maintenance of the Compliance Risk Management program, which implements key compliance processes, including but not limited to, executive- and board-level governance and reporting routines, compliance-related policies, risk assessments, key risk indicators, issues tracking, regulatory change management and regulatory compliance testing and monitoring. In partnership with Compliance Risk Management, the Financial Crimes Division conducts and oversees anti-money laundering and economic sanctions processes. Compliance Risk Management also partners with the Corporate Responsibility Office to oversee the Bancorp’s compliance with the Community Reinvestment Act.

Fifth Third also reports and escalates legal and regulatory compliance risks to senior management and the Board of Directors. The Management Compliance Committee, which is chaired by the Chief Compliance Officer, is the key committee that oversees and supports Fifth Third in the management of compliance risk across the enterprise. The Management Compliance Committee oversees Bancorp-wide compliance issues, industry best practices, legislative developments, regulatory concerns and other leading indicators of legal and regulatory compliance risk. 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.

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CAPITAL MANAGEMENT

Management regularly reviews capital levels to help ensure it is appropriately positioned under various operating environments. 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.

Regulatory Capital Ratios

The Basel III Final Rule sets minimum regulatory capital ratios as well as defines the measure of well-capitalized for insured depository institutions. For additional information, refer to Note 29 of the Notes to Consolidated Financial Statements.

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

TABLE 63: Regulatory Capital

2025

2024(a)

2023(a)

($ in millions)

Ratio

Amount

Ratio

Amount

Ratio

Amount

CET1 risk-based capital:

Fifth Third Bancorp

10.81 

%

$

18,099 

10.57 

%

$

17,339 

10.29 

%

$

16,800 

Fifth Third Bank, National Association

13.09 

21,766 

12.86 

20,943 

12.42 

20,147 

Tier 1 risk-based capital:

Fifth Third Bancorp

11.87 

19,869 

11.86 

19,455 

11.59 

18,916 

Fifth Third Bank, National Association

13.09 

21,766 

12.86 

20,943 

12.42 

20,147 

Total risk-based capital:

Fifth Third Bancorp

13.78 

23,066 

13.86 

22,746 

13.72 

22,400 

Fifth Third Bank, National Association

14.33 

23,833 

14.19 

23,116 

13.85 

22,463 

Leverage:

Fifth Third Bancorp

9.41 

19,869 

9.22 

19,455 

8.73 

18,916 

Fifth Third Bank, National Association

10.41 

21,766 

10.02 

20,943 

9.38 

20,147 

Total risk-weighted assets:

Fifth Third Bancorp

167,431 

164,102 

163,223 

Fifth Third Bank, National Association

166,265 

162,895 

162,166 

Quarterly average assets for leverage:(b)

Fifth Third Bancorp

211,054 

210,963 

216,609 

Fifth Third Bank, National Association

209,015 

209,038 

214,891 

(a)Regulatory capital ratios and amounts as of December 31, 2024 and 2023 were calculated pursuant to the five-year transition provision option to phase in the effects of CECL on regulatory capital. This has been fully phased in as of January 1, 2025.

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

The following table presents additional capital ratios of the Bancorp as of December 31:

TABLE 64: Additional Capital Ratios

2025

2024

2023

Average total Bancorp shareholders’ equity as a percent of average assets

9.86 

 %

9.12 

8.49 

Tangible equity as a percent of tangible assets(a)(b)

9.28 

9.02 

8.65 

Tangible common equity as a percent of tangible assets(a)(b)

8.46 

8.03 

7.67 

(a)These are non-GAAP measures. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

(b)Excludes AOCI.

Capital Planning

The Bancorp maintains a comprehensive process for managing capital that considers the current and forward-looking macroeconomic and regulatory environments and makes capital distributions that are consistent with FRB requirements and the stress capital buffer requirement. Under the Enhanced Prudential Standards tailoring rules, the Bancorp was subject to Category IV standards as of December 31, 2025, under which the Bancorp is required to develop and maintain a capital plan approved by the Board of Directors on an annual basis. The Bancorp is also subject to supervisory stress tests every two years. The Bancorp was not subject to the 2025 supervisory stress test conducted by the FRB, but submitted the Board-approved capital plan and information contained in Schedule C - Regulatory Capital Instruments, as required, by the April 5, 2025 deadline.

Redemption of Preferred Stock

On September 30, 2025, the Bancorp redeemed all 14,000 outstanding shares of its 4.500% fixed-rate reset non-cumulative perpetual preferred stock, Series L, and the corresponding depositary shares, pursuant to its terms and conditions. Refer to Note 24 of the Notes to Consolidated Financial Statements for additional information on the redemption of preferred stock.

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Dividend Policy and Stock Repurchase Program

The Bancorp’s common stock dividend policy and stock repurchase program reflect its earnings outlook, desired payout ratios, the need to maintain adequate capital levels, the ability of its subsidiaries to pay dividends and the need to comply with safe and sound banking practices as well as meet regulatory requirements and expectations. The Bancorp declared dividends per common share of $1.54, $1.44 and $1.36 during the years ended December 31, 2025, 2024 and 2023, respectively.

On June 13, 2025, the Bancorp’s Board of Directors authorized management to repurchase up to 100 million common shares in the open market or in privately negotiated transactions and to utilize any derivative or similar instrument to effect share repurchase transactions. The authorization did not include specific targets or an expiration date. This share repurchase authorization replaced the Board’s previous authorization pursuant to which approximately 12 million shares remained available for repurchase by the Bancorp. The Bancorp entered into and settled a number of accelerated share repurchase transactions during the years ended December 31, 2025 and 2024. After entering into a definitive merger agreement on October 5, 2025 to acquire Comerica Incorporated, the Bancorp announced that it would pause share repurchase activity until after the acquisition closes. Refer to Note 24 of the Notes to Consolidated Financial Statements for additional information on the accelerated share repurchase activity.

The following table summarizes shares authorized for repurchase as part of publicly announced plans or programs:

TABLE 65: Share Repurchases

For the years ended December 31

2025

2024

Shares authorized for repurchase at January 1

17,072,641 

32,115,811 

Additional authorizations

88,169,741 

— 

Share repurchases(a)

(12,171,734)

(15,043,170)

Shares authorized for repurchase at December 31

93,070,648 

17,072,641 

Average price paid per share(a)

$

43.46 

41.87 

(a)Excludes 1,723,786 and 1,866,182 shares repurchased during the years ended December 31, 2025 and 2024, respectively, in connection with various employee compensation plans. These purchases are not included in the calculation for average price paid per share and do not count against the maximum number of shares that may yet be repurchased under the Board of Directors’ authorization.